Registration of Additional Securities — Form S-3
Filing Table of Contents
Document/Exhibit Description Pages Size
1: S-3MEF Registration of Additional Securities 4 21K
2: EX-5.1 Opinion re: Legality 2 12K
3: EX-23.2 Consent of Experts or Counsel 1 5K
4: EX-23.3 Consent of Experts or Counsel 1 6K
5: EX-23.4 Consent of Experts or Counsel 1 6K
6: EX-23.5 Consent of Experts or Counsel 1 6K
S-3MEF — Registration of Additional Securities
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As filed with the Securities and Exchange Commission on July 25, 1997
Registration Statement No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
-----------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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CHS ELECTRONICS, INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
FLORIDA 87-0435376
(STATE OR OTHER JURISDICTION OF (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
CLAUDIO OSORIO
CHAIRMAN OF THE BOARD,
CHIEF EXECUTIVE OFFICER AND PRESIDENