UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------- FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): January 9, 2006 ARROW ELECTRONICS, INC. ------------------------------ (Exact Name of Company as Specified in its Charter) NEW YORK 1-4482 11-1806155 (State of Incorporation) (Commission (IRS Employer File Number) Identification No.) 50 MARCUS DRIVE, MELVILLE, NEW YORK 11747 (Address of Principal Executive Offices) (Zip Code) Company's telephone number, including area code: (631) 847-2000 Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the company under any of the following provisions: |_| Written communications pursuant to Rule 425 under the Securities Act (17CFR230.425) |_| Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17CFR240.14a-12) |_| Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17CFR240.14d-2(b)) |_| Pre commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17CFR240.13e-4(c)) Item 8.01 Other Events. On January 9, 2006, Arrow Electronics, Inc. (the "Company") issued a press release announcing that the Company will redeem all of its remaining outstanding Zero Coupon Convertible Senior Debentures Due 2021 (the "Debentures"), pursuant to the terms and subject to the conditions set forth in the Indenture, dated as of January 15, 1997, between the Company and The Bank of New York, a New York banking corporation, as successor to Bank of Montreal Trust Company, as trustee (the "Trustee"), as supplemented by the Supplemental Indenture, dated as of February 21, 2001, between the Company and the Trustee and the Supplemental Indenture, dated as of March, 11, 2005, between the Company and the Trustee (collectively, the "Indenture"), on February 21, 2006, at a redemption price of $552.08 in cash per $1,000 principal amount at maturity outstanding. A notice of redemption is being mailed to all registered holders of the Debentures. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 9.01 Financial Statements and Exhibits. (c) Exhibits -------- 99.1 press release issued by Arrow Electronics, Inc. dated January 9, 2006. SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. Dated: January 9, 2006 ARROW ELECTRONICS, INC. By: /s/ Peter S. Brown --------------------------------------------- Name: Peter S. Brown Title: Senior Vice President, General Counsel and Secretary EXHIBIT INDEX Exhibit Number Description ------- -------------------------------------------------------- 99.1 Press release issued by Arrow Electronics, Inc. dated January 9, 2006.