e424b3
The
information in this prospectus supplement is not complete and
may be changed. This prospectus supplement and the accompanying
prospectus is not an offer to sell these securities and it is
not soliciting an offer to buy these securities in any
jurisdiction where the offer or sale is not
permitted.
|
Filed Pursuant to
Rule 424(b)(3)
Registration
No. 333-130783
Subject
to Completion. Dated February 3, 2006.
An aggregate filing
fee of $46,844.66, calculated in accordance with
Rule 457(r) (based on the average high and low of
Avnets common stock price as traded on the New York Stock
Exchange on February 2, 2006), has been previously
transmitted to the SEC in connection with the securities offered
from the registration statement (File
No. 333-130783)
by means of this prospectus supplement. A portion of the
registration fee, equal to $12,193.44, was paid on
December 30, 2005 in connection with the prospectus
supplement filed on such date and the remaining portion of the
registration fee, equal to $34,651.22, was paid on
February 3, 2006, in connection herewith.
PROSPECTUS
SUPPLEMENT
(To
the Prospectus dated February 3, 2006)
15,700,000 Shares
Common
Stock
This is a public
offering of shares of common stock of Avnet, Inc. The shares of
common stock covered by this prospectus supplement were
initially issued to the selling shareholders in connection with
our acquisition of Memec Group Holdings Limited, which closed on
July 5, 2005. We will not receive any proceeds from this
offering.
Avnets common
stock is listed on the New York Stock Exchange under the symbol
AVT. On February 2, 2006, the last reported
sale price of our common stock on the New York Stock Exchange
was $24.40 per share.
Our principal
executive offices are located at 2211 South 47th Street,
Phoenix, Arizona 85034, telephone
(480) 643-2000.
See Risk
Factors on page 4 of the accompanying prospectus to
read about factors you should consider before buying shares of
the common stock.
Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus supplement is truthful or
complete. Any representation to the contrary is a criminal
offense.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Underwriting
|
|
|
Proceeds to
|
|
|
|
|
|
|
Discounts and
|
|
|
Selling
|
|
|
|
Price to Public
|
|
|
Commissions
|
|
|
Shareholders
|
|
|
Per Share
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
|
$
|
|
|
To the extent that
the underwriters sell more than 15,700,000 shares of common
stock, the underwriters have the option to purchase up to an
additional 2,257,367 shares from the selling shareholders
at the public offering price less the underwriting discounts and
commissions.
The underwriters
expect to deliver the shares against payment in New York, New
York on
,
2006.
|
|
|
Goldman,
Sachs & Co. |
Credit
Suisse |
Banc
of America Securities LLC |
|
|
Raymond
James |
Thomas
Weisel Partners LLC |
Prospectus
supplement dated
,
2006.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
Page
|
|
Prospectus Supplement
|
|
|
|
S-1
|
|
|
|
|
S-1
|
|
|
|
|
S-2
|
|
|
|
|
S-3
|
|
|
|
|
S-4
|
|
|
|
|
S-7
|
|
|
|
|
S-8
|
|
Incorporation by Reference
|
|
|
S-9
|
|
Prospectus
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
2
|
|
|
|
|
4
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
11
|
|
|
|
|
11
|
|
|
|
|
11
|
|
|
|
|
11
|
|
No dealer, salesperson or other person is authorized to give
any information or to represent anything not contained or
incorporated by reference in this prospectus supplement or the
accompanying prospectus. You must not rely on any unauthorized
information or representations. This prospectus supplement and
the accompanying prospectus is an offer to sell only the shares
offered hereby, but only under circumstances and in
jurisdictions where it is lawful to do so. If information in
this prospectus supplement is inconsistent with the accompanying
prospectus, you should rely on this prospectus supplement. You
should not assume that the information provided by this
prospectus supplement and in the accompanying prospectus or the
documents incorporated by reference in this prospectus
supplement and in the accompanying prospectus is accurate as of
any date other than their respective dates.
Explanatory
Note
Of the 17,957,367 shares offered hereby, 4,756,150 of such
shares held by the selling shareholders were originally
registered on the prospectus supplement filed pursuant to
Rule 424(b)(3) on December 30, 2005 (Registration
No. 333-130783).
However, the holders of such shares may instead sell the
previously registered 4,756,150 shares pursuant to the
underwritten offering contemplated hereby. As such, we have
applied the filing fee paid in connection with the
4,756,150 shares previously registered to the aggregate
filing fee payable hereunder. Please note that in the event that
any of the previously registered shares are not sold hereunder,
the selling shareholders may sell such shares pursuant to the
prospectus supplement filed on December 30, 2005.
i
THE
COMPANY
We are the worlds largest industrial distributor, based on
sales, of electronic components, enterprise computer products
and embedded subsystems. We create a vital link in the
technology supply chain that connects over 300 of the
worlds leading electronic component and computer product
manufacturers and software developers as a single source for
multiple products to a global customer base of over 100,000
original equipment manufacturers, contract manufacturers,
original design manufacturers, value-added resellers and
end-users. We distribute electronic components, computer
products and software as received from our suppliers or with
assembly or other value added by us. Additionally, we provide
engineering design, materials management and logistics services,
system integration and configuration, and supply chain advisory
services.
Our business is comprised of two operating groups called
Electronic Marketing, or EM, and Technology Solutions, or TS. EM
markets and sells semiconductors and interconnect, passive and
electromechanical devices, and also offers an array of
value-added services to its customers, such as supply-chain
management, engineering design, inventory replenishment systems,
connector and cable assembly and semiconductor programming. EM
markets and sells it products and services to a diverse customer
base spread across end-markets, including communications,
computer hardware and peripheral, industrial and manufacturing,
medical equipment, military and aerospace.
Our TS business markets and sells mid- to high-end servers, data
storage, software and networking solutions, and the services
required to implement these solutions to the value-added
reseller channel and enterprise computing customers. TS also
focuses on the worldwide original equipment manufacturer or OEM,
market for computing technology, system integrators and non-PC
OEMs that require embedded systems and solutions including
engineering, product prototyping, integration and other
value-added services.
SUMMARY
FINANCIAL INFORMATION AND OTHER DATA
The summary consolidated financial data below is derived from
our consolidated financial statements. We refer you to those
financial statements, accompanying notes and managements
discussion and analysis, which are incorporated by reference in
this prospectus supplement and the accompanying prospectus. This
summary financial information should be read in conjunction with
the footnotes below as there are various special items recorded
in certain of the periods presented.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Fiscal Years Ended
|
|
|
Six Months Ended
|
|
|
|
July 2,
|
|
|
July 3,
|
|
|
June 27,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
|
2005
|
|
|
2004(1)(2)
|
|
|
2003(3)(4)
|
|
|
2005(5)(6)(7)
|
|
|
2005
|
|
|
|
(In millions)
|
|
|
Statement of Operations
Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Sales
|
|
$
|
11,066.8
|
|
|
$
|
10,244.7
|
|
|
$
|
9,048.4
|
|
|
$
|
7,027.4
|
|
|
$
|
5,483.2
|
|
Cost of sales(6)
|
|
|
9,607.8
|
|
|
|
8,879.9
|
|
|
|
7,833.5
|
|
|
|
6,142.3
|
|
|
|
4,759.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Gross profit
|
|
|
1,459.0
|
|
|
|
1,364.8
|
|
|
|
1,214.9
|
|
|
|
885.1
|
|
|
|
723.5
|
|
Selling, general and
administrative expenses (5)
|
|
|
1,137.7
|
|
|
|
1,107.0
|
|
|
|
1,095.4
|
|
|
|
680.2
|
|
|
|
566.5
|
|
Restructuring and other
charges (1) (3) (6)
|
|
|
|
|
|
|
55.6
|
|
|
|
106.8
|
|
|
|
23.0
|
|
|
|
|
|
Integration costs (6)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
15.7
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Operating income
|
|
|
321.3
|
|
|
|
202.2
|
|
|
|
12.7
|
|
|
|
166.2
|
|
|
|
157.0
|
|
Other income, net
|
|
|
3.5
|
|
|
|
7.1
|
|
|
|
26.2
|
|
|
|
4.8
|
|
|
|
0.4
|
|
Interest expense
|
|
|
(85.1
|
)
|
|
|
(94.5
|
)
|
|
|
(104.8
|
)
|
|
|
(46.8
|
)
|
|
|
(42.1
|
)
|
Debt extinguishment costs
(2) (4) (7)
|
|
|
|
|
|
|
(16.4
|
)
|
|
|
(13.5
|
)
|
|
|
(11.7
|
)
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Income (loss) before income taxes
|
|
|
239.7
|
|
|
|
98.4
|
|
|
|
(79.4
|
)
|
|
|
112.5
|
|
|
|
115.3
|
|
Income tax provision (benefit)
|
|
|
71.5
|
|
|
|
25.5
|
|
|
|
(33.3
|
)
|
|
|
38.0
|
|
|
|
35.5
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Net income (loss)
|
|
$
|
168.2
|
|
|
$
|
72.9
|
|
|
$
|
(46.1
|
)
|
|
$
|
74.5
|
|
|
$
|
79.8
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
S-1
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
As of the Fiscal Year
Ended
|
|
|
As of the Quarter
Ended
|
|
|
|
July 2,
|
|
|
July 3,
|
|
|
June 27,
|
|
|
December 31,
|
|
|
January 1,
|
|
|
|
2005
|
|
|
2004
|
|
|
2003
|
|
|
2005
|
|
|
2005
|
|
|
|
(In millions)
|
|
|
Balance Sheet Data:
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Cash and cash equivalents
|
|
$
|
637.9
|
|
|
$
|
312.7
|
|
|
$
|
395.5
|
|
|
$
|
219.1
|
|
|
$
|
547.0
|
|
Working capital
|
|
|
2,065.4
|
|
|
|
1,839.0
|
|
|
|
1,820.0
|
|
|
|
1,856.9
|
|
|
|
2,081.6
|
|
Total assets
|
|
|
5,098.2
|
|
|
|
4,863.6
|
|
|
|
4,499.5
|
|
|
|
6,155.5
|
|
|
|
5,272.8
|
|
Total debt
|
|
|
1,244.5
|
|
|
|
1,356.8
|
|
|
|
1,466.1
|
|
|
|
1,309.4
|
|
|
|
1,344.3
|
|
Total liabilities
|
|
|
3,001.2
|
|
|
|
2,910.2
|
|
|
|
2,667.0
|
|
|
|
3,555.5
|
|
|
|
3,104.2
|
|
Shareholders equity
|
|
|
2,097.0
|
|
|
|
1,953.4
|
|
|
|
1,832.5
|
|
|
|
2,600.0
|
|
|
|
2,168.6
|
|
|
|
|
(1) |
|
Includes the impact of restructuring and other charges recorded
in the first and second quarters of fiscal 2004 in connection
with cost cutting initiatives and the combination of the
Computer Marketing and Applied Computing operating groups into
one operating group called Technology Solutions. These charges
included severance costs, charges for consolidation of certain
owned and leased facilities, write-offs of certain capitalized
information technology initiatives, the impairment of owned
assets in our European operations, and the write-off of
remaining unamortized deferred loan costs associated with our
multi-year credit facility terminated in September 2003. These
restructuring and other charges amounted to $55.6 million
pre-tax, all of which was included as a component of operating
expenses, and $38.6 million after-tax. |
|
(2) |
|
During the third quarter of fiscal 2004, we incurred debt
extinguishment costs associated with the cash tender offer for
$273.4 million of our
77/8% notes
due February 15, 2005. These charges amounted to
$16.4 million pre-tax and $14.2 million after-tax. |
|
(3) |
|
Includes the impact of restructuring and other charges recorded
during the second quarter of fiscal 2003 related to certain
actions taken as part of our cost-reduction initiatives. The
charges related to severance costs, consolidation of selected
facilities and the discontinuation of certain information
technology initiatives. The charges totaled $106.8 million
pre-tax (all of which is included as a component of operating
expenses) and $65.8 million after-tax. |
|
(4) |
|
During the third quarter of fiscal 2003, we incurred debt
extinguishment costs associated with the cash tender offers and
repurchases of $159.0 million of our 6.45% notes due
August 15, 2003 and $220.1 million of our
8.20% notes due October 17, 2003. These charges
totaled $13.5 million pre-tax and $8.2 million after
tax. |
|
(5) |
|
During the first quarter of fiscal 2006, we adopted Statement of
Financial Accounting Standards No. 123R, which requires all
stock-based payments to employees to be expensed. As a result,
selling, general and administrative expenses in the six months
ended December 31, 2005 include incremental compensation
costs as compared with the first six months of the prior year
totaling $7.8 million pre-tax and $4.9 million after
tax. |
|
(6) |
|
Includes the impact of restructuring and other charges and
integration costs recorded during the six months ended
December 31, 2005, resulting primarily from the integration
of Memec, which we acquired on July 5, 2005. The
restructuring and other charges related primarily to writedowns
of inventory for terminated lines severance costs, facility exit
costs and writedowns of certain information technology
initiatives. The integration costs related to certain
incremental salary, professional fees and other costs incurred
as a direct result of the efforts to integrate the Memec
organization. The restructuring and other charges totaled
$30.5 million pre-tax ($7.5 million of which is
recorded in cost of sales) and $20.6 million after tax. The
integration costs totaled $15.7 million pre-tax and
$10.8 million after tax. |
|
(7) |
|
During the six months ended December 31, 2005, we incurred
debt extinguishment costs associated with the tender offer and
repurchase of $254.1 million of our 8% notes due
November 15, 2006. These charges totaled $11.7 million
pre-tax and $7.1 million after tax. |
USE OF
PROCEEDS
We will not receive any of the proceeds from the sale of the
common stock in this offering.
