As filed with the Securities and Exchange Commission on October 23, 2008.
Registration No.
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ARROW ELECTRONICS, INC.
(Exact name of issuer as specified in its charter)
|
|
|
|
|
New York
|
|
11-1806155
|
|
(State of Incorporation)
|
|
(I.R.S. Employer
|
|
|
|
Identification No.)
|
50 Marcus Drive
Melville, New York 11747
(631) 847-2000
(Address and telephone number of principal executive offices)
Arrow Electronics, Inc. 2004 Omnibus Incentive Plan
(Full Title of the Plan)
Peter S. Brown, Esq.
Senior Vice President
Arrow Electronics, Inc.
50 Marcus Drive
Melville, New York 11747
(631) 847-2000
(Name, address and telephone number of agent for service)
Copy to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: Howard S. Kelberg, Esq.
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated
filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large
accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
|
|
|
|
|
|
|
|
|
Large accelerated filer
þ
|
|
Accelerated filer
o
|
|
Non-accelerated filer
o
|
|
Smaller reporting company
o
|
|
|
|
|
|
(Do not check if a smaller reporting company)
|
|
|
CALCULATION OF REGISTRATION FEE
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Title of Securities to be
|
|
|
Amount to be
|
|
|
Proposed Maximum Offering
|
|
|
Proposed Maximum
|
|
|
Amount of Registration
|
|
|
|
Registered
|
|
|
Registered (1)
|
|
|
Price Per Share (2)
|
|
|
Aggregate Offering Price (2)
|
|
|
Fee (2)
|
|
|
|
Common Stock (par
value $1.00 per
share), newly
reserved under the
2004 Omnibus
Incentive Plan
|
|
|
5,000,000 shares
|
|
|
$16.62
|
|
|
$83,100,000
|
|
|
$3,265.83
|
|
|
|
|
|
|
|
|
(1)
|
|
This Registration Statement shall also cover any of the Company’s shares of Common Stock which
become issuable under the Company’s 2004 Omnibus Incentive Plan by reason of any stock dividend,
stock split, recapitalization or other similar transaction which results in an increase in the
number of Company’s outstanding Common Stock.
|
|
|
|
(2)
|
|
Estimated pursuant to Rule 457(c) and Rule 457(h) of the Securities Act of 1933, as amended,
solely for the purpose of computing the registration fee, based on the average of the high and low
price of Common Stock on the New York Stock Exchange on October 22, 2008.
|
TABLE OF CONTENTS
EXPLANATORY NOTE
This Registration Statement relates to the registration of 5,000,000 additional shares of the
common stock, par value $1.00 per share, of Arrow Electronics, Inc. (the “Company”) reserved for
issuance pursuant to the Company’s 2004 Omnibus Incentive Plan, as amended (the “Plan”), and
consists of only those items required by General Instruction E to Form S-8.
PART I
ITEM 1. PLAN INFORMATION
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is
omitted from the Registration Statement in accordance with Rule 428 under the Securities Act of
1933, as amended (the “Securities Act”), and the Note to Part I of Form S-8.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
Information required by Part I of Form S-8 to be contained in the Section 10(a) prospectus is
omitted from the Registration Statement in accordance with Rule 428 under the Securities Act and
the Note to Part I of Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents which have been filed by the Company with the Securities and Exchange
Commission (the “SEC”) pursuant to the Securities Exchange Act of 1934, as amended (the “Exchange
Act”), are incorporated by reference herein and shall be deemed to be a part hereof:
|
|
1.
|
|
Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (File
No. 001-04482);
|
|
|
|
|
2.
|
|
Quarterly Report on Form 10-Q for the quarter ended March 31, 3008 (File No.
001-04482);
|
|
|
|
|
3.
|
|
Quarterly Report on Form 10-Q for the quarter ended June 30, 3008 (File No.
