As filed with the Securities and Exchange Commission on November __, 2002.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARROW ELECTRONICS, INC.
(Exact name of issuer as specified in its charter)
New York 11-1806155
(State of Incorporation) (I.R.S. Employer
Identification No.)
25 Hub Drive
Melville, New York 11747
(516) 391-1300
(Address and telephone number of principal executive offices)
Arrow Electronics, Inc.
2002 Non-Employee Directors Stock Option Plan
(Full Title of the Plan)
Peter S. Brown, Esq.
Senior Vice President
Arrow Electronics, Inc.
25 Hub Drive
Melville, New York 11747
(516) 391-1300
(Name, address and telephone number of agent for service)
Copies to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: Howard S. Kelberg, Esq.
CALCULATION OF REGISTRATION FEE
Title of Securities to Amount to be Proposed Maximum Offering Proposed Maximum Amount of
be Registered Registered (1) Price Per Share (2) Aggregate Offering Price Registration Fee
----------------------------------------------------------------------------------------------------------------------
Common Stock (par value 300,000 shares $14.22 $4,266,000 $392.47
$1.00 per share)
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(1) This Registration Statement covers the shares of Common Stock issuable upon
exercise of all stock options granted pursuant to the Arrow Electronics, Inc.
2002 Non-Employee Directors Stock Option Plan, plus any additional shares of
Common Stock which will become issuable under such plan by reason of any stock
dividend, stock split, recapitalization or other similar transaction.
(2) Estimated pursuant to Rule 457(h) and Rule 457(c) of the Securities Act of
1933, as amended, solely for the purpose of computing the registration fee,
based on the average price of Common Stock on the New York Stock Exchange on
November 20, 2002.
PART I
ITEM 1. PLAN INFORMATION
This Registration Statement relates to the registration of 300,000 shares
of Common Stock of Arrow Electronics, Inc. (the "Registrant") that may be
awarded under the Arrow Electronics, Inc. 2002 Non-Employee Directors Stock
Option Plan (the "Plan"). Documents containing the information required by Part
I of the Registration Statement will be sent or given to participants in the
Plan as specified by Rule 428(b). Such documents are not filed with the
Securities and Exchange Commission (the "Commission" or the "SEC") either as
part of this Registration Statement or as prospectuses or prospectus supplements
pursuant to Rule 424 in reliance on Rule 428.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The Registrant will, upon written or oral request, provide without charge
to any person to whom the Prospectus relating to this Registration Statement
is delivered, a copy of any and all of the information which has been
incorporated by reference in such Prospectus and this Registration Statement
(pursuant to Item 3 of Part II below). Such requests should be directed to the
Secretary, Arrow Electronics, Inc., 25 Hub Drive, Melville, New York 11747
(telephone: (516) 391-1300).
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents which have been filed by the Registrant with the
Securities and Exchange Commission (the "Commission") pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), as applicable,
are incorporated by reference herein and shall be deemed to be a part hereof:
1. The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001.
2. The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2002, June 30, 2002 and September 30, 2002.
3. The description of the Registrant's Capital Stock contained in the
registration statement filed with the Commission pursuant to Section
12 of the Exchange Act, including any amendment or report filed for
the purpose of updating such description.
4. All other reports filed by the Registrant pursuant to Section 13(a)
or 15(d) of the Exchange Act.
All documents, filed by the Registrant with the Commission pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold shall be deemed to be incorporated by reference in this
Registration Statement and made a part hereof from their respective dates of
filing (such documents, and the documents enumerated above, being hereinafter
referred to as "Incorporated Documents"); provided, however, that the documents
enumerated above or subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during which the
offering made by this Registration Statement is in effect prior to the filing
with the Commission of the Registrant's Annual Report on Form 10-K covering such
year shall not be Incorporated Documents or be incorporated by reference in this
Registration Statement or be a part hereof from and after the filing of such
Annual Report on Form 10-K.
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Any statement contained in an Incorporated Document shall be deemed
to be modified or superseded for purposes of this Registration Statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
The Common Stock being registered hereunder has been registered pursuant
to Section 12 of the Exchange Act and a description of the Common Stock is
contained in the Exchange Act registration statement which has been filed with
the Commission
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Article 9 of this Registrant's Certificate of Incorporation permits the
indemnification of officers and directors under certain circumstances to the
full extent that such indemnification may be permitted by law.
Such rights of indemnification are in addition to, and not in limitation
of, any rights to indemnification to which any officer or director of the
Registrant is entitled under the Business Corporation Law of the State of New
York which provides for indemnification by a corporation of its officers and
directors under certain circumstances as stated in the Business Corporation Law
and subject to specified limitations set forth in the Business Corporation Law.