S-2
SELLING
SHAREHOLDERS
We are registering 17,957,367 shares of our common stock in
connection with the public offering of such shares by the
underwriters. The shares of our common stock covered by this
prospectus supplement were initially issued in connection with
the acquisition of Memec Group Holdings Limited, which closed on
July 5, 2005. We agreed to register these shares pursuant
to the registration rights agreement, dated as of July 5,
2005, by and between our company and the selling shareholders.
The following table sets forth certain information of each
selling shareholder with respect to the number of shares of our
common stock that are beneficially owned by it, the number of
shares of our common stock that may be offered for resale for
the account of each selling shareholder pursuant to this
prospectus supplement and the number of shares of our common
stock to be held by each selling shareholder assuming the sale
of all of the shares by it. Such amounts are shown assuming no
exercise and full exercise of the underwriters option to
purchase additional shares. Percentage ownership is based on
146,281,787 shares of common stock outstanding, which
excludes treasury shares, as of February 2, 2006.
Unless otherwise described below, to our knowledge, no selling
shareholder or any of its respective affiliates has held any
position of office with, been employed by or otherwise had any
material relationship with us or our affiliates during the three
years prior to the date of this prospectus supplement.
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Shares Beneficially
|
|
|
Shares Beneficially
|
|
|
|
|
|
|
|
|
|
Shares Offered
|
|
|
Owned Subsequent
|
|
|
Owned Subsequent
|
|
|
|
Shares Beneficially Owned
|
|
|
By This
|
|
|
to the Offering
|
|
|
to the Offering
|
|
Name of Selling
|
|
Prior to the
Offering(1)
|
|
|
Prospectus
|
|
|
No Exercise
|
|
|
Full Exercise
|
|
Shareholder
|
|
Shares
|
|
|
Percent
|
|
|
Supplement(2)
|
|
|
Shares
|
|
|
Percent
|
|
|
Shares
|
|
|
Percent
|
|
|
Permira funds
|
|
|
17,957,367(2
|
)
|
|
|
12.28
|
%
|
|
|
17,957,367(3
|
)
|
|
|
2,257,367(4
|
)
|
|
|
1.54
|
%
|
|
|
|
|
|
|
|
%
|
|
|
|
(1) |
|
Beneficial ownership is determined in accordance with the rules
of the Securities and Exchange Commission and generally includes
voting or investment power with respect to securities. Shares of
common stock subject to warrants which are currently exercisable
are deemed outstanding for computing the percentage of the
person or entity holding such securities but are not deemed
outstanding for computing the percentage of any other person or
entity. To our knowledge the persons named in the table above
have sole voting and investment power with respect to all shares
of common stock shown as beneficially owned by them except as
noted otherwise. |
|
(2) |
|
Includes 2,257,367 shares subject to the underwriters
option to purchase additional shares. |
|
(3) |
|
Includes 16,153,797 shares held by Permira Europe II
Nominees Limited, 1,173,350 shares held by Permira UK
Venture IV Nominees Limited, and 630,220 shares held
by SV (Nominees) Limited. The shares held of record by Permira
Europe II Nominees Limited include
(i) 15,997,914 shares held on behalf of four limited
partnerships that comprise Permira Europe II, and
(ii) 155,883 shares held on behalf of the Permira
Europe II Co-Investment Scheme. Permira (Europe) Limited is
the general partner of Permira Europe II Managers L.P.,
which is the general partner of each of the limited partnerships
comprising Permira Europe II. The shares held of record by
Permira UK Venture IV Nominees Limited include
(i) 1,163,468 shares held on behalf of one trust and
two limited partnerships that comprise the Permira UK Venture
Fund IV, and (ii) 9,882 shares held on behalf of
the Schroder UK Venture Fund IV Co-Investment Scheme.
Schroder Venture Managers (Guernsey) Limited acts as the manager
of Schroder Venture Managers, Inc., the general partner of the
two limited partnerships, and Barings (Guernsey) Limited, the
trustee of the trust, which together comprise the Permira UK
Venture Fund IV. The shares held of record by SV (Nominees)
Limited are held as nominee for Schroder Ventures Investment
Limited. Peter Smitham, a director of Avnet, is (i) a
director of Permira (Europe) Limited, (ii) a participant in
the Permira Europe II Co- Investment Scheme, (iii) a
participant in the Schroder Ventures UK Venture IV
Co-Investment Scheme, (iv) a shareholder in Schroder
Ventures Investment Limited and (v) a limited partner of
Permira Europe II Managers L.P. Mr. Smitham disclaims
beneficial ownership of the shares held by Permira
Europe II Nominees Limited, Permira UK Venture IV
Nominees Limited and SV (Nominees) Limited, except to the extent
of his pecuniary interest in those entities. The address of each
of Permira Europe II, Permira UK Venture Fund IV and
Schroder Ventures Investment Limited is PO Box 71,
Trafalgar Court, Les Banques, St. Peter Port, Guernsey, Channel
Islands, GY1 3QL. |
|
(3) |
|
Includes 2,030,646 shares held by Permira Europe II
Nominees Limited, 147,498 shares held by Permira UK
Venture IV Nominees Limited, and 79,223 shares held by
SV (Nominees) Limited. |
S-3
UNDERWRITING
Under the terms and subject to the conditions contained in an
underwriting agreement dated February , 2006,
the selling shareholders have agreed to sell to the underwriters
named below, for whom Goldman, Sachs & Co., Credit
Suisse Securities (USA) LLC and Banc of America Securities LLC
are acting as representatives, the following respective numbers
of shares of common stock:
|
|
|
|
|
Number
|
Underwriter
|
|
of Shares
|
|
Goldman, Sachs & Co.
|
|
|
Credit Suisse Securities (USA) LLC
|
|
|
Banc of America Securities LLC
|
|
|
Raymond James &
Associates, Inc
|
|
|
Thomas Weisel Partners LLC
|
|
|
|
|
|
Total
|
|
15,700,000
|
|
|
|
The underwriting agreement provides that the underwriters are
obligated to purchase all the shares of common stock in the
offering if any are purchased, other than those covered by the
option described below. The underwriting agreement also provides
that if an underwriter defaults the purchase commitments of
non-defaulting underwriters may be increased or the offering may
be terminated.
The selling shareholders have granted to the underwriters a
30-day
option to purchase on a pro rata basis up to 2,257,367
additional shares at the initial public offering price less the
underwriting discounts and commissions.
The underwriters propose to offer the shares of common stock
initially at the public offering price on the cover page of this
prospectus supplement and to selling group members at that price
less a selling concession of $ per
share. The underwriters and selling group members may allow a
discount of $ per share on sales
to other broker/dealers. After the public offering the
representatives may change the public offering price and
concession and discount to broker/dealers.
The following table shows the per share and total underwriting
discounts and commissions to be paid to the underwriters by the
selling shareholders. Such amounts are shown assuming both no
exercise and full exercise of the underwriters option to
purchase additional shares:
Paid
by the Selling Shareholders
|
|
|
|
|
|
|
|
|
|
|
No Exercise
|
|
|
Full Exercise
|
|
|
Per Share
|
|
$
|
|
|
|
$
|
|
|
Total
|
|
$
|
|
|
|
$
|
|
|
The expenses of the offering that are payable by us are
estimated to be $408,150 (exclusive of underwriting discounts
and commissions).
We have agreed that we will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, or file
with the Securities and Exchange Commission a registration
statement under the Securities Act of 1933 (the Securities Act)
relating to, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares
of our common stock, or publicly disclose the intention to make
any offer, sale, pledge, disposition or filing, without the
prior written consent of Goldman, Sachs & Co., Credit
Suisse Securities (USA) LLC and Banc of America Securities LLC
for a period of 81 days after the date of this prospectus
supplement, except issuances pursuant to the exercise of
employee stock options outstanding on the date hereof or
pursuant to our incentive stock plan.
