As filed with the Securities and Exchange Commission on December 5, 2013
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCANSOURCE, INC.
(Exact name of registrant as specified in its charter)
| SOUTH CAROLINA |
6 Logue Court Greenville, South Carolina 29615 |
57-0965380 | ||
|
(State or other jurisdiction of incorporation or organization) |
(Address of principal executive offices, including zip code) |
(I.R.S. Employer Identification Number) |
SCANSOURCE, INC.
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
John J. Ellsworth
Vice President, General Counsel and Corporate Secretary
ScanSource, Inc.
6 Logue Court
Greenville, South Carolina 29615
(864) 288-2432
(Name, address and telephone number, including area code,
of agent for service)
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
|
Title of securities to be registered |
Amount
to be registered (1) |
Proposed
maximum offering price per share (2) |
Proposed
maximum aggregate offering price (2) |
Amount of
registration fee (2) |
||||||||||||
|
Common Stock, no par value |
100,000 | $ | 41.64 | $ | 4,164,000 | $ | 537 | |||||||||
| (1) | This Registration Statement also registers additional securities to be offered or issued upon adjustment or changes made to the registered securities by reason of any stock splits, stock dividends or similar transactions as permitted by Rule 416 (a) and Rule 416(b) under the Securities Act of 1933, as amended (the “Securities Act”). |
| (2) | Pursuant to Rule 457(c) and (h)(1), based on the average ($41.64) of the high ($42.21) and low ($41.07) prices of the Company’s common stock on December 3, 2013, as reported on the NASDAQ Global Select Market. |
EXPLANATORY NOTE
ScanSource, Inc. (the “Company”) has prepared this Registration Statement (the “Registration Statement”) in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended (the “Securities Act”), to register an aggregate of 100,000 shares of common stock of the Company authorized for issuance under the Company’s Employee Stock Purchase Plan (the “Plan”).
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
| Item 1. | Plan Information .* |
| Item 2. | Registration Information and Employee Plan Annual Information .* |
| * | The documents containing the information specified in Part I of this Form S-8 will be sent or given to employees as specified by Rule 428(b)(1) of the Securities Act. Such documents need not be filed with the Securities and Exchange Commission (the “Commission”) either as part of this Registration Statement or as prospectuses or prospectus supplements pursuant to Rule 424 of the Securities Act. These documents and the documents incorporated by reference in this Registration Statement pursuant to Item 3 of Part II of this Registration Statement, taken together, constitute a prospectus that meets the requirements of Section 10(a) of the Securities Act. |
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
| Item 3 . | Incorporation of Documents by Reference . |
The following documents filed by the Company with the Commission are incorporated herein by reference:
(a) The Company’s Annual Report on Form 10-K for the fiscal year ended June 30, 2013, filed with the Commission on August 26, 2013;
(b) The information contained in the Company’s Definitive Proxy Statement on Schedule 14A filed with the Commission on October 18, 2013 and incorporated into Part III of the Company’s Annual Report on Form 10-K for the year ended June 30, 2013;
(c) The Company’s Quarterly Report on Form 10-Q for the quarterly period ended September 30, 2013, filed with the Commission on November 1, 2013;
(d) The Company’s Current Reports on Form 8-K filed with the Commission on August 22, 2013 (solely with respect to the information provided under Item 2.06), October 18, 2013, November 8, 2013 and November 15, 2013;
(e) The description of the Company’s Common Stock, no par value, contained in the Company’s Registration Statement on Form 8-A, filed pursuant to Section 12(g) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), with the Commission on October 5, 1995, including any amendment or report filed for the purpose of updating such description; and
(f) All other reports filed pursuant to Section 13(a) or 15(d) of the Exchange Act since the end of the period referred to in (a), above.
