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As filed with the Securities and Exchange Commission on June 29, 2001
Registration No. 333-_____
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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PIONEER-STANDARD ELECTRONICS, INC. 2000 STOCK OPTION PLAN
FOR OUTSIDE DIRECTORS
PIONEER-STANDARD ELECTRONICS, INC. 2000 STOCK INCENTIVE PLAN, AS AMENDED
(Full Title of the Plan)
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Kathryn K. Vanderwist, Esq. Copy to:
Vice President, General Counsel Lawrence N. Schultz, Esq.
and Assistant Secretary Calfee, Halter & Griswold LLP
Pioneer-Standard Electronics, Inc. 1400 McDonald Investment Center
6065 Parkland Blvd. 800 Superior Avenue
Mayfield Heights, Ohio 44124 Cleveland, Ohio 44114
(440) 720-8500 (216) 622-8200
(Name, Address and Telephone Number, Including Area Code of Agent for Service)
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CALCULATION OF REGISTRATION FEE
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Title Of Proposed Proposed
Securities Amount Maximum Maximum Amount Of
To Be To Be Offering Price Per Aggregate Offering Registration
Registered Registered (2)(3) Share (1) Price (1) Fee
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Common Shares, without par
value (4).................... 2,105,000 $10.20 $21,471,000 $5,400.00
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(1) Estimated in accordance with Rule 457(c) under the Securities Act of 1933,
as amended (the "Securities Act"), solely for the purpose of calculating
the registration fee and based upon the average of the high and low sale
prices of the registrant's common shares, without par value (the "Common
Shares"), reported on the Nasdaq National Market on June 25, 2001.
(2) Pursuant to Rule 416 under the Securities Act, this registration statement
also covers such additional Common Shares which may be issued or become
issuable under the terms of the registrant's 2000 Stock Option Plan for
Outside Directors (the "Directors Plan") and the registrant's 2000 Stock
Incentive Plan, as amended (the "Incentive Plan"), in order to prevent
dilution resulting from any stock split, stock dividend or similar
transaction.
(3) Of the Common Shares registered hereby, 105,000 are issuable pursuant to
the Directors Plan and 2,000,000 shares are issuable pursuant to the
Incentive Plan.
(4) This Registration Statement also relates to the rights to purchase Common
Shares of the registrant (each a "Right") 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.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed by the Company with the
Commission are incorporated herein by reference:
(1) The Company's Annual Report on Form 10-K for the fiscal year ended
March 31, 2001;
(2) The description of the Common Shares contained in the Company's
Registration Statement on Form 8-A and any amendments and reports
filed for the purpose of updating that description;
(3) The description of the Rights contained in the Company's
Registration Statement on Form 8-A, dated May 13, 1999 and any
amendments or reports filed for the purpose of updating that
description; and
(4) The Company's Current Report on Form 8-K, filed on May 9, 2001;
other than the portions of such documents that, by statute, by designation in
such document or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
All documents subsequently filed by the Company pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the
filing of a post-effective amendment which indicates that all the securities
offered have been sold or which deregisters all securities then remaining
unsold, shall be deemed to be incorporated in this Registration Statement by
reference and to be a part hereof from the date of filing of such documents,
other than the portions of such documents which by statute, by designation in
such documents or otherwise, are not deemed to be filed with the Commission or
are not required to be incorporated herein by reference.
Any statement contained in documents incorporated or deemed to be
incorporated by reference in this Registration Statement shall be deemed to be
modified or superseded, for purposes of this Registration Statement, to the
extent that a statement contained in this Registration Statement, or in any
other subsequently filed document that also is, or is deemed to be, incorporated
by reference in this Registration Statement, 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.
Not Applicable
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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Section 1701.13(E) of the Ohio Revised Code sets forth the conditions and
limitations governing the indemnification of officers, directors and other
persons. Section 1701.13(E) provides that a corporation shall have the power to
indemnify any person who was or is a party or threatened to be made a party to
any threatened, pending or contemplated action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the corporation) by reason of the fact that he or she is or was a
director, officer, employee or agent of the corporation or is or was serving at
the request of the corporation in a similar capacity with another corporation or
other entity, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement incurred in connection therewith if he or she acted
in good faith and in a manner that he or she reasonably believed to be in the
best interests of the corporation and, with respect to a criminal proceeding,
had no reasonable cause to believe that his or her conduct was unlawful. With
respect to a suit by or in the right of the corporation, indemnity may be
provided to the foregoing persons under Section 1701.13(E) on a basis similar to
that set forth above, except that no indemnity may be provided in respect of any
claim, issue or matter as to which such person has been adjudged to be liable to
the corporation unless and to the extent that the Court of Common Pleas or the
court in which such action, suit or proceeding was brought determines that
despite the adjudication of liability but in view of all the circumstances of
the case such person is entitled to indemnity for such expenses as the court
deems proper. Moreover, Section 1701.13(E) provides for mandatory
indemnification of a director, officer, employee or agent of the corporation to
the extent that such person has been successful in defense of any such action,
suit or proceeding and provides that a corporation shall pay the expenses of an
officer or director in defending an action, suit or proceeding upon receipt of
an undertaking to repay such amounts if it is ultimately determined that such
person is not entitled to be indemnified. Section 1701.13(E) establishes
provisions for determining whether a given person is entitled to
indemnification, and also provides that the indemnification provided by or
granted under Section 1701.13(E) is not exclusive of any rights to indemnity or
advancement of expenses to which such person may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise.