The selling shareholders have agreed that they will not offer,
sell, contract to sell, pledge or otherwise dispose of, directly
or indirectly, any shares of our common stock or securities
convertible into or exchangeable or exercisable for any shares
of our common stock, enter into a transaction that would have
the same effect, or enter into any swap, hedge or other
arrangement that transfers, in whole or in part, any of the
economic consequences of
S-4
ownership of our common stock, whether any of these transactions
are to be settled by delivery of our common stock or other
securities, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to
enter into any transaction, swap, hedge or other arrangement,
without, in each case, the prior written consent of Goldman,
Sachs & Co., Credit Suisse Securities (USA) LLC
and Banc of America Securities LLC for a period of 81 days
after the date of this prospectus supplement.
Although none of our officers have entered into contractual
lock-up agreements with the underwriters in connection with this
offering, we have agreed to use our best efforts to ensure that
certain of our officers will not offer, sell, contract to sell,
pledge or otherwise dispose of, directly or indirectly, any
shares of our common stock or securities convertible into or
exchangeable or exercisable for any shares of our common stock,
enter into a transaction that would have the same effect, or
enter into any swap, hedge or other arrangement that transfers,
in whole or in part, any of the economic consequences of
ownership of our common stock, whether any of these transactions
are to be settled by delivery of our common stock or other
securities, in cash or otherwise, or publicly disclose the
intention to make any offer, sale, pledge or disposition, or to
enter into any transaction, swap, hedge or other arrangement,
without, in each case, our prior written consent until and
including April 30, 2006. These restrictions do not apply,
however, to an aggregate of 1,000,000 shares of our common
stock owned by these officers.
We and the selling shareholders have agreed to indemnify the
underwriters against liabilities under the Securities Act, or
contribute to payments that the underwriters may be required to
make in that respect.
The underwriters
and/or their
affiliates have provided and in the future may continue to
provide investment banking, commercial banking
and/or other
financial services, including the provision of credit
facilities, to us in the ordinary course of business for which
they have received and will receive customary compensation.
Affiliates of Credit Suisse Securities (USA) LLC and Banc of
America Securities LLC were underwriters of our 6.00% notes
due 2015 issued in August 2005 and served as dealer managers of
our tender offer for up to $250 million aggregate principal
amount of our 8.00% notes due November 15, 2006 in
September 2005. In addition, an affiliate of Banc of America
Securities LLC serves as administrative agent under our credit
agreement dated as of October 15, 2005 and affiliates of
Credit Suisse Securities (USA) LLC and Banc of America
Securities LLC are lenders under this credit agreement. Banc of
America Securities LLC also acted as our financial advisor in
our acquisition of Memec in July 2005.
In connection with the offering the underwriters may engage in
stabilizing transactions, over-allotment transactions, syndicate
covering transactions and penalty bids in accordance with
Regulation M under the Securities Exchange Act of 1934 (the
Exchange Act).
|
|
|
|
|
Stabilizing transactions permit bids to purchase the underlying
security so long as the stabilizing bids do not exceed a
specified maximum.
|
|
|
|
Over-allotment involves sales by the underwriters of shares in
excess of the number of shares the underwriters are obligated to
purchase, which creates a syndicate short position. The short
position may be either a covered short position or a naked short
position. In a covered short position, the number of shares
over-allotted by the underwriters is not greater than the number
of shares that they may purchase in the over-allotment option.
In a naked short position, the number of shares involved is
greater than the number of shares in the over-allotment option.
The underwriters may close out any covered short position by
either exercising their over-allotment option
and/or
purchasing shares in the open market.
|
|
|
|
Syndicate covering transactions involve purchases of the common
stock in the open market after the distribution has been
completed in order to cover syndicate short positions. In
determining the source of shares to close out the short
position, the underwriters will consider, among other things,
the price of shares available for purchase in the open market as
compared to the price at which they may purchase shares through
the over-allotment option. If the underwriters sell more shares
than could be covered by the over-allotment option, a naked
short position, the position can only be closed out by buying
shares in the open market. A naked short position is more likely
to be created if the underwriters are concerned that there could
be downward pressure on the price of the shares in the open
market after pricing that could adversely affect investors who
purchase in the offering.
|
S-5
|
|
|
|
|
Penalty bids permit the representatives to reclaim a selling
concession from a syndicate member when the common stock
originally sold by the syndicate member is purchased in a
stabilizing or syndicate covering transaction to cover syndicate
short positions.
|
These stabilizing transactions, syndicate covering transactions
and penalty bids may have the effect of raising or maintaining
the market price of our common stock or preventing or retarding
a decline in the market price of the common stock. As a result
the price of our common stock may be higher than the price that
might otherwise exist in the open market. These transactions may
be effected on The New York Stock Exchange or otherwise and, if
commenced, may be discontinued at any time.
Each of the underwriters has represented and agreed that:
(a) it has not made or will not make an offer of shares to
the public in the United Kingdom within the meaning of
section 102B of the Financial Services and Markets Act 2000
(as amended) (FSMA) except to legal entities which are
authorised or regulated to operate in the financial markets or,
if not so authorised or regulated, whose corporate purpose is
solely to invest in securities or otherwise in circumstances
which do not require the publication by the company of a
prospectus pursuant to the Prospectus Rules of the Financial
Services Authority (FSA);
(b) it has only communicated or caused to be communicated
and will only communicate or cause to be communicated an
invitation or inducement to engage in investment activity
(within the meaning of section 21 of FSMA) to persons who
have professional experience in matters relating to investments
falling within Article 19(5) of the Financial Services and
Markets Act 2000 (Financial Promotion) Order 2005 or in
circumstances in which section 21 of FSMA does not apply to
the company; and
(c) it has complied with, and will comply with all
applicable provisions of FSMA with respect to anything done by
it in relation to the shares in, from or otherwise involving the
United Kingdom.
European
Economic Area
In relation to each Member State of the European Economic Area
which has implemented the Prospectus Directive (each, a Relevant
Member State), each underwriter has represented and agreed that
with effect from and including the date on which the Prospectus
Directive is implemented in that Relevant Member State (the
Relevant Implementation Date) it has not made and will not make
an offer of shares of common stock to the public in that
Relevant Member State prior to the publication of a prospectus
in relation to the common stock which has been approved by the
competent authority in that Relevant Member State or, where
appropriate, approved in another Relevant Member State and
notified to the competent authority in that Relevant Member
State, all in accordance with the Prospectus Directive, except
that it may, with effect from and including the Relevant
Implementation Date, make an offer of shares of common stock to
the public in that Relevant Member State at any time:
(a) to legal entities which are authorised or regulated to
operate in the financial markets or, if not so authorised or
regulated, whose corporate purpose is solely to invest in
securities;
(b) to any legal entity which has two or more of
(1) an average of at least 250 employees during the last
financial year; (2) a total balance sheet of more than
43,000,000 and (3) an annual net turnover of more
than 50,000,000, as shown in its last annual or
consolidated accounts; or
(c) in any other circumstances which do not require the
publication by us of a prospectus pursuant to Article 3 of
the Prospectus Directive.
For the purposes of this provision, the expression an
offer of shares of common stock to the public in
relation to any shares common stock in any Relevant Member State
means the communication in any form and by any means of
sufficient information on the terms of the offer and the shares
to be offered so as to enable an investor to decide to purchase
or subscribe the shares, as the same may be varied in that
Relevant Member State by any measure implementing the Prospectus
Directive in that Relevant Member State and the expression
Prospectus Directive means Directive 2003/71/EC and includes any
relevant implementing measure in each Relevant Member State.
S-6
The shares may not be offered or sold by means of any document
other than to persons whose ordinary business is to buy or sell
shares or debentures, whether as principal or agent, or in
circumstances which do not constitute an offer to the public
within the meaning of the Companies Ordinance (Cap. 32) of
Hong Kong, and no advertisement, invitation or document relating
to the shares may be issued, whether in Hong Kong or elsewhere,
which is directed at, or the contents of which are likely to be
accessed or read by, the public in Hong Kong (except if
permitted to do so under the securities laws of Hong Kong) other
than with respect to shares which are or are intended to be
disposed of only to persons outside Hong Kong or only to
professional investors within the meaning of the
Securities and Futures Ordinance (Cap. 571) of Hong Kong
and any rules made thereunder.
This prospectus supplement has not been registered as a
prospectus with the Monetary Authority of Singapore.
Accordingly, this prospectus supplement and any other document
or material in connection with the offer or sale, or invitation
for subscription or purchase, of the shares may not be
circulated or distributed, nor may the shares be offered or
sold, or be made the subject of an invitation for subscription
or purchase, whether directly or indirectly, to persons in
Singapore other than (i) to an institutional investor under
Section 274 of the Securities and Futures Act,
Chapter 289 of Singapore (the SFA), (ii) to a relevant
person, or any person pursuant to Section 275(1A), and in
accordance with the conditions, specified in Section 275 of
the SFA or (iii) otherwise pursuant to, and in accordance
with the conditions of, any other applicable provision of the
SFA.
Where the shares are subscribed or purchased under
Section 275 by a relevant person which is: (a) a
corporation (which is not an accredited investor) the sole
business of which is to hold investments and the entire share
capital of which is owned by one or more individuals, each of
whom is an accredited investor; or (b) a trust (where the
trustee is not an accredited investor) whose sole purpose is to
hold investments and each beneficiary is an accredited investor,
shares, debentures and units of shares and debentures of that
corporation or the beneficiaries rights and interest in
that trust shall not be transferable for 6 months after
that corporation or that trust has acquired the shares under
Section 275 except: (1) to an institutional investor
under Section 274 of the SFA or to a relevant person, or
any person pursuant to Section 275(1A), and in accordance
with the conditions, specified in Section 275 of the SFA;
(2) where no consideration is given for the transfer; or
(3) by operation of law.
The securities have not been and will not be registered under
the Securities and Exchange Law of Japan (the Securities and
Exchange Law) and each underwriter has agreed that it will not
offer or sell any securities, directly or indirectly, in Japan
or to, or for the benefit of, any resident of Japan (which term
as used herein means any person resident in Japan, including any
corporation or other entity organized under the laws of Japan),
or to others for re-offering or resale, directly or indirectly,
in Japan or to a resident of Japan, except pursuant to an
exemption from the registration requirements of, and otherwise
in compliance with, the Securities and Exchange Law and any
other applicable laws, regulations and ministerial guidelines of
Japan.
