As filed with the Securities and Exchange Commission on October 31, 2012.
Registration No. 333-
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 registrant as specified in its charter)
| New York | 11–1806155 | |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer Identification No.) |
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7459 S. Lima Street Englewood, Colorado |
80112 | |
| (Address of Principal Executive Offices) | (Zip Code) | |
Arrow Electronics, Inc. 2004 Omnibus Incentive Plan
(Full title of plan)
Peter S. Brown
Senior Vice President, General Counsel and Secretary
Arrow Electronics, Inc.
7459 S. Lima Street
Englewood, Colorado 80112
(Name and address of agent for service)
(303) 824-4000
(Telephone number, including area code, of agent for service)
Copy to:
Milbank, Tweed, Hadley & McCloy LLP
One Chase Manhattan Plaza
New York, New York 10005
(212) 530-5000
Attention: David J. Wolfson, 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 | x | Accelerated filer | ¨ | |||
| Non-accelerated filer | ¨ (Do not check if a smaller reporting company) | Smaller reporting company | ¨ | |||
CALCULATION OF REGISTRATION FEE
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| Title of Securities to be Registered |
Amount to be Registered(1)(2) |
Proposed Maximum Offering Price Per Share(3) |
Proposed
Maximum
Offering Price(3) |
Amount of
Registration Fee(3) |
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Common Stock (par value $1.00 per share). |
8,500,000 shares | $34.55 | $293,675,000 | $40,057 | ||||
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| (1) | Pursuant to Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any of Arrow Electronics, Inc.’s (the “Company”) shares of common stock, par value $1.00 per share (the “Common Stock”), which become issuable under the Company’s 2004 Omnibus Incentive Plan (the “Plan”) by reason of any stock dividend, stock split, recapitalization or other similar transaction which results in an increase in the number of the Company’s outstanding Common Stock. |
| (2) | Includes shares subject to issuance upon the exercise of stock options currently or to be issued under the Plan. |
| (3) | 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 26, 2012. |
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ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION |
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| 8 | ||||
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EX-5: OPINION OF MILBANK, TWEED, HADLEY & MCCLOY LLP |
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EX-23.B: CONSENT OF ERNST & YOUNG LLP |
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EXPLANATORY NOTE
This Registration Statement relates to the registration of 8,500,000 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.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION*
| * | Pursuant to Rule 428(b)(1) under the Securities Act, the documents containing the information specified in Part I of Form S-8 will be made available to each participant in the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (the “Plan”). These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II below, taken together, constitute the Section 10(a) prospectus. Information required by Part I to be contained in the Section 10(a) prospectus is omitted from this Registration Statement in accordance with the introductory note to Part I of Form S-8. |
2
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The Securities and Exchange Commission (the “Commission”) allows us to “incorporate by reference” in this Registration Statement the information that we file with them, which means that we can disclose important information to you by referring you to those reports. Accordingly, we are incorporating by reference in this Registration Statement the documents listed below and any future filings we make with the Commission under Section 13(a), 13 (c), 14 or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”):
| 1. | Our Annual Report on Form 10-K for the fiscal year ended December 31, 2011 (File No. 001-04482); |
| 2. | Our Quarterly Report on Form 10-Q for the quarters ended March 31, 2012, June 30, 2012 and September 29, 2012 (File No. 001-04482); |
| 3. | Our Current Reports on Form 8-K, filed October 2, 2012, August 30, 2012 , July 5, 2012, June 4, 2012, May 9, 2012, April 4, 2012, February 27, 2012, February 14, 2012 and January 19, 2012 (each, File No. 001-04482); |
| 4. | Registration Statement on Form S-8 dated October 23, 2008 (File No. 333-154719) and Registration Statement on Form S-8 dated August 25, 2004 (File No. 333-118563); and |
| 5. | 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.
3
The documents listed hereunder are filed as exhibits hereto.
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Exhibit
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Description |
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| 4 | Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended through May 4, 2010) (incorporated herein by reference to Exhibit 10(d)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on February 1, 2012 (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). | |
4
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, New York, on October 31, 2012.
| ARROW ELECTRONICS, INC. | ||
| By: |
/s/ Peter S. Brown |
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| Peter S. Brown | ||
| Senior Vice President | ||
POWER OF ATTORNEY
Each person whose signature appears below hereby severally constitutes and appoints Michael J. Long, Paul J. Reilly, 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.