The Registrant also maintains directors' and officers' liability insurance
coverage which insures directors and officers of the Registrant against certain
losses arising from claims made, and for which the Registrant has not provided
reimbursement, by reason of their being directors and officers of the
Registrant or its subsidiaries.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index on page 7.
ITEM 9. UNDERTAKINGS.
(1) The Registrant hereby undertakes:
(a) to file, during any period in which offers or sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3)
of the the Securities Act of 1933, as amended (the
"Securities Act");
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement
(or the most recent post-effective amendment thereof)
which, individually or in the aggregate,
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represent a fundamental change in the information set
forth in the Registration Statement; and
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the
Registration Statement or any material change to such
information in the Registration Statement.
Provided, however, that paragraphs (1)(a)(i) and (1)(a)(ii) do not
apply if the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed by the Registrant
pursuant to Section 13(a) or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(b) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(2) The Registrant hereby undertakes that, for the purpose of determining
any liability under the Securities Act, each filing of the Registrant's annual
report pursuant to Section 13(a) or 15(d) of the Exchange Act of (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Exchange Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at the time shall be deemed to be the initial bona fide offering hereof.
(3) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Registrant pursuant to the above-mentioned provisions, or otherwise, the
Registrant has been advised that in the opinion of the Commission such
indemnification is against public policy as expressed in the Securities Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the Registrant of expenses
incurred or paid by a director, officer or controlling person of the Registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, the Registrant certifies that it has reasonable grounds to believe that
it meets all of the requirements for filing on Form S-8 and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Melville and the State of New York, on November
27, 2002
ARROW ELECTRONICS, INC.
By: /s/ Peter S. Brown
-------------------------------
Peter S. Brown
Senior Vice President
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POWER OF ATTORNEY
Each person whose signature appears below hereby severally
constitutes and appoints Stephen P. Kaufman, Daniel W. Duval, Robert E. Klatell,
John C. Waddell, and Peter S. Brown, and each of them acting singly, as his or
her true and lawful attorney-in-fact and agent, with full and several power of
substitution and resubstitution, to sign for him or her and in his or her name,
place and stead in any and all capacities indicated below, the Registration
Statement on Form S-8 filed herewith and any and all pre-effective and
post-effective amendments and supplements to the said Registration Statement,
and to file the same, with exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite and necessary fully to all intents and purposes as
he or she might or could do in person hereby ratifying and confirming all that
said attorney-in-fact and agent, or his or her substitute, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirement of the Securities Act of 1933, this
Registration Statement or amendment thereto has been signed below by the
following persons in the capacities and on the date indicated below.
SIGNATURE TITLE DATE
/s/ Daniel W. Duval Chairman of the Board, President and Chief November 27, 2002
------------------------------------ Executive Officer (Principal Executive
Daniel W. Duval Officer)
/s/ Robert E. Klatell Executive Vice President and Director November 27, 2002
------------------------------------
Robert E. Klatell
/s/ Paul J. Reilly Vice President and Chief Financial Officer November 27, 2002
------------------------------------ (Principal Financial Officer and Principal
Paul J. Reilly Accounting Officer)
/s/ Stephen P. Kaufman Director November 27, 2002
------------------------------------
Stephen P. Kaufman
/s/ Carlo Giersch Director November 27, 2002
------------------------------------
Carlo Giersch
/s/ John N. Hanson Director November 27, 2002
------------------------------------
John N. Hanson
/s/ Roger King Director November 27, 2002
------------------------------------
Roger King
/s/ Karen Gordon Mills Director November 27, 2002
------------------------------------
Karen Gordon Mills
/s/ Richard S. Rosenbloom Director November 27, 2002
------------------------------------
Richard S. Rosenbloom
/s/ Barry W. Perry Director November 27, 2002
------------------------------------
Barry W. Perry
/s/ John C. Waddell Director November 27, 2002
------------------------------------
John C. Waddell
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EXHIBIT INDEX
Exhibit No. Description
5 Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of the
Registrant's Common Stock.
23(a) Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion filed as
Exhibit 5 hereto).
23(b) Consent of Ernst & Young LLP, independent auditors.
24 Power of Attorney (set forth on the signature page hereof).
99(a)* Arrow Electronics, Inc. 2002 Non-Employee Directors Stock Option Plan.
* Incorporated by reference to the Registrant's Proxy Statement on Schedule 14A
filed with the Commission on April 15, 2002.
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