A prospectus in electronic format may be made available on the
web sites maintained by one or more of the underwriters, or
selling group members, if any, participating in this offering
and one or more of the underwriters participating in this
offering may distribute prospectuses electronically. The
representatives may agree to allocate a number of shares to
underwriters and selling group members for sale to their online
brokerage account holders. Internet distributions will be
allocated by the underwriters and selling group members that
will make internet distributions on the same basis as other
allocations.
NOTICE TO
CANADIAN RESIDENTS
Resale
Restrictions
The distribution of the common stock in Canada is being made
only on a private placement basis exempt from the requirement
that we and the selling shareholders prepare and file a
prospectus with the securities regulatory authorities in each
province where trades of common stock are made. Any resale of
the common stock in Canada must be made under applicable
securities laws which will vary depending on the relevant
jurisdiction, and which may require resales to be made under
available statutory exemptions or under a discretionary
exemption granted by the applicable Canadian securities
regulatory authority. Purchasers are advised to seek legal
advice prior to any resale of the common stock.
S-7
Representations
of Purchasers
By purchasing common stock in Canada and accepting a purchase
confirmation a purchaser is representing to us, the selling
shareholders and the dealer from whom the purchase confirmation
is received that:
|
|
|
|
|
the purchaser is entitled under applicable provincial securities
laws to purchase the common stock without the benefit of a
prospectus qualified under those securities laws,
|
|
|
|
where required by law, that the purchaser is purchasing as
principal and not as agent,
|
|
|
|
the purchaser has reviewed the text above under Resale
Restrictions, and
|
|
|
|
the purchaser acknowledges and consents to the provision of
specified information concerning its purchase of the common
stock to the regulatory authority that by law is entitled to
collect the information.
|
Further details concerning the legal authority for this
information is available on request.
Rights of
Action Ontario Purchasers
Only
Under Ontario securities legislation, certain purchasers who
purchase a security offered by this prospectus supplement during
the period of distribution will have a statutory right of action
for damages, or while still the owner of the common stock, for
rescission against us and the selling shareholders in the event
that this prospectus contains a misrepresentation without regard
to whether the purchaser relied on the misrepresentation. The
right of action for damages is exercisable not later than the
earlier of 180 days from the date the purchaser first had
knowledge of the facts giving rise to the cause of action and
three years from the date on which payment is made for the
common stock. The right of action for rescission is exercisable
not later than 180 days from the date on which payment is
made for the common stock. If a purchaser elects to exercise the
right of action for rescission, the purchaser will have no right
of action for damages against us or the selling shareholders. In
no case will the amount recoverable in any action exceed the
price at which the shares of common stock were offered to the
purchaser and if the purchaser is shown to have purchased the
securities with knowledge of the misrepresentation, we and the
selling shareholders will have no liability. In the case of an
action for damages, we and the selling shareholders will not be
liable for all or any portion of the damages that are proven to
not represent the depreciation in value of the common stock as a
result of the misrepresentation relied upon. These rights are in
addition to, and without derogation from, any other rights or
remedies available at law to an Ontario purchaser. The foregoing
is a summary of the rights available to an Ontario purchaser.
Ontario purchasers should refer to the complete text of the
relevant statutory provisions.
Enforcement
of Legal Rights
All of our directors and officers as well as the experts named
herein and the selling shareholders may be located outside of
Canada and, as a result, it may not be possible for Canadian
purchasers to effect service of process within Canada upon us or
those persons. All or a substantial portion of our assets and
the assets of those persons may be located outside of Canada
and, as a result, it may not be possible to satisfy a judgment
against us or those persons in Canada or to enforce a judgment
obtained in Canadian courts against us or those persons outside
of Canada.
Taxation
and Eligibility for Investment
Canadian purchasers of shares of common stock should consult
their own legal and tax advisors with respect to the tax
consequences of an investment in the common stock in their
particular circumstances and about the eligibility of the common
stock for investment by the purchaser under relevant Canadian
legislation.
LEGAL
MATTERS
The validity of the shares will be passed upon for Avnet by
Gibson, Dunn & Crutcher LLP, New York, New York. The
underwriters have been represented by Simpson Thacher &
Bartlett LLP, Palo Alto, California.
S-8
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus, which means that we can
disclose important information to you by referring to those
documents. We hereby incorporate by reference the
documents listed below, which means that we are disclosing
important information to you by referring you to those
documents. The information that we file later with the SEC will
automatically update and in some cases supersede a portion or
all of the information in the documents listed below.
Specifically, we incorporate by reference the following
documents or information filed with the SEC (other than, in each
case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
|
|
|
|
|
Avnets Annual Report on
Form 10-K
for the fiscal year ended July 2, 2005,
|
|
|
|
Avnets Quarterly Reports on
Form 10-Q
for the fiscal quarters ended October 1, 2005 and
December 31, 2005,
|
|
|
|
To the extent filed, Avnets Current Reports on
Form 8-K
filed on July 11, 2005, August 19, 2005,
September 13, 2005, September 27, 2005,
September 29, 2005, October 17, 2005 and
November 17, 2005, as amended by our Current Reports
on
Form 8-K/A
filed on August 15, 2005, September 16, 2005 and
September 30, 2005, respectively,
|
|
|
|
Avnets Proxy Statement filed on October 5, 2005 and
as amended October 13, 2005, and
|
|
|
|
the description of Avnets common stock which appears in
Avnets registration statement for the registration of the
common stock under Section 12(b) of the Securities Exchange
Act of 1934, including any amendment or report filed to update
this description.
|
All documents which Avnet has filed or will file, as applicable,
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act after the date of the
registration statement and after the reports listed above and
before the termination of this offering of Avnets
securities will be deemed to be incorporated by reference in
this prospectus and to be a part of it from the filing dates of
such documents. Certain statements in and portions of this
prospectus update and replace information in the above listed
documents incorporated by reference. Likewise, statements in or
portions of a future document incorporated by reference in this
prospectus may update and replace statements in and portions of
this prospectus or the above listed documents.
S-9
PROSPECTUS
Avnet,
Inc.
Common
Stock
The shares of our
common stock covered by this prospectus were initially sold in a
private placement transaction on July 5, 2005. We will not
receive any proceeds from the resale by selling shareholders of
their shares of common stock hereunder.
Avnets common
stock is listed on the New York Stock Exchange under the symbol
AVT.
We will provide the
specific terms of these securities in supplements to this
prospectus at the time when such securities are offered. You
should read this prospectus and the applicable supplement
carefully before you invest in any of these securities. The
information in this prospectus is not complete and may be
changed. This prospectus and any accompanying prospectus
supplement do not contain an offer to sell or the solicitation
of an offer to buy any securities other than the registered
securities to which they relate, or an offer to sell or the
solicitation of an offer to buy securities in any jurisdiction
where the offer or sale is not permitted.
Our principal
executive offices are located at 2211 South 47th Street,
Phoenix, Arizona 85034, telephone
(480) 643-2000.
See Risk
Factors on page 4 of this prospectus to read about
factors you should consider before buying shares of our common
stock.
Neither the
Securities and Exchange Commission nor any state securities
commission has approved or disapproved of these securities or
determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this
prospectus is February 3, 2006
We have not authorized any dealer, salesman or other person to
give any information or to make any representation other than
those contained or incorporated by reference in this prospectus
and any accompanying prospectus supplement. You must not rely
upon any information or representation not contained or
incorporated by reference in this prospectus or a prospectus
supplement. The information contained in this prospectus and any
accompanying prospectus supplement is accurate as of the dates
on their covers. When we deliver this prospectus or a supplement
or make a sale pursuant to this prospectus, we are not implying
that the information is current as of the date of the delivery
or sale.
TABLE OF
CONTENTS
|
|
|
|
|
|
|
|
1
|
|
|
|
|
1
|
|
|
|
|
2
|
|
|
|
|
2
|
|
Risk Factors
|
|
|
4
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
9
|
|
|
|
|
11
|
|
|
|
|
11
|
|
|
|
|
11
|
|
|
|
|
11
|
|
i
Whenever we refer to Avnet or to us, or
use the terms we or our in this
prospectus, we are referring to Avnet, Inc. a New York
corporation, and its consolidated subsidiaries. However, for
purposes of the section entitled Description of Common
Stock whenever we refer to Avnet or to
us, or use the terms we or
our, we are referring only to Avnet, Inc.
ABOUT
THIS PROSPECTUS
This prospectus is part of a registration statement that we
filed with the Securities and Exchange Commission utilizing a
shelf registration process. Under this shelf
registration process, we may sell the securities described in
this prospectus in one or more offerings. This prospectus
provides you with a general description of the securities we may
offer. Each time we sell securities, we will provide a
prospectus supplement that will contain specific information
about the terms of that offering. The prospectus supplement may
also add, update or change information contained in this
prospectus. To the extent that any statement that we make in a
prospectus supplement is inconsistent with statements made in
this prospectus, you should assume that the statements made in
the prospectus supplement modify or supersede those made in this
prospectus. You should read both this prospectus and any
prospectus supplement together with additional information
described under the heading Where You Can Find More
Information.
FORWARD-LOOKING
STATEMENTS
This prospectus and the documents incorporated or deemed to be
incorporated by reference into this prospectus contain
forward-looking statements within the meaning of
Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as
amended, with respect to the financial condition, results of
operations and business of Avnet, Inc. and subsidiaries. You can
find many of these statements by looking for words like
believes, expects,
anticipates, should, will,
may, estimates or similar expressions in
this prospectus or in documents incorporated by reference in
this prospectus.
These forward-looking statements are subject to numerous
assumptions, risks and uncertainties. Factors that may cause
actual results to differ materially from those contemplated by
the forward-looking statements include, but are not limited to,
the following:
|
|
|
|
|
A technology industry down-cycle, particularly in the
semiconductor sector, would adversely affect Avnets
expected operating results.
|
|
|
|
Competitive margin pressures among distributors of electronic
components and computer products may increase significantly
through increased competition for existing customers or
otherwise.
|
|
|
|
General economic or business conditions, domestic and foreign,
may be less favorable than management expected, resulting in
lower sales and profitability which can, in turn, impact the
Companys credit ratings, debt covenant compliance and
liquidity, as well as the Companys ability to maintain
existing unsecured financing or to obtain new financing.
|
|
|
|
Avnet may be adversely affected by the allocation of products by
suppliers.
|
|
|
|
Avnets ability to successfully integrate the Memec
acquisition may impact Avnets ability to achieve the
desired synergy savings and expected profitability in the
combined business.
|
|
|
|
Legislative or regulatory changes may adversely affect the
businesses in which Avnet is engaged.
|
|
|
|
Adverse changes may occur in the securities markets.
|
|
|
|
Changes in interest rates and currency fluctuations may impact
Avnets profit margins.
|
Although management believes that the plans and expectations
reflected in or suggested by these forward-looking statements
are reasonable, management cannot assure you that we will
achieve or realize these plans and expectations. Because
forward-looking statements are subject to risks and
uncertainties, actual results may differ materially from those
expressed or implied by them. Management cautions you not to
place undue reliance on these statements, which speak only as of
the date of this prospectus.