5
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 | ||
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/s/ Michael J. Long
Michael J. Long |
Chairman, President, and Chief Executive Officer |
October 31, 2012 | ||
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/s/ Paul J. Reilly
Paul J. Reilly |
Executive Vice President, Finance & Operations, and Chief Financial Officer |
October 31, 2012 | ||
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/s/ Jeff Pinkerman
Jeff Pinkerman |
Vice President, Corporate Controller, and Chief Accounting Officer |
October 31, 2012 | ||
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/s/ Barry W. Perry
Barry W. Perry |
Lead Independent Director |
October 31, 2012 | ||
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/s/ Philip K. Asherman
Philip K. Asherman |
Director |
October 31, 2012 | ||
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/s/ Gail E. Hamilton
Gail E. Hamilton |
Director |
October 31, 2012 | ||
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/s/ John N. Hanson
John N. Hanson |
Director |
October 31, 2012 | ||
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/s/ Richard S. Hill
Richard S. Hill |
Director |
October 31, 2012 | ||
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/s/ Fran Keeth
Fran Keeth |
Director |
October 31, 2012 | ||
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/s/ Andrew C. Kerin
Andrew C. Kerin |
Director |
October 31, 2012 | ||
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/s/ Stephen C. Patrick
Stephen C. Patrick |
Director |
October 31, 2012 | ||
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/s/ John C. Waddell
John C. Waddell |
Director |
October 31, 2012 | ||
7
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Exhibit
|
Description |
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| 4 | Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended through May 4, 2010) (incorporated herein by reference to Exhibit 10(d)(1) to the Company’s Annual Report on Form 10-K for the year ended December 31, 2011, filed with the Commission on February 1, 2012 (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). | |
8
Exhibits 5 and 23(a)
[MILBANK LETTERHEAD]
October 31, 2012
Arrow Electronics, Inc.
7459 S. Lima Street
Englewood, CO 80112
| 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) (the “Plan”) |
Ladies and Gentlemen:
We refer to the registration statement on Form S-8 (the “Registration Statement”) which Arrow Electronics, Inc., a New York Corporation (the “Company”), proposes to file with the Securities and Exchange Commission (the “Commission”) for the purpose of registering under the Securities Act of 1933, as amended, (the “Act”), up to 8,500,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Shares”), issuable under and pursuant to the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan (as amended) (the “Plan”).
We have examined originals, or copies certified to our satisfaction, of (i) the Registration Statement, (ii) the Plan, (iii) the forms of award agreements relating to awards to receive shares under the Plan (the “Agreements”), and (iv) such corporate records of the Company, agreements and other instruments, certificates of public officials, certificates of officers and representatives of the Company and other documents as we have deemed it necessary as a basis for the opinions hereinafter expressed. In such examination we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity with the original documents of all documents submitted to us as copies and the authenticity of the originals of such latter documents. As to various questions of fact material to such opinions we have, when relevant facts were not independently established, relied upon certifications by officers of the Company and other appropriate persons and statements contained in the Registration Statement.
Based upon the foregoing, and having regard to legal considerations which we deem relevant, we are of the opinion that the issuance of the Shares pursuant to the Plan has been duly authorized and, when issued and delivered upon receipt of all amounts that a Plan participant is required to pay to purchase the Shares, which consideration shall constitute lawful consideration under New York law, each in accordance with the Plan and any applicable Agreement, the Shares will have been legally and validly issued, fully paid and non-assessable.
The foregoing opinion is based on and limited to the New York Business Corporation Law and we render no opinion with respect to the law of any other jurisdiction.
We hereby consent to the filing 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
JHB/PJW
Exhibit 23(b)
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in the Registration Statement on Form S-8 for the registration of 8,500,000 shares of common stock of Arrow Electronics, Inc. pertaining to the Arrow Electronics, Inc. 2004 Omnibus Incentive Plan, as amended, of our reports dated February 1, 2012, with respect to the consolidated financial statements and schedule of Arrow Electronics, Inc. and the effectiveness of internal control over financial reporting of Arrow Electronics, Inc. included in its Annual Report (Form 10-K) for the year ended December 31, 2011, filed with the Securities and Exchange Commission.
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/s/ Ernst & Young LLP |
New York, New York
October 31, 2012