Under certain circumstances provided in Article VIII of the registrant's
Code of Regulations, as amended, and subject to Section 1701.13(E) of the Ohio
Revised Code (which sets forth the conditions and limitations governing the
indemnification of officers, directors and other persons), the registrant will
indemnify any director or officer or any former director or officer of the
registrant against expenses, including attorneys' fees, judgments, fines and
amounts paid in settlement, actually and reasonably incurred by him or her by
reason of the fact that he or she is or was such director or officer in
connection with any threatened, pending or completed action, suit or proceeding,
whether civil, criminal, administrative or investigative.
The registrant has entered into indemnification agreements (the
"Indemnification Agreements") with the current directors and executive officers
of the registrant and expects to enter into similar agreements with any director
or executive officer elected or appointed in the future at the time of their
election or appointment. Pursuant to the Indemnification Agreements, the
registrant will indemnify a director or executive officer of the registrant (the
"Indemnitee") if the Indemnitee is a party to or otherwise involved in any legal
proceeding by reason of the fact that the Indemnitee is or was a director or
executive officer of the registrant, or is or was serving at the request of the
registrant in certain capacities with another entity, against all expenses,
judgments, settlements, fines and penalties, actually and reasonably incurred by
the Indemnitee, in connection with the defense or settlement of such proceeding.
Indemnification is only available if the Indemnitee acted in good faith and in a
manner which he or she reasonably believed to be in, or not opposed to, the best
interests of the registrant. The same coverage is provided whether or not the
suit or proceeding is a derivative action. Derivative actions may be defined as
actions brought by one or more shareholders of a corporation to enforce a
corporate right or to prevent or remedy a wrong to the corporation in cases
where the corporation, because it is controlled by the wrongdoers or for other
reasons, fails or refuses to take appropriate action for its own protection. The
Indemnification Agreements mandate advancement of expenses to the Indemnitee if
the Indemnitee provides the registrant with a written promise to repay the
advanced amounts in the event that it is determined that the conduct of the
Indemnitee has not met the applicable standard of conduct. In addition, the
Indemnification Agreements provide various procedures and presumptions in favor
of the Indemnitee's right to receive indemnification under the Indemnity
Agreement.
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Under the registrant's Executive Liability and Defense Coverage insurance
policy, each director and certain officers of the registrant are insured against
certain liabilities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See the Exhibit Index at Page E-1 of this Registration Statement.
ITEM 9. UNDERTAKINGS.
The undersigned registrant hereby undertakes:
(1) 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
Securities Act of 1933, unless the information required to be
included in such post-effective amendment is contained in
periodic reports filed by the registrant pursuant to Section
13 or Section 15(d) of the Securities Exchange Act of 1934 and
incorporated herein by reference.
(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, represent a fundamental change in the
information set forth in the Registration Statement.
Notwithstanding the foregoing, any increase or decrease in the
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
any deviation from the low or high end of the estimated
maximum offering range may be reflected in the form of
prospectus filed with the Commission pursuant to Rule 424(b)
if, in the aggregate, the changes in volume and price
represent no more than 20 percent change in the maximum
aggregate offering price set forth in the "Calculation of
Registration Fee" table in the effective registration
statement.
(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.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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.
(3) 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities Exchange Act of 1934 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
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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.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Securities Act and is, therefore, unenforceable. In the event 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 against the registrant 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 of 1933 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, 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.
By: /s/ James L. Bayman
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James L. Bayman
Chairman and Chief Executive Officer
(Principal Executive Officer)
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on June 29, 2001.
SIGNATURES 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
Steven M. Billick Officer)
/s/ Charles F. Christ Director
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Charles F. Christ
/s/ Thomas C. Sullivan Director
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Thomas C. Sullivan
/s/ Victor Gelb Director
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Victor Gelb
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/s/ Edwin Z. Singer Director
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Edwin Z. Singer
/s/ Thomas A. Commes Director
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Thomas A. Commes
/s/ Karl E. Ware Director
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Karl E. Ware
Director
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Keith M. Kolerus
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EXHIBIT INDEX
EXHIBIT
NUMBER EXHIBIT DESCRIPTION
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4.1 Amended Articles of Incorporation of the Company. (1)
4.2 Amendments to Amended Articles of Incorporation of the
Company. (2)
4.3 Amended Code of Regulations, as amended, of the Company. (3)
4.4 Rights Agreement, dated as of April 27, 1999, by and between
the Company and National City Bank. (4)
4.5 Pioneer-Standard Electronics, Inc. 2000 Stock Option Plan for
Outside Directors. (5)
4.6 Pioneer-Standard Electronics, Inc. 2000 Stock Incentive Plan,
as amended. (5)
5.1 Opinion of Calfee, Halter & Griswold LLP. (x)
23.1 Consent of Ernst & Young LLP. (x)
23.2 Consent of Calfee, Halter & Griswold LLP, included in Exhibit
5.1.
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(1) Incorporated by reference to the appropriate exhibit to the Company's Annual
Report on Form 10-K for the year ended March 31, 1997.
(2) Incorporated herein by reference to the appropriate exhibit to the Quarterly
Report on Form 10-Q for the quarter ended September 30, 1997, as amended on
March 18, 1998.
(3) Incorporated herein by reference to the appropriate exhibit to the Company's
Annual Report on Form 10-K for the year ended March 31, 1997.
(4) Incorporated herein by reference to the appropriate exhibit to the Company's
Registration Statement on Form 8-A (File No. 000-05734), filed on May 13, 1999.
(5) Incorporated herein by reference to the appropriate exhibit to the Company's
Definitive Proxy Statement on Form DEF 14A (File No. 000-05734), filed on June
28, 2000.
(x) Filed herewith.
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