1
We do not undertake any obligation to update any forward-looking
statements, whether as a result of new information, future
events or otherwise.
WHERE YOU
CAN FIND MORE INFORMATION
We file annual, quarterly and current reports, proxy statements
and other information with the Securities and Exchange
Commission, or the SEC (Commission File Number 1-04224). These
filings contain important information, which does not appear in
this prospectus. You can inspect and copy these reports, proxy
statements and other information at the public reference
facilities of the SEC at the SECs Public Reference Room
located at 100 F Street, N.E., Washington, D.C. 20549.
Please call the SEC at
1-800-SEC-0330
for further information on the operation of the Public Reference
Room and to obtain copies of Avnets filings. The SEC also
maintains a web site that contains reports, proxy and
information statements and other information regarding
registrants that file electronically with the SEC
(http://www.sec.gov). We also post certain of these filings on
our website at www.avnet.com. You can inspect reports and other
information we file at the office of the New York Stock
Exchange, Inc., 20 Broad Street, New York, New York 10005.
We have filed registration statements and related exhibits with
the SEC under the Securities Act of 1933, as amended. The
registration statements contain additional information about us
and the securities we may issue. You may inspect the
registration statements and exhibits without charge at the
office of the SEC at 100 F Street, N.E., Washington, D.C. 20549,
and you may obtain copies from the SEC at prescribed rates.
INCORPORATION
BY REFERENCE
The SEC allows us to incorporate by reference
information into this prospectus, which means that we can
disclose important information to you by referring to those
documents. We hereby incorporate by reference the
documents listed below, which means that we are disclosing
important information to you by referring you to those
documents. The information that we file later with the SEC will
automatically update and in some cases supersede a portion or
all of the information in the documents listed below.
Specifically, we incorporate by reference the following
documents or information filed with the SEC (other than, in each
case, documents or information deemed to have been furnished and
not filed in accordance with SEC rules):
|
|
|
|
|
Avnets Annual Report on
Form 10-K
for the fiscal year ended July 2, 2005,
|
|
|
|
|
|
Avnets Quarterly Reports on
Form 10-Q
for the fiscal quarters ended October 1, 2005 and
December 31, 2005,
|
|
|
|
|
|
To the extent filed, Avnets Current Reports on
Form 8-K
filed on July 11, 2005, August 19, 2005,
September 13, 2005, September 27, 2005,
September 29, 2005, October 17, 2005 and
November 17, 2005, as amended by our Current Reports on
Form 8-K/A
filed on August 15, 2005, September 16, 2005 and
September 30, 2005, respectively,
|
|
|
|
|
|
Avnets Proxy Statement filed on October 5, 2005 and
as amended on October 13, 2005 and
|
|
|
|
|
|
the description of Avnets common stock which appears in
Avnets registration statement for the registration of the
common stock under Section 12(b) of the Securities Exchange
Act of 1934, including any amendment or report filed to update
this description.
|
All documents which Avnet has filed or will file, as applicable,
with the SEC pursuant to Section 13(a), 13(c), 14 or 15(d)
of the Securities Exchange Act after the date of the
registration statement and after the reports listed above and
before the termination of this offering of Avnets
securities will be deemed to be incorporated by reference in
this prospectus and to be a part of it from the filing dates of
such documents. Certain statements in and portions of this
prospectus update and replace information in the above listed
documents incorporated by reference. Likewise, statements in or
portions of a future document incorporated by reference in this
prospectus may update and replace statements in and portions of
this prospectus or the above listed documents.
2
You may request a copy of these filings at no cost by writing or
telephoning us at the following address:
Corporate Secretary
Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034
480-643-2000
You should rely only on the information incorporated by
reference or provided in this prospectus and any supplement. We
have not authorized anyone else to provide you with other
information.
3
RISK
FACTORS
You should carefully consider the following risk factors and the
other information contained or incorporated by reference in this
prospectus before making an investment in our common stock. The
information contained or incorporated by reference in this
prospectus includes forward-looking statements that involve
risks and uncertainties. We refer you to Forward-Looking
Statements in this prospectus. Our actual results could
differ materially from those anticipated in the forward-looking
statements as a result of certain factors, including the risks
described below and elsewhere in this prospectus.
We have separated the risks into two general groups:
|
|
|
|
|
Risks that relate to our business; and
|
|
|
|
Risks that relate specifically to owning our common stock.
|
We have described certain risks that management believes are
applicable to our business and the industry in which we operate.
There may be additional risks that are not material or that are
not presently known to us. There are also risks within the
economy, the industry and the capital markets that affect us
generally, which have not been described below.
If any of the described events occur, our business, prospects,
results of operations, financial condition or liquidity could be
materially adversely affected. When stated below that a risk may
have a material adverse effect, it means that such risk may have
one or more of these effects.
Risks
Relating to Our Business
A
large portion of our revenues come from sales of semiconductors,
which is a highly cyclical industry, and an industry down-cycle
could significantly affect our operating results.
The semiconductor industry historically has experienced periodic
fluctuations in product supply and demand, often associated with
changes in technology and manufacturing capacity, and is
generally considered to be highly cyclical. During the last
three fiscal years, sales of semiconductors represented over 50%
of our consolidated sales and our revenues, particularly in our
Electronics Marketing group, closely follow the strength or
weakness of the semiconductor market. For example, as a result
of the semiconductor industry downturn in 2001 and 2002, our
revenues fell from $12.8 billion in fiscal year 2001 to
$8.9 billion in fiscal year 2002 and were $9.0 billion
in fiscal year 2003. We also generated a net loss in each of
fiscal year 2002 and fiscal year 2003 due in part to numerous
restructurings and other charges in both years. While the
semiconductor industry has strengthened recently, it is
uncertain whether this improvement will continue and future
downturns in the technology industry, particularly in the
semiconductor sector, could negatively affect our operating
results in the future and negatively impact our ability to
maintain our current profitability levels.
If we
are unable to maintain our relationships with key suppliers, it
could adversely affect our sales.
Approximately 18.7% of our consolidated sales in fiscal year
2005 came from sales of IBM products and services and we expect
IBM products and services to account for over 10% of our
consolidated sales in fiscal year 2006. Based upon fiscal 2006
results to date, we also expect that sales of Xilinx products
will constitute over 10% of our consolidated sales in fiscal
2006. In fiscal 2005, sales of products and services from two
other suppliers exceeded 5% of our consolidated sales. Our
contracts with our suppliers, including those with IBM and
Xilinx, vary in duration and are generally terminable by either
party at will upon notice. To the extent IBM, Xilinx or a group
of other primary suppliers is not willing to do business with us
in the future, our business and our relationships with our
customers could be materially adversely affected because our
customers depend on our distribution of electronic components
and computer products from the industrys leading
suppliers. In addition, to the extent that any of our key
suppliers modifies the terms of their contracts with us,
including, without limitation, the terms regarding price
protection, rights of return, rebates or other terms that
protect our gross margins, it could materially adversely affect
our results of operations, financial condition or liquidity.
4
We may
not have adequate or cost-effective liquidity or capital
resources.
Our ability to satisfy our cash needs depends on our ability to
generate cash from operations and to access the financial
markets, both of which are subject to general economic,
financial, competitive, legislative, regulatory and other
factors that are beyond our control.
We may need to satisfy our cash needs through external
financing. However, external financing may not be available to
us on acceptable terms or at all. As of December 31, 2005,
we had outstanding aggregate principal amounts of
$250 million of our 6% senior notes due
September 1, 2015, $475 million of our 9
3/4%
notes due February 15, 2008, $143.7 million of our
8% notes due November 15, 2006, $300 million of
our 2% convertible senior debentures due March 15,
2034 and $150.2 million of debt under various bank credit
facilities and other financings consisting of various committed
and uncommitted lines of credit with financial institutions
utilized primarily to support the working capital requirements
of foreign operations. We need cash to make interest payments
on, and refinance, this indebtedness and for general corporate
purposes, such as funding our ongoing working capital and
capital expenditure needs. Under the terms of any external
financing, we may incur higher than expected financing expenses
and become subject to additional restrictions and covenants. Any
material increase in our financing costs could have a material
adverse effect on our profitability.
We have an accounts receivable securitization program, or the
Securitization Program, which allows us to sell, on a revolving
basis, an undivided interest of up to $450 million in
eligible U.S. and foreign receivables while retaining a
subordinated interest in a portion of the receivables. The
Securitization Program expires in August 2006, and we expect it
will be renewed for another one-year term on substantially
similar terms, although there can be no assurances that we will
be able to do so. In particular, we are required to maintain
certain specified financial ratios and tests as provided in our
five-year, $500 million credit facility, which expires in
October 2010. If we fail to meet these financial ratios and
tests, we may be unable to continue to utilize the
Securitization Program or to borrow under the credit facility.
If we could not continue to utilize the Securitization Program,
we may not have sufficient cash available to make interest
payments on and refinance indebtedness and for general corporate
needs.
The
agreements governing some of our financings contain various
covenants and restrictions that limit the discretion of
management in operating our business and could prevent us from
engaging in some activities that may be beneficial to our
business.
The agreements governing our financing, including our five-year,
$500 million credit facility and the indentures governing
our outstanding notes, contain various covenants and
restrictions that, in certain circumstances, limit our ability
and the ability of certain subsidiaries to:
|
|
|
|
|
grant liens on assets;
|
|
|
|
make restricted payments (including paying dividends on capital
stock or redeeming or repurchasing capital stock);
|
|
|
|
make investments;
|
|
|
|
merge, consolidate or transfer all or substantially all of our
assets;
|
|
|
|
incur additional debt; or
|
|
|
|
engage in certain transactions with affiliates.
|
As a result of these covenants and restrictions, we are limited
in how we conduct our business and may be unable to raise
additional debt, compete effectively or make investments.
Declines
in the value of our inventory or unexpected order cancellations
by our customers could materially adversely affect our business,
results of operations, financial condition or
liquidity.
The electronic components and computer products industry is
subject to rapid technological change, new and enhanced products
and evolving industry standards, which can contribute to a
decline in value or obsolescence of inventory. During an
industry
and/or
economic downturn it is possible that prices will decline due to
an oversupply of product and, therefore, there may be greater
risk of declines in inventory value. Although it is the policy
of many
5
of our suppliers to offer distributors like us certain
protections from the loss in value of inventory (such as price
protection, limited rights of return and rebates), we cannot
assure you that such return policies and rebates will fully
compensate us for the loss in value, or that the vendors will
choose to, or be able to, honor such agreements, some of which
are not documented and therefore subject to the discretion of
the vendor. In addition, our sales are typically made pursuant
to individual purchase orders, and we generally do not have
long-term supply arrangements with our customers. Generally, our
customers may cancel orders 30 days prior to shipment with
minimal penalties. We cannot assure you that unforeseen new
product developments, declines in the value of our inventory or
unforeseen order cancellations by our customers will not
materially adversely affect our business, results of operations,
financial condition or liquidity, or that we will successfully
manage our existing and future inventories.