All documents subsequently filed by the Company with the Commission under Sections 13(a), 13(c), 14 and 15(d), as applicable, 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 to be a part hereof from the date of filing of such documents; provided, however, that 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 a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for the purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed document which also is or deemed to be incorporated by reference herein modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.
| Item 4 . | Description of Securities . |
Not applicable.
| Item 5 . | Interests of Named Experts and Counsel . |
Not applicable.
| Item 6 . | Indemnification of Directors and Officers . |
Section 33-8-500 et seq. of the South Carolina Business Corporation Act of 1988, as amended (the “SCBCA”), provides the Company with broad powers and authority to indemnify its directors and officers and to purchase and maintain insurance for such purposes. The SCBCA also mandates the indemnification of the Company’s directors, unless limited by a company’s articles of incorporation, who are wholly successful on the merits in the defense of any proceeding to which the director was a party because he or she is or was a director of the Company against reasonable expenses incurred by his or her in connection with the proceeding. As permitted by the SCBCA, the Company’s Amended and Restated Articles of Incorporation, as amended, provide that a director of the Company shall not be personally liable to the Company or its shareholders for monetary damages for breach of fiduciary duty as a director, except for liability (i) for any breach of the director’s duty of loyalty to the Company or its shareholders, (ii) for acts or omissions not in good faith or which involve gross negligence, intentional misconduct or a knowing violation of law, (iii) for any unlawful distribution as set forth in Section 33-8-330 of the SCBCA or (iv) for any transaction from which the director derived an improper personal benefit. These provisions may have the effect in certain circumstances of reducing the likelihood of derivative litigation against directors. While these provisions eliminate the right to recover monetary damages from directors except in limited circumstances, rights to seek injunctive or other non-monetary relief is not eliminated.
The Company’s Amended and Restated Bylaws also provide the Company with the power and authority to the fullest extent legally permissible under the SCBCA to indemnify its directors and officers, persons serving at the request of the Company or for its benefit as directors or officers of another corporation, and persons serving as the Company’s representatives in certain circumstances (regardless of whether such proceeding is by or in the right of the Company) against all expenses, liabilities and losses, including attorneys’ fees, judgments, fines and amounts paid in settlement, that are suffered or reasonably incurred in connection with the person’s service. The Company’s Bylaws mandate indemnification of such persons in certain circumstances and set forth such indemnification provisions as a contractual right of such persons. However, such right is not exclusive of any other right which a director, officer or representative may have or acquire. Directors, officers and representatives are further entitled to any respective rights of indemnification under any bylaw, agreement, vote of shareholders, insurance, provision of law or otherwise, in addition to the indemnification rights outlined in the Company’s Amended and Restated Bylaws. Unless a determination has been made that indemnification is not permissible, and upon receipt of any written affirmation required by the SCBCA from the director, officer or representative to be indemnified, the Company shall make advances and reimbursements for expenses incurred by such person in a proceeding upon receipt of an undertaking from such person to repay the same if it is ultimately determined that such person is not entitled to indemnification.
In addition, the Company maintains directors’ and officers’ liability insurance covering some liabilities for actions taken by directors and officers in their capacities as such.
| Item 7 . | Exemption From Registration Claimed . |
Not Applicable.
| Item 8 . | Exhibits . |
The following exhibits are filed as a part of this Registration Statement:
|
Number |
Description |
|
| 4.1 | Amended and Restated Articles of Incorporation of the Company and Articles of Amendment Amending the Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004). | |
| 4.2 | Amended and Restated Bylaws of the Company, effective December 5, 2008 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 9, 2008). | |
| 4.3 | Specimen Certificate of Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 filed with the Commission on February 7, 1994). | |
| 23.2 | Consent of Ernst & Young LLP. | |
| 24 | Powers of Attorney (included on signature page). | |
| 99 | ScanSource, Inc. Employee Stock Purchase Plan. | |
The shares of common stock of the Company offered and sold pursuant to the Plan are purchased by the Plan administrator or designated broker in open market transactions. In accordance with Item 8(a) of Form S-8, no opinion of counsel as to the legality of the securities has been provided because no original issuance or treasury shares have been, or are intended to be, issued by the Company under the Plan. In the event the Company elects to issue shares of common stock to the Plan in the future, the Company intends to file a post-effective amendment with an opinion of counsel regarding the legality of the shares of common stock that may be issued to the Plan by the Company.
| Item 9 . | Undertakings . |
| (a) | The undersigned Company hereby undertakes: |
| (1) | To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement: |
| (i) | to include any prospectus required by Section 10(a)(3) of the Securities Act; |
| (ii) | to reflect in the prospectus any facts or events arising after the effective date of the Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the Registration Statement. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20 percent 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 the Registration Statement or any material change to such information in the Registration Statement; |
provided, however , that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in reports filed with or furnished to the Commission by
the Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.
| (2) | 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. |
| (3) | To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering. |
| (b) | The undersigned Company hereby undertakes that, for the purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act (and, where applicable, each filing of an employee benefit plan’s annual report pursuant to Section 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. |
| (c) | Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the foregoing provisions, or otherwise, the Company has been advised that in the opinion of the 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 Company of expenses incurred or paid by a director, officer or controlling person of the Company 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 Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue. |
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the “Securities Act”), ScanSource, Inc. 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 Greenville, State of South Carolina, on this 5th day of December, 2013.
| SCANSOURCE, INC. | ||
| By: | /s/ John J. Ellsworth | |
|
John J. Ellsworth Vice President, General Counsel and Corporate Secretary |
||
Each of the undersigned, being a director and/or officer of ScanSource, Inc. (the “Company”), hereby nominates, constitutes and appoints Michael L. Baur and John J. Ellsworth, or either one of them severally, to be his true and lawful attorney-in-fact and to sign in his name and on his behalf in any and all capacities stated below, and to file with the Securities and Exchange Commission (the “Commission”), a Registration Statement on Form S-8 (the “Registration Statement”) or other appropriate form relating to the issuance of certain shares of the common stock, no par value, of the Company (the “Common Stock”) in connection with the ScanSource, Inc. Employee Stock Purchase Plan and to file any and all amendments, including post-effective amendments, exhibits and other documents and instruments in connection therewith, to the Registration Statement, making such changes to the Registration Statement as such attorney-in-fact deems appropriate, and generally to do all such things on his behalf in any and all capacities stated below to enable the Company to comply with the provisions of the Securities Act and all requirements of the Commission.
Pursuant to the requirements of the Securities Act, this Registration Statement has been signed by the following persons in the capacities indicated as of December 5, 2013.
| /s/ Steven R. Fischer | /s/ Michael L. Baur | |||||||
| Name: | Steven R. Fischer | Name: | Michael L. Baur | |||||
| Title: | Chairman of the Board | Title: |
Director and Chief Executive Officer (principal executive officer) |
|||||
| /s/ Charles A. Mathis | /s/ Gerald Lyons | |||||||
| Name: | Charles A. Mathis | Name: | Gerald Lyons | |||||
| Title: | Senior Vice President and Chief Financial Officer (principal financial officer) | Title: | Senior Vice President of Finance and Principal Accounting Officer (principal accounting officer) | |||||
| /s/ Michael J. Grainger | /s/ John P. Reilly | |||||||
| Name: | Michael J. Grainger | Name: | John P. Reilly | |||||
| Title: | Director | Title: | Director | |||||
| /s/ Charles R. Whitchurch | ||||||||
| Name: | Charles R. Whitchurch | |||||||
| Title: | Director | |||||||
EXHIBIT INDEX
to
Registration Statement on Form S-8 of
ScanSource, Inc.
|
Number |
Description |
|
| 4.1 | Amended and Restated Articles of Incorporation of the Company and Articles of Amendment Amending the Amended and Restated Articles of Incorporation of the Company (incorporated herein by reference to Exhibit 3.1 to the Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004). | |
| 4.2 | Amended and Restated Bylaws of the Company, effective December 5, 2008 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on December 9, 2008). | |
| 4.3 | Specimen Certificate of Stock (incorporated herein by reference to Exhibit 4.1 to the Company’s Registration Statement on Form SB-2 filed with the Commission on February 7, 1994). | |
| 23.2 | Consent of Ernst & Young LLP. | |
| 24 | Powers of Attorney (included on signature page). | |
| 99 | ScanSource, Inc. Employee Stock Purchase Plan. | |
Exhibit 23.2
Consent of Independent Registered Public Accounting Firm
We consent to the incorporation by reference in the Registration Statement (Form S-8) pertaining to the Employee Stock Purchase Plan of ScanSource, Inc. of our reports dated August 26, 2013, with respect to the consolidated financial statements and schedule of ScanSource, Inc. and the effectiveness of internal control over financial reporting of ScanSource, Inc. included in its Annual Report (Form 10-K) for the year ended June 30, 2013, filed with the Securities and Exchange Commission.
/s/ Ernst & Young LLP
Greenville, South Carolina
December 5, 2013
Exhibit 99
SCANSOURCE EMPLOYEE STOCK PURCHASE PLAN
Article 1. PURPOSE . The purpose of the ScanSource, Inc. Employee Stock Purchase Plan, as amended and restated effective December 5, 2013, and as it may be further amended and/or restated (the “Plan”), is to give eligible employees the opportunity to purchase common stock (the “Common Stock”) of ScanSource, Inc. (the “Company”) through payroll deductions, so that participants may share in the potential growth of the Company by acquiring or increasing their proprietary interest in the Company. Participation in the Plan is entirely voluntary.
Article 2. ELIGIBILITY; ENROLLMENT.
A person may participate in the Plan if he or she is a regular full-time employee of the Company, or any subsidiaries that may be designated by the Company, and is at least 18 years old. An eligible employee who elects to participate in the Plan is referred to as a “participant.”
An eligible employee may enter the Plan by enrolling in the Plan prior to the beginning of a calendar quarter (or other time period established by the Committee or its designee) and specifying his/her contribution amount in the manner authorized by the Committee or its designee. Such authorization will take effect as of the next practicable payroll period following commencement of the calendar quarter. Unless a participant authorizes changes to his/her payroll deductions or withdraws from the Plan, his/her deductions under the latest authorization on file with the Company will continue from one payment period to the succeeding payment period as long as the Plan remains in effect and the participant remains an employee of the Company. Participation in the Plan does not confer upon any employee the right to continued employment or service with the Company or any subsidiary.
Article 3. ADMINISTRATION .
The Plan will be administered by the Compensation Committee (the “Committee”) of the Board of Directors (the “Board”) of the Company. Except to the extent, if any, prohibited by the Plan or applicable laws, rules or regulations (“applicable law”), the Committee may appoint one or more officers or agents to assist in the administration of the Plan and may delegate all or any part of its responsibilities and powers to any such person or persons appointed by it. The interpretation and construction by the Committee or its designee of any Plan provision shall be final unless otherwise determined by the Board. The Committee or its designee may adopt, from time to time, such rules and regulations as it deems appropriate for carrying out the Plan. No member of the Board, the Committee or its or their designees shall be liable for any action or determination made in good faith with respect to the Plan.
Article 4. PAYROLL DEDUCTIONS; EMPLOYER CONTRIBUTIONS.
Participants, upon entering the Plan, will authorize payroll deductions to be made for the purchase of shares. The minimum payroll deduction that will be applied toward the purchase of Common Stock each pay period currently is $10. There is currently no maximum limitation on the amount a participant may have deducted, although the Company may impose such a limit or modify the minimum deduction in its discretion. A participant can change his/her payroll deduction prior to the beginning of each calendar quarter (or such other time period established by the Committee), provided that any such change is made in accordance with Company procedures and within such time periods as may be established by the Committee or its designee. The Company will accumulate and hold for the participant’s account the amounts deducted from his/her pay. In addition, the Company may, in its discretion, make a matching contribution related to a participant’s contribution; the Company currently will apply a 14% matching contribution to the first $250 that a participant has deducted per payroll period, although the Company may change, suspend or terminate the amount of any matching contribution at any time. The amount of any Company matching contribution will be applied towards the purchase of additional shares of Common Stock and shall not be used to reduce the purchase price of shares purchased with participant payroll deductions. No interest will be paid on participant payroll deductions or employer contributions.
