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As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-40750
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
POST-EFFECTIVE AMENDMENT NO.1
to
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PIONEER-STANDARD ELECTRONICS, INC.
(Exact Name of Registrant as Specified in Its Charter)
Ohio 34-0907152
(State or Other Jurisdiction of (I.R.S. Employer Identification No.)
Incorporation or Organization)
6065 Parkland Boulevard
Mayfield Heights, Ohio 44124
(Address of Principal Executive Offices, Including Zip Code)
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THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC.
THE RETIREMENT PLAN OF PIONEER-STANDARD ELECTRONICS, INC. II, AS AMENDED
(Full Title of the Plan)
Copy to:
Kathryn K. Vanderwist, Esq. Lawrence N. Schultz, Esq.
Vice President, General Counsel Calfee, Halter & Griswold LLP
and Assistant Secretary 1400 McDonald Investment Center
Pioneer-Standard Electronics, Inc. 800 Superior Avenue
6065 Parkland Boulevard Cleveland, Ohio 44114
Mayfield Heights, Ohio 44124 (216) 622-8200
(440) 720-8500
(Name, Address and Telephone Number, Including Area Code, of Agent for Service)
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CALCULATION OF REGISTRATION FEE
=====================================================================================================================
Title Of
Securities Amount Proposed Maximum Proposed Maximum Amount Of
To Be To Be Offering Price Per Aggregate Offering Registration
Registered (1) Registered (2) Share (3) Price (3) Fee (5)
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Common Shares, without par value (4) N/A N/A N/A N/A
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(1) Pursuant to Rule 417(c) under the Securities Act of 1933, as amended (the
"Securities Act"), this Registration Statement also covers an indeterminate
number of interests to be offered or sold pursuant to The Retirement Plan
of Pioneer-Standard Electronics, Inc. (the "Retirement Plan") and The
Retirement Plan of Pioneer-Standard Electronics, Inc. II, as amended (the
"Retirement Plan II").
(2) This Registration Statement also relates to an indeterminate number of
additional common shares, without par value ("Common Shares"), issuable as
a result of the anti-dilution provisions of the Retirement Plan and the
Retirement Plan II.
(3) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(h) and 457(c) under the Securities Act and based
upon the average of the high and low prices reported on the Nasdaq National
Market on June 23, 2000 as to the 300,000 Common Shares registered upon the
initial filing of this Registration Statement.
(4) This Registration Statement also relates to the rights to purchase Common
Shares of the Registrant which are attached to all Common Shares issued,
pursuant to the terms of the Rights Agreement, dated as of April 27, 1999,
by and between the Registrant and National City Bank. Until the occurrence
of certain prescribed events, the rights are not exercisable, are evidenced
by the certificates for the Common Shares and will be transferred with and
only with such Common Shares. Because no separate consideration is paid for
the rights, the registration fee therefor is included in the fee for the
Common Shares. The terms of the rights are described in the Registrant's
Registration Statement on Form 8-A, File No. 0-05734, as the same may be
amended or supplemented from time to time.
(5) A registration fee in the amount of $1,127 was paid upon the initial filing
of this Registration Statement on June 30, 2000. No additional Common
Shares are being registered pursuant to this Post-Effective Amendment No.1
to the Registration Statement.
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The Registration Statement on Form S-8 (Registration Statement No.
333-40750) (the "Registration Statement") is being amended for the purpose
of extending the coverage of the Registration Statement to include Common
Shares issuable pursuant to Retirement Plan II. Retirement Plan II is
substantially similar to the Retirement Plan. The remaining contents of the
Registration Statement are hereby incorporated by reference. Pursuant to
Rule 412 of the Securities Act, any statement contained in a document
incorporated or deemed to be incorporated by reference in this Amendment
No. 1 to the Registration Statement shall be deemed to be modified or
superceded for purposes of this Amendment No.1 to the extent that a
statement contained in this Amendment No.1 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
Amendment No. 1.
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SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act, 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 Mayfield Heights, state of Ohio, on this 29th day of
June, 2001.
PIONEER-STANDARD ELECTRONICS, INC.
/s/ James L. Bayman
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James L. Bayman
Chairman and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been
signed below by the following persons in the capacities as of June 29, 2001.
Signature Title
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/s/ James L. Bayman Chairman, Chief Executive Officer
------------------------------------ and Director (Principal Executive Officer)
James L. Bayman
/s/ Arthur Rhein President, Chief Operating Officer
------------------------------------ and Director
Arthur Rhein
/s/ Steven M. Billick Senior Vice President and Chief Financial Officer
------------------------------------ (Principal Financial and Accounting Officer)
Steven M. Billick
/s/ Charles F. Christ Director
------------------------------------
Charles F. Christ
/s/ Victor Gelb Director
------------------------------------
Victor Gelb
/s/ Thomas A. Commes Director
------------------------------------
Thomas A. Commes
/s/ Edwin Z. Singer Director
------------------------------------
Edwin Z. Singer
/s/ Thomas C. Sullivan Director
------------------------------------
Thomas C. Sullivan
/s/ Karl E. Ware Director
------------------------------------
Karl E. Ware
/s/ Director
------------------------------------
Keith M. Kolerus
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The Plan. Pursuant to the requirements of the Securities Act, the
person administering the Retirement Plan II has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the city of Mayfield Heights, state of Ohio, on June 29, 2001.
THE RETIREMENT PLAN OF
PIONEER-STANDARD ELECTRONICS, INC.
By: PIONEER-STANDARD ELECTRONICS, INC.
/s/ Richard A. Sayers II
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Richard A. Sayers II
Senior Vice President, Corporate Services
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EXHIBIT INDEX
EXHIBIT NUMBER DESCRIPTION
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4.1 Amended Articles of Incorporation of the
Company, which are incorporated by reference
to Exhibit 3(a) to the Company's Annual
Report on Form 10-K for the year ended March
31, 1997 (File No. 0-5734).
4.1.1 Amendments to Amended Articles of
Incorporation of the Company, which are
incorporated by reference to Exhibit 2 to
the Company's Quarterly Report on Form 10-Q
for the quarter ended September 30, 1997, as
amended on March 18, 1998 (File No. 0-5734).
4.2 Amended Code of Regulations, as amended, of
the Company, which is incorporated by
reference to Exhibit 3(b) to the Company's
Annual Report on Form 10-K for the year
ended March 31, 1997 (File No. 0-5734).
4.3 Rights Agreement, dated as of April 27,
1999, by and between the Company and
National City Bank, which is incorporated
herein by reference to Exhibit 1 to the
Company's Registration Statement on Form 8-A
(File No. 0-5734).
4.4 The Retirement Plan of Pioneer-Standard
Electronics, Inc., which is incorporated
herein by reference to Exhibit 4.4 to the
Company's Registration Statement on Form
S-8, filed June 30, 2000 (Registration
Statement No. 333-40750).
4.5 The Retirement Plan of Pioneer-Standard
Electronics, Inc. II., as amended. *
5.1 Opinion of Calfee, Halter & Griswold LLP
regarding the validity of the securities
registered. *
23.1 Consent of Ernst & Young LLP. *
23.2 Consent of Calfee, Halter & Griswold LLP,
included in Exhibit 5.1.
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* Filed herewith.