Substantial
defaults by our customers on our accounts receivable or the loss
of significant customers could have a significant negative
impact on our business, results of operations, financial
condition or liquidity.
A significant portion of our working capital consists of
accounts receivable from customers. If customers responsible for
a significant amount of accounts receivable were to become
insolvent or otherwise unable to pay for products and services,
or were to become unwilling or unable to make payments in a
timely manner, our business, results of operations, financial
condition or liquidity could be adversely affected. In the event
of an economic or industry downturn, such downturn could have an
adverse affect on the servicing of these accounts receivable,
which could result in longer payment cycles, increased
collection costs and defaults in excess of managements
expectations. A significant deterioration in our ability to
collect on accounts receivable could also impact the cost or
availability of financing under our Securitization Program.
The
electronics component and computer industries are highly
competitive and if we cannot effectively compete, our revenues
may decline.
The market for our products and services is very competitive and
subject to rapid technological advances. Not only do we compete
with other global distributors, we also compete for customers
with regional distributors and some of our own suppliers. Our
failure to maintain and enhance our competitive position could
adversely affect our business and prospects. Furthermore, our
efforts to compete in the marketplace could cause deterioration
of gross profit margins and, thus, overall profitability. For
instance, there is substantial and continuing pressure from
customers to reduce the total cost of purchasing our products.
To remain competitive and retain our customers and gain new
ones, we must continue to reduce our operating costs and strive
to minimize our customers shipping and inventory financing
costs and to meet their other goals for rationalization of
supply and production.
The sizes of our competitors vary across market sectors, as do
the resources we have allocated to the sectors in which we do
business. Therefore, some of the competitors may have greater
financial, personnel, capacity and other resources or a more
extensive customer base than we have in one or more of our
market sectors. As a result, our competitors may be able to
purchase products from their suppliers on more favorable terms
or be in a stronger position to respond quickly to potential
acquisitions and other market opportunities, new or emerging
technologies and changes in customer requirements.
Our
non-U.S. locations
represent a significant and growing portion of our revenue, and
consequently, we are increasingly exposed to risks associated
with operating internationally.
During fiscal year 2005, approximately 53% of our sales came
from our operations outside the United States. During fiscal
years 2004 and 2003, respectively, approximately 52% and 50% of
our sales were from locations outside the United States. Most
notable in this growth of
non-U.S. sales
is the increasing volume of sales activity in the Asia region,
which accounted for approximately 14% of consolidated sales
during fiscal year 2005. As a result of our foreign sales and
locations, our operations are subject to a variety of risks that
are specific to international operations, including the
following:
|
|
|
|
|
potential restrictions on our ability to repatriate funds from
our foreign subsidiaries;
|
|
|
|
foreign currency fluctuations and the impact on our reported
results of operations of the translation of the foreign
currencies to U.S. dollars;
|
6
|
|
|
|
|
import and export duties and value added taxes;
|
|
|
|
import and export regulation changes;
|
|
|
|
changing foreign tax laws and regulations;
|
|
|
|
political instability, terrorism and potential military
conflicts;
|
|
|
|
inflexible employee contracts in the event of business
downturns; and
|
|
|
|
the burden and cost of compliance with foreign laws.
|
Manufacturing of electronic component and computer products is
increasingly shifting to lower-cost production facilities in
Asia, and most notably the Peoples Republic of China. Our
business and prospects could be materially adversely affected if
this shift continues and we are unable to develop distribution
relationships with these or other manufacturers on acceptable
terms. In particular, if we are unable to develop relationships
with manufacturers that provide profit margins comparable to the
margins maintained under existing relationships, our operating
results may be negatively affected.
In addition, we have operations in several locations in emerging
or developing economies that have a potential for higher risk.
The risks associated with these economies include currency
volatility and other economic or political risks. While we have
and will continue to adopt measures to reduce the impact of
losses resulting from volatile currencies and other risks of
doing business abroad, we cannot ensure that such measures will
be adequate.
Failure
to retain key senior management could harm our
operations.
Our success depends to a large extent upon the efforts and
abilities of key senior management. Our senior management is
very experienced, with significant longevity in both years of
industry experience and years at Avnet. For example, Roy Vallee,
our Chairman and Chief Executive Officer, has over 30 years
experience in the industry, including 29 years at Avnet.
The loss of any key members of our management may materially and
adversely affect our business, financial condition, and results
of operations.
We may
not realize fully the cost savings and other benefits we expect
to realize as a result of our acquisition of Memec. This may
adversely affect our earnings and financial
condition.
On July 5, 2005, we purchased Memec with the expectation
that the acquisition will result in various benefits, including,
among others, operating expense synergies, the expansion of our
Electronics Marketing operating group in each of our three major
economic regions (the Americas, EMEA and Asia), and entrance
into the Japanese market. The merger involves the integration of
two companies that have previously operated independently.
Achieving these benefits will depend in part upon meeting the
challenges inherent in the successful combination of two
business enterprises of the size and scope of Avnet and Memec
and our ability to successfully dedicate personnel and resources
to the integration efforts. Challenges like these may not be met
and may negatively impact our operations following the merger.
Delays encountered in the transition process could have a
material adverse effect upon our sales, level of expenses,
operating results and financial condition.
Our
growth through acquisitions depends on our ability to find
suitable acquisition opportunities, finance those acquisitions,
and manage the acquired businesses, and may have some adverse
financial effects.
We intend to consider selective acquisition opportunities going
forward such as our recent acquisition of Memec. Therefore, we
may acquire businesses or technologies in the future that we
believe are a strategic fit with our business. These
acquisitions may result in unforeseen operating difficulties and
expenditures and may absorb significant management attention
that would otherwise be available for ongoing development of our
business. In addition, the integration of businesses or
technologies may prove to be more difficult than expected, and
we may be unsuccessful in maintaining and developing
relationships with the employees, customers and business
partners of acquisition targets or otherwise realizing the
expected benefits of these transactions. Since we will not be
able to accurately predict these difficulties and expenditures,
it is possible that these costs may outweigh the value we
realize from the acquisitions. Future acquisitions could also
result in issuances of equity securities that would reduce our
shareholders ownership interest, the incurrence of debt or
contingent liabilities.
7
Risks
Relating to this Offering
The
trading price of our common stock is likely to be volatile, and
you may not be able to sell your shares at or above the public
offering price.
The trading prices of the securities of technology companies
have been highly volatile. Accordingly, the trading price of our
common stock is likely to be subject to wide fluctuations.
Factors affecting the trading price of our common stock include:
|
|
|
|
|
variations in operating results;
|
|
|
|
changes in foreign currency exchange rates, which may negatively
impact our reported results of operations;
|
|
|
|
announcements of technological innovations in the electronic
components or computer products industries, strategic alliances
or significant agreements by us or by our competitors;
|
|
|
|
The gain or loss of significant customers or suppliers;
|
|
|
|
announcements relating to our possible acquisition of other
businesses or technologies;
|
|
|
|
changes in the estimates of our operating results or changes in
recommendations by any securities analysts that elect to follow
our common stock;
|
|
|
|
terrorist acts and political instability; and
|
|
|
|
market conditions in our industry, the industries of our
customers and our suppliers and the economy as a whole.
|
In addition, if the market for technology stocks or the stock
market in general experiences a loss of investor confidence, the
trading price of our common stock could decline for reasons
unrelated to our business, operating results or financial
condition.
Anti-takeover
provisions in our organizational documents and New York law make
any change in control more difficult.
Our certificate of incorporation and by-laws contain provisions
that may delay or prevent a change in control, may discourage
bids at a premium over the market price of our common stock and
may affect adversely the market price of our common stock and
the voting and other rights of the holders of our common stock.
These provisions include:
|
|
|
|
|
prohibiting our shareholders from calling a special meeting of
shareholders;
|
|
|
|
our ability to issue additional shares of our common stock
without shareholder approval;
|
|
|
|
our ability to issue preferred stock with voting or conversion
rights that adversely affect the voting or other rights of
holders of common stock without their approval;
|
|
|
|
provisions that provide that vacancies on the board of directors
(except in the case of directors removed by the shareholders
without cause), including any vacancy resulting from an
expansion of the board, may be filled by a vote of the directors
in office at the time of the vacancy; and
|
|
|
|
advance notice requirements for raising matters of business or
making nominations at shareholders meetings.
|
We are also subject to provisions of the New York corporation
law that, in general, prohibit any business combination with an
interested shareholder that is the beneficial owner
of 20% or more of our common stock for five years after the
point in time that such interested shareholder acquired shares
constituting 20% or more of our common stock unless the
holders acquisition of our stock was approved in advance
by our board of directors. After this five-year period, any
business combination with such interested shareholder is
prohibited unless either certain fair price
provisions are complied with or the business combination is
approved by a majority of the outstanding voting stock not
beneficially owned by the interested shareholder.
8
These provisions of our certificate of incorporation and by-laws
and New York law could delay or prevent a change in control,
even if our shareholders support such proposals. Moreover, these
provisions could diminish the opportunities for shareholders to
participate in certain tender offers, including tender offers at
prices above the then-current market value of our common stock,
and may also inhibit increases in the trading price of our
common stock that could result from takeover attempts or
speculation.
THE
COMPANY
Avnet is the worlds largest industrial distributor, based
on sales, of electronic components, enterprise computer products
and embedded subsystems. Avnet creates a vital link in the
technology supply chain that connects over 300 of the
worlds leading electronic component and computer product
manufacturers and software developers as a single source for
multiple products for a global customer base of over 100,000
original equipment manufacturers contract manufacturers,
original design manufacturers, value-added resellers and
end-users. Avnet distributes electronic components, computer
products and software as received from its suppliers or with
assembly or other value added by Avnet. Additionally, Avnet
provides engineering design, materials management and logistics
services, system integration and configuration, and supply chain
advisory services.
USE OF
PROCEEDS
We will not receive any of the proceeds from the sale of the
common stock by the selling shareholders.
DESCRIPTION
OF COMMON STOCK
Avnet is authorized to issue 300,000,000 shares of common
stock, par value $1.00 per share. At the close of business
on February 2, 2006, Avnet had outstanding
146,295,572 shares of common stock, including 13,785
treasury shares. All outstanding shares of common stock are
fully paid and nonassessable.