The Company will pay the fees and brokerage commissions associated with the purchase of Common Stock under the Plan and will pay administrative costs associated with the Company’s implementation and administration of the Plan.
Article 5. PURCHASE OF SHARES .
The maximum number of shares of Common Stock subject to purchase under the Plan is 100,000 shares of Common Stock (subject to equitable adjustment in the event of stock splits, stock dividends, recapitalizations or similar adjustments in the Common Stock). Shares of Common Stock purchased under the Plan will be purchased on the open market by a broker designated, from time to time, by the Committee or its designee.
On a bi-weekly basis, as soon as practicable related to the end of a payroll period, the Company will remit the total of contributions to the designated broker for the purchase of shares. The broker will then execute the purchase order and the broker will allocate shares (or fractions thereof) to each participant’s individual account. The purchase price for each share will be the fair market value per share on the purchase date; provided that, in the event that the purchase of shares takes place over a number of days and at different prices, then each participant’s allocation shall be adjusted on the basis of the average price per share over such period. Unless the Committee determines otherwise, any dividends paid to participants for shares purchased under the Plan and held on the participants’ behalf will be automatically reinvested in shares of Common Stock.
Shares purchased under the Plan will be held by the designated broker. Participants will receive periodic statements summarizing their account activity. A participant (or other person claiming through him) will have no rights as a shareholder with respect to Plan shares unless and until shares of Common Stock have been purchased for him and allocated to his account.
Article 6. SALE OF SHARES; COMPLIANCE WITH LAWS; WITHHOLDING .
A participant may sell all or any portion of the shares acquired under the Plan and held in the participant’s account by notifying the designated broker. Each participant is responsible for paying brokerage commissions and other fees and costs associated with sales of Common Stock from the participant’s account.
Any transactions in shares of Common Stock or other actions under the Plan shall be subject to any restrictions imposed under applicable law, including but not limited to the Company’s insider trading policy and any blackout periods imposed thereunder and any applicable federal, state or other securities laws, tax laws or other laws. By electing to participate in the Plan, each participant is deemed to assume the risk of any fluctuations in the market price of the Common Stock.
A participant must make adequate provision for any federal, state, local or other tax withholding obligations, if any, which arise from Plan participation. The Company shall have the right to require a participant to remit to the Company, or to withhold from the participant (or both), amounts sufficient to satisfy all federal, state, local or other withholding tax requirements.
Article 7. WITHDRAWAL FROM THE PLAN .
A participant may cease making contributions to the Plan at any time by changing his/her payroll deduction to zero; provided that the Company or its designee shall have a reasonable time period during which to implement the change. If a participant desires to withdraw from the Plan by liquidating all or part the shares held in his/her account, he/she shall receive the proceeds from the sale thereof, minus the commission and other fees and expenses related to such sale.
Article 8. NO TRANSFER OR ASSIGNMENT .
A participant’s right to purchase shares under the Plan may not be transferred or assigned to any other person.
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Article 9. TERMINATION OF EMPLOYEE RIGHTS .
All of an employee’s rights under the Plan will terminate when he/she ceases to be an eligible employee due to retirement, resignation, death, termination or any other reason. A notice of withdrawal will be deemed to have been received from a participant on the date of his/her final payroll deduction.
Article 10. TERMINATION, SUSPENSION AND AMENDMENT OF THE PLAN .
The Plan may be terminated, suspended and/or amended at any time by the Board or the Committee, subject to any requirements imposed by applicable law. Upon such termination or any other termination of the Plan, all payroll deductions not used to purchase shares will be refunded.
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