001-04482);
|
|
|
|
|
4.
|
|
Quarterly Report on Form 10-Q for the quarter ended September 30, 3008 (File
No. 001-04482);
|
|
|
|
|
5.
|
|
Current Reports on Form 8-K, filed July 23, 2008, June 6, 2008, May 8, 2008,
April 23, 2008, April 17, 2008, March 4, 2008, February 26, 2008, February 12, 2008 and
February 7, 2008 (each, File No. 001-04482);
|
|
|
|
|
6.
|
|
Registration Statement on Form S-8 dated August 25, 2004 (File No. 333-118563);
and
|
2
|
|
7.
|
|
The description of the Company’s Capital Stock contained in the registration
statement relating thereto filed with the Commission pursuant to Section 12 of the
Exchange Act, including any amendment or report filed for the purpose of updating such
description.
|
All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14
and 15(d) of the Exchange Act prior to the filing of a post-effective amendment to this
Registration Statement which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold shall be deemed to be incorporated by reference in
this Registration Statement and made a part hereof from their respective dates of filing (such
documents, and the documents enumerated above, being hereinafter referred to as “Incorporated
Documents”); provided, however, that the documents enumerated above or subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act in each year during
which the offering made by this Registration Statement is in effect prior to the filing with the
Commission of the Company’s Annual Report on Form 10-K covering such year shall not be Incorporated
Documents or be incorporated by reference in this Registration Statement or be a part hereof from
and after the filing of such Annual Report on Form 10-K.
Documents or information deemed to have been furnished and not filed in accordance with
Commission rules shall not be deemed incorporated by reference into this Registration Statement.
Any statement contained in an Incorporated Document shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement contained herein or in
any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such
statement so modified or superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
ITEM 5. INTEREST OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 8. EXHIBITS
The documents listed hereunder are filed as exhibits hereto.
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
4
|
|
Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended) (incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the
Commission on May 8, 2008, Commission File No. 001-04482)
|
|
|
|
|
|
5
|
|
Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of the Company’s Common
Stock.
|
|
|
|
|
|
23(a)
|
|
Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion filed as Exhibit 5
hereto).
|
|
|
|
|
|
23(b)
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
|
|
|
|
|
24
|
|
Power of Attorney (set forth on the signature page hereof).
|
3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the Company certifies
that it has reasonable grounds to believe that it meets all of the requirements for filing on Form
S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Melville, State of New York, on October 23, 2008.
|
|
|
|
|
|
|
|
ARROW ELECTRONICS, INC.
|
|
|
|
By:
|
/s/ Peter S. Brown
|
|
|
|
|
Peter S. Brown
|
|
|
|
|
Senior Vice President
|
|
|
|
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and appoints William E.
Mitchell, Michael J. Long, Daniel W. Duval and Peter S. Brown and each of them acting singly, as
his or her true and lawful attorney-in-fact and agent, with full and several power of substitution
and resubstitution, to sign for him or her and in his or her name, place and stead in any and all
capacities indicated below, the Registration Statement on Form S-8 filed herewith and any and all
post-effective amendments and supplements to the said Registration Statement, and to file the same,
with exhibits thereto and other documents in connection therewith, with the Securities and Exchange
Commission, granting unto said attorney-in-fact and agent, full power and authority to do and
perform each and every act and thing requisite and necessary fully to all intents and purposes as
he or she might or could do in person hereby ratifying and confirming all that said
attorney-in-fact and agent, or his or her substitute, may lawfully do or cause to be done by virtue
hereof.
Pursuant to the requirement of the Securities Act of 1933, this Registration Statement or
amendment thereto has been signed below by the following persons in the capacities and on the date
indicated below.
|
|
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
/s/ William E. Mitchell
William E. Mitchell
|
|
Chairman and Chief Executive Officer
|
|
October 23, 2008
|
|
|
|
|
|
|
/s/ Michael J. Long
Michael J. Long
|
|
President and Chief Operating Officer
and
Director
|
|
October 23, 2008
|
|
|
|
|
|
|
/s/ Paul J. Reilly
Paul J. Reilly
|
|
Senior Vice President and Chief
Financial
Officer
|
|
October 23, 2008
|
|
|
|
|
|
|
|
|
|
Vice President and Corporate Controller
|
|
October 23, 2008
|
|
Michael A. Sauro
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Lead Director
|
|
October 23, 2008
|
|
Daniel W. Duval
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
Gail E. Hamilton
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
John N. Hanson
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
Richard S. Hill
|
|
|
|
|
4
|
|
|
|
|
|
|
SIGNATURE
|
|
TITLE
|
|
DATE
|
|
|
|
|
|
|
|
|
|
Director
|
|
October , 2008
|
|
M. Frances Keeth
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
Roger King
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
Karen Gordon Mills
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
Stephen C. Patrick
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
Barry W. Perry
|
|
|
|
|
|
|
|
|
|
|
|
|
|
Director
|
|
October 23, 2008
|
|
John C. Waddell
|
|
|
|
|
5
EXHIBIT INDEX
|
|
|
|
|
Exhibit No.
|
|
Description
|
|
|
|
|
|
4
|
|
Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended) (incorporated herein by
reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K, filed with the
Commission on May 8, 2008, Commission File No. 001-04482).
|
|
|
|
|
|
5
|
|
Opinion of Milbank, Tweed, Hadley & McCloy LLP as to the legality of the Company’s Common
Stock.
|
|
|
|
|
|
23(a)
|
|
Consent of Milbank, Tweed, Hadley & McCloy LLP (included in the Opinion filed as Exhibit 5
hereto).
|
|
|
|
|
|
23(b)
|
|
Consent of Ernst & Young LLP, independent registered public accounting firm.
|
|
|
|
|
|
24
|
|
Power of Attorney (set forth on the signature page hereof).
|
6
Exhibits 5 and 23(a)
[MILBANK LETTERHEAD]
October 23, 2008
Arrow Electronics, Inc.
50 Marcus Drive
Melville, NY 11747
|
|
|
|
|
Re:
|
|
Registration Statement on Form S-8 of Arrow Electronics,
Inc. Relating to the Issuance of Shares of Common Stock
Pursuant to the Arrow Electronics, Inc. 2004 Omnibus
Incentive Plan (as amended)
|
Ladies and Gentlemen:
We have acted as counsel to Arrow Electronics, Inc., a New York corporation (the “Company”),
in connection with the preparation of a registration statement on Form S-8 (the “Registration
Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the
Securities Act of 1933, as amended, (the “Act”) on or about the date hereof, relating to the
offering of up to 5,000,000 shares of the Company’s Common Stock, par value $1.00 per share (the
“Shares”), pursuant to the provisions of the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan
(as amended) (the “Plan”). We have examined such records, documents, statutes and decisions as we
have deemed relevant in rendering this opinion. In such examination, we have assumed the
following: (a) the authenticity of original documents and the genuineness of all signatures; (b)
the conformity to the originals of all documents submitted to us as copies; and (c) the truth,
accuracy and completeness of the information, representations and warranties contained in the
records, documents, instruments and certificates we have reviewed.
We are of the opinion that when:
|
|
(a)
|
|
the applicable provisions of the Act and of State securities or blue sky laws shall
have been complied with;
|
|
|
|
|
(b)
|
|
the Company’s Board of Directors shall have duly authorized the issuance of the Shares;
and
|
|
|
|
|
(c)
|
|
the Shares shall have been duly issued and paid for in an amount not less than par
value of $1.00 per share,
|
|
|
|
|
|
|
the Shares will be legally issued, fully paid and non-assessable.
|
We hereby consent to the use of this opinion as Exhibit 5 to the Registration Statement. In
giving such opinion, we do not thereby admit that we are acting within the category of persons
whose consent is required under Section 7 of the Act or the rules or regulations of the Commission
thereunder.
Very truly yours,
/s/ Milbank, Tweed, Hadley & M
C
Cloy LLP
MILBANK, TWEED, HADLEY & M
C
CLOY LLP
HSK\RBW