The holders of shares of Avnets common stock have equal
rights to dividends from funds legally available for the payment
of dividends when, as and if declared by Avnets board of
directors, and are entitled, upon liquidation, to share ratably
in any distribution in which holders of common stock
participate. The common stock is not redeemable, has no
preemptive or conversion rights and is not liable for
assessments or further calls. The holders of shares of
Avnets common stock are entitled to one vote for each
share at all meetings of shareholders.
The transfer agent and registrar for Avnets common stock
is Wachovia Bank, N.A. Avnets common stock is listed on
the New York Stock Exchange.
Under its certificate of incorporation, Avnet is authorized to
issue up to 3,000,000 shares of preferred stock, in series.
For each series of preferred stock, Avnets board of
directors may fix the relative rights, preferences and
limitations as between the shares of such series, the shares of
other series of Avnet preferred stock, and the shares of Avnet
common stock. No shares of Avnet preferred stock are outstanding.
Board of
Directors
Although New York law permits the certificate of incorporation
of a New York corporation to provide for cumulative voting in
the election of directors, Avnets certificate of
incorporation does not so provide.
New York law permits the certificate of incorporation or by-laws
of a New York corporation to divide its directors into as many
as four classes with staggered terms of office. However,
Avnets certificate and by-laws do not so provide for a
classified board of directors. Therefore, all of its directors
are elected annually for one-year terms.
Under New York law, shareholders may remove any or all directors
for cause. New York law also allows directors to be removed
without cause if provided in the certificate of incorporation.
The Avnet certificate of incorporation authorizes any or all of
the directors to be removed with or without cause at any time by
the vote of the holders of a majority of the stock of Avnet and
provides that the terms of the removed directors shall forthwith
terminate.
9
New York law provides that newly created directorships resulting
from an increase in the number of directors and vacancies
arising for any reason may be filled by vote of the board of
directors, whether or not constituting a quorum, except that:
|
|
|
|
|
vacancies resulting from the removal of directors without cause
may be filled only by a vote of the shareholders, unless the
certificate of incorporation or a specific provision of a by-law
adopted by the shareholders provides that such a vacancy may be
filled by a vote of the board of directors; and
|
|
|
|
the certificate of incorporation or by-laws may provide that all
newly created directorships and vacancies may be filled only by
a vote of the shareholders.
|
The Avnet by-laws provide that any vacancy created by the
removal of a director by the shareholders with cause may be
filled only by a vote of the shareholders, and that any vacancy
created for any other reason may be filled by a vote of the
board of directors or the shareholders.
Power to
Call Special Shareholders Meetings
Under New York law, a special meeting of shareholders may be
called by the board of directors and by such person or persons
as may be authorized to do so in the certificate of
incorporation or by-laws. In addition, if an annual shareholder
meeting has not been held for a certain period of time and a
sufficient number of directors were not elected to conduct the
business of the corporation, the board must call a special
meeting for the election of directors. If the board fails to do
so, or sufficient directors are not elected within a certain
period of time, holders of 10% of the votes of the shares
entitled to vote in an election of directors may call a special
meeting for such an election.
Actions
by Written Consent of Shareholders
New York law provides that any action which may be taken by
shareholders by vote may be taken without a meeting by written
consent, signed by holders of all outstanding shares entitled to
vote, or if authorized by the certificate of incorporation, by
holders of the minimum number of shares necessary to authorize
the action at a meeting of shareholders at which all shares
entitled to vote are present and voted. The Avnet certificate of
incorporation does not authorize shareholders to act by less
than unanimous written consent.
Dividends
and Repurchases of Shares
Under New York law, dividends may be declared or paid and other
distributions may be made out of surplus only, so that the net
assets of the corporation remaining after a dividend or
distribution must at least equal the amount of the
corporations stated capital. A corporation may declare and
pay dividends or make other distributions except when the
corporation is currently insolvent or would thereby be made
insolvent or when the declaration, payment or distribution would
be contrary to any restrictions contained in its certificate of
incorporation.
Approval
of Certain Business Combinations and Reorganizations
Under New York law, two-thirds of the votes of all outstanding
shares entitled to vote thereon are required to approve mergers,
consolidations, share exchanges or sales, leases or other
dispositions of all or substantially all the assets of a
corporation if not made in the usual or regular course of
business. New York law was amended in 1998 to permit a New York
corporation then in existence to reduce the required vote to a
majority of the outstanding shares. Pursuant to this amendment,
Avnets certificate of incorporation provides that such
transactions shall be approved by a majority of the outstanding
shares entitled to vote thereon.
Business
Combination Following a Change in Control
New York law prohibits any business combination (defined to
include a variety of transactions, including mergers,
consolidations, sales or dispositions of assets, issuances of
stock, liquidations, reclassifications and the receipt of
certain benefits from the corporation, including loans or
guarantees) with, involving or proposed by any interested
shareholder (defined generally as any person that beneficially
owns, directly or indirectly, 20% or more of the outstanding
voting stock of a New York corporation or any person that is an
affiliate or associate of a New York corporation and at any time
within the past five years was a beneficial owner of 20% or more
of the outstanding
10
voting stock) for a period of five years after the date on which
the interested shareholder first became an interested
shareholder, unless the transaction is approved by the board of
directors prior to the date on which the interested shareholder
became an interested shareholder. After this five-year period, a
business combination between a New York corporation and the
interested shareholder is prohibited unless either certain
fair price provisions are complied with or the
business combination is approved by a majority of the
outstanding voting stock not beneficially owned by the
interested shareholder. Under New York law, corporations may
elect not to be governed by the statute described above, but
Avnets certificate of incorporation does not contain such
an election.
Dissenters
Appraisal Rights
Under New York law, any shareholder of a corporation has the
right to obtain payment for the fair value of the
shareholders shares in the event of
|
|
|
|
|
certain amendments or changes to the certificate of
incorporation adversely affecting the rights of the shareholder,
|
|
|
|
certain mergers or consolidation of the corporation if the
shareholder is entitled to vote thereon,
|
|
|
|
a merger or consolidation where the shareholder is not entitled
to vote or if the shareholders shares will be canceled or
exchanged for cash or other consideration other than shares of
the surviving or consolidated corporation or another corporation,
|
|
|
|
certain sales, leases, exchanges or other dispositions of all or
substantially all of the assets of the corporation which require
shareholder approval other than a transaction solely for cash,
and
|
|
|
|
certain share exchanges.
|
However, no appraisal rights will be available in a merger to a
shareholder of the surviving corporation whose rights are not
adversely affected or whose shares were, at the record date to
vote on the plan of merger, either listed on a national
securities exchange or designated as a national market system
security on an interdealer quotation system by the National
Association of Securities Dealers, Inc.
SELLING
SHAREHOLDERS
Information about selling shareholders, where applicable, will
be set forth in a prospectus supplement, in a post-effective
amendment, or in filings we make with the SEC under the Exchange
Act which are incorporated by reference.
PLAN OF
DISTRIBUTION
We will set forth in the applicable prospectus supplement a
description of the plan of distribution of the common stock that
may be offered under this prospectus.
LEGAL
MATTERS
The validity of any offered securities will be passed upon for
Avnet by David R. Birk, its Senior Vice President, General
Counsel and Secretary. Mr. Birk beneficially owns
261,418 shares of Avnets common stock, which includes
232,465 shares issuable upon exercise of employee stock
options and 11,300 allocated but not yet delivered incentive
shares. Certain legal matters with respect to offered securities
will be passed upon for the underwriters, dealers or agents, if
any, by their counsel.
EXPERTS
The consolidated financial statements of Avnet, Inc. and
subsidiaries as of July 2, 2005 and July 3, 2004, and
for each of the years in the three-year period ended
July 2, 2005, and managements assessment of the
effectiveness of internal control over financial reporting as of
July 2, 2005, have been incorporated by reference herein in
reliance upon the reports of KPMG LLP, independent registered
public accounting firm, incorporated by reference herein, and
upon the authority of said firm as experts in accounting and
auditing.
11
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
|
|
Item 14.
|
Other
Expenses of Issuance and Distribution
|
The following table sets forth the fees and expenses in
connection with the registration of the securities being offered
hereby. All amounts are estimates.
|
|
|
|
|
Securities and Exchange Commission
registration fee
|
|
$
|
*
|
|
Legal fees and expenses
|
|
|
275,000
|
|
Accounting fees and expenses
|
|
|
50,000
|
|
Printing and engraving expenses
|
|
|
80,000
|
|
Miscellaneous
|
|
|
20,000
|
|
|
|
|
|
|
Total
|
|
$
|
425,000
|
|
|
|
|
|
|
|
|
* |
In accordance with Rules 456(b) and 457(r), we are
deferring payment of the registration fee until the time the
securities are sold under this Registration Statement pursuant
to a prospectus supplement. On December 30, 2005, $12,193.44 was
previously transmitted to the SEC in connection with the
securities offered from the Registration Statement File No.
333-130783.
|
|
|
Item 15.
|
Indemnification
of Directors and Officers
|
Section 6.6 of the registrants By-laws provides as
follows:
Indemnification
of Directors and Officers
The Corporation shall indemnify to the full extent
permitted by law any person made or threatened to be made a
party to any action or proceeding, whether civil, criminal,
administrative or investigative, including an action by or in
the right of any other enterprise which any director or officer
of the Corporation served in any capacity, by reason of the fact
that such person or such persons testator or intestate is
or was a director or officer of the Corporation or serves or
served such other enterprise in any capacity at the request of
the Corporation. Expenses incurred by any such person in
defending any such action or proceeding shall be paid or
reimbursed by the Corporation in advance of the final
disposition of such action or proceeding promptly upon receipt
by it of an undertaking by or on behalf of such person to repay
such expenses if it shall ultimately be determined that such
person is not entitled to be indemnified by the Corporation. The
rights provided to any person by this by-law shall be
enforceable against the Corporation by such person who shall be
presumed to have relied upon it in serving or continuing to
serve as a director or officer as provided above. No amendment
of this by-law shall impair the rights of any person arising at
any time with respect to events occurring prior to such
amendment. For purposes of this by-law, the term
corporation shall include any constituent or
subsidiary corporation (including any constituent of a
constituent or subsidiary of a subsidiary) absorbed by the
Corporation in a consolidation or merger; the term other
enterprise shall include any corporation, partnership,
joint venture, trust, employee benefit plan or other enterprise;
service at the request of the Corporation shall
include service as a director, officer or employee of the
Corporation which imposes duties on, or involves services by,
such director, officer or employee with respect to an employee
benefit plan, its participants or beneficiaries; any excise
taxes assessed on a person with respect to an employee benefit
plan shall be deemed to be indemnifiable expenses; and action
taken or omitted by a person with respect to an employee benefit
plan which such person reasonably believes to be in the interest
of the participants and beneficiaries of such plan shall be
deemed to be action not opposed to the best interests of the
Corporation.
Section 721 of the New York Business Corporation Law (the
B.C.L.) provides that no indemnification may be made
to or on behalf of any director or officer of the registrant if
a judgment or other final adjudication adverse to the
director or officer establishes that his acts were committed in
bad faith or were the result of active and deliberate dishonesty
and were material to the cause of action so adjudicated, or that
he personally gained in fact a financial profit or other
advantage to which he was not legally entitled.
II-1
The rights granted under Section 6.6 of the By-laws are in
addition to, and are not exclusive of, any other rights to
indemnification and expenses to which any director or officer
may otherwise be entitled. Under the B.C.L., a New York
corporation may indemnify any director or officer who is made or
threatened to be made a party to an action by or in the right of
such corporation against amounts paid in settlement and
reasonable expenses, including attorneys fees,
actually and necessarily incurred by him in connection with the
defense or settlement of such action, or in connection with an
appeal therein, if such director or officer acted, in good
faith, for a purpose which he reasonably believed to be in the
best interests of the corporation, except that no
indemnification shall be made in respect of (1) a
threatened action, or a pending action which is settled or
otherwise disposed of, or (2) any claim, issue or matter as
to which such director or officer shall have been adjudged
liable to the corporation, unless and only to the extent that a
court determines that the director or officer is fairly and
reasonably entitled to indemnity (B.C.L. Section 722(c)). A
corporation may also indemnify directors and officers who are
parties to other actions or proceedings (including actions or
proceedings by or in the right of any other corporation or other
enterprise which the director or officer served at the request
of the corporation) against judgments, fines, amounts paid
in settlement and reasonable expenses, including attorneys
fees, actually or necessarily incurred as a result of such
actions or proceedings, or any appeal therein, provided the
director or officer acted, in good faith, for a purpose which he
reasonably believed to be in the best interests of the
corporation (or in the case of service to another corporation or
other enterprise at the request of such corporation, not opposed
to the best interests of such corporation) and, in criminal
cases, that he also had no reasonable cause to believe that his
conduct was unlawful (B.C.L. Section 722(a)). Any
indemnification under Section 722 may be made only if
authorized in the specific case by disinterested directors, or
by the board of directors upon the opinion in writing of
independent legal counsel that indemnification is proper, or by
the shareholders (B.C.L. Section 723(b)), but even without
such authorization, a court may order indemnification in certain
circumstances (B.C.L. Section 724). Further, any director
or officer who is successful, on the merits or
otherwise, in the defense of an action or proceeding is
entitled to indemnification as a matter of right (B.C.L.
Section 723(a)).
A New York corporation may generally purchase insurance,
consistent with the limitations of New York insurance law and
regulatory supervision, to indemnify the corporation for any
obligation which it incurs as a result of the indemnification of
directors and officers under the provisions of the B.C.L., so
long as no final adjudication has established that the
directors or officers acts of active and deliberate
dishonesty were material to the cause of action so adjudicated
or that the directors or officers personally gained in fact a
financial profit or other advantage (B.C.L. Section 726).
The registrants directors and officers are currently
covered as insureds under directors and officers
liability insurance. Such insurance is subject to renewal in
August of 2006 and provides coverage for directors and officers
of the registrant and its subsidiaries against claims made
during the policy period relating to certain civil liabilities,
including liabilities under the Securities Act.
|
|
|
|
|
|
|
|
|
|
|
Incorporation by Reference
|
|
|
|
|
(where a report or registration
statement is
|
|
|
|
|
indicated below, that document
has been
|
|
|
|
|
previously filed with the SEC
and the
|
Exhibit
|
|
|
|
applicable exhibit is
incorporated by
|
Number
|
|
Description
|
|
reference thereto)
|
|
|
4.2
|
|
|
Registration Rights Agreement,
dated as of July 5, 2005, between Avnet, Inc. and certain
shareholders of Memec Group Holdings Limited.
|
|
Exhibit 99.2 to our
Form 8-K
filed on July 11, 2005.
|
|
5.1
|
|
|
Opinion of David R. Birk, Esq.
with respect to the legality of the securities being registered
hereunder.
|
|
Exhibit 5.1 to our
Form S-3
filed on December 30, 2005.
|
|
23.1
|
|
|
Consent of KPMG LLP.
|
|
Filed herewith.
|
|
23.2
|
|
|
Consent of David R.
Birk, Esq.
|
|
Included in Exhibit 5.1 to
our
Form S-3
filed on December 30, 2005.
|
|
24.1
|
|
|
Power of Attorney
|
|
Exhibit 24.1 to our
Form S-3
filed on December 30, 2005.
|
II-2
(1) The undersigned 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 Securities Act;
ii. to reflect in the prospectus any facts or events
arising after the effective date of this Registration Statement
(or the most recent post-effective amendment hereof) which,
individually or in the aggregate, represent a fundamental change
in the information set forth in this Registration Statement.
Notwithstanding the foregoing, any increase or decrease in
volume of securities offered (if the total dollar value of
securities offered would not exceed that which was registered)
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 a 20%
change in the maximum aggregate offering price set forth in the
Calculation of Registration Fee table in the
effective registration statement; and
iii. to include any material information with respect to
the plan of distribution not previously disclosed in this
Registration Statement or any material change to such
information in this Registration Statement; provided, however,
that paragraphs (i) and (ii) above 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 or
Section 15(d) of the Securities Exchange Act of 1934 (the
Exchange Act) that are incorporated by reference in
this 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 undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act,
each filing of the registrants annual report pursuant to
Section 13(a) or 15(d) of the Exchange Act that is
incorporated by reference in this Registration Statement 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) The undersigned registrant hereby undertakes to deliver
or cause to be delivered with the prospectus, to each person to
whom the prospectus is sent or given, the latest annual report
to security holders that is incorporated by reference in the
prospectus and furnished pursuant to and meeting the
requirements of
Rule 14a-3
or
Rule 14c-3
under the Securities Exchange Act of 1934; and, where interim
financial information required to be presented by Article 3
of
Regulation S-X
are not set forth in the prospectus, to deliver, or cause to be
delivered to each person to whom the prospectus is sent or
given, the latest quarterly report that is specifically
incorporated by reference in the prospectus to provide such
interim financial information.
(4) Insofar as indemnification for liabilities arising
under the Securities Act may be permitted to directors, officers
and persons controlling the registrant pursuant to the
provisions referred to in Item 15 above, 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 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 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
II-3
expressed in the Securities Act and will be governed by the
final adjudication of such issue. The undersigned registrant
hereby undertakes that for the purposes of determining any
liability under the Securities Act:
a. The information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon
Rule 430A and contained in a form of prospectus filed by
the registrant pursuant to Rule 424(b)(1) or (4) or
497(h) under the Securities Act shall be deemed to be part of
this Registration Statement as of the time it was declared
effective; and
b. Each post-effective amendment that contains a form of
prospectus 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. Each prospectus required to be filed pursuant to
Rule 424(b)(2), (b)(5) or (b)(7) as part of a registration
statement in reliance on Rule 430B relating to an offering
made pursuant to Rule 415(a)(1)(i), (vii) or
(x) for the purpose of providing the information required
by Section 10(a) of the Securities Act of 1933 shall be
deemed to be part of and included in the registration statement
as of the earlier of the date such form of prospectus is first
used after effectiveness or the date of the first contract of
sale of securities in the offering described in the prospectus.
As provided in Rule 430B, for liability purposes of the
issuer and any person that is at that date an underwriter, such
date shall be deemed to be a new effective date of the
registration statement relating to the securities in the
registration statement to which the prospectus relates, and the
offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof. Provided,
however, that no statement made in a registration
statement or prospectus that is part of the registration
statement or made in a document incorporated or deemed
incorporated by reference into the registration statement or
prospectus that is part of the registration statement will, as
to a purchaser with a time of contract of sale prior to such
effective date, supersede or modify any statement that was made
in the registration statement or prospectus that was part of the
registration statement or made in any such document immediately
prior to such effective date.
(6) The undersigned hereby undertakes that, for the purpose
of determining liability of a Registrant under the Securities
Act of 1933 to any purchaser in the initial distribution of the
securities, each undersigned Registrant undertakes that in a
primary offering of securities of an undersigned Registrant
pursuant to this registration statement, regardless of the
underwriting method used to sell the securities to the
purchaser, if the securities are offered or sold to such
purchaser by means of any of the following communications, the
undersigned Registrant will be a seller to the purchaser and
will be considered to offer or sell such securities to such
purchaser:
a. Any preliminary prospectus or prospectus of an
undersigned Registrant relating to the offering required to be
filed pursuant to Rule 424;
b. Any free writing prospectus relating to the offering
prepared by or on behalf of an undersigned Registrant or used or
referred to by an undersigned Registrant;
c. The portion of any other free writing prospectus
relating to the offering containing material information about
an undersigned Registrant or its securities provided by or on
behalf of an undersigned Registrant; and
d. Any other communication that is an offer in the offering
made by an undersigned Registrant to the purchaser.
II-4
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-3,
and has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Phoenix,
State of Arizona, on February 3, 2006.
AVNET, INC.
Raymond Sadowski
Senior Vice President and
Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed on February 3, 2006,
by the following persons in the capacities indicated:
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
*
Roy
Vallee
|
|
Chairman of the Board, Chief
Executive
Officer and Director
|
|
February 3, 2006
|
|
|
|
|
|
*
Eleanor
Baum
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
J.
Veronica Biggins
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
Lawrence
W. Clarkson
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
Ehud
Houminer
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
James
A. Lawrence
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
Frank
Noonan
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
Ray
M. Robinson
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*
Peter
Smitham
|
|
Director
|
|
February 3, 2006
|
II-5
|
|
|
|
|
|
|
Signature
|
|
Title
|
|
Date
|
|
|
|
|
|
|
*
Gary
L. Tooker
|
|
Director
|
|
February 3, 2006
|
|
|
|
|
|
*By: /s/ Raymond
Sadowski
Raymond
Sadowski
Attorney-in-fact
|
|
|
|
|
II-6
EXHIBIT INDEX
|
|
|
|
|
|
|
Exhibit
|
|
|
Number
|
|
Description
|
|
|
23
|
.1
|
|
|
Consent of KPMG LLP
|
.
|
II-7
15,700,000 Shares
Common
Stock
PROSPECTUS
SUPPLEMENT
(TO
THE PROSPECTUS DATED FEBRUARY 3, 2006)
February ,
2006
Goldman,
Sachs & Co.
Credit
Suisse
Banc
of America Securities LLC
Raymond
James
Thomas
Weisel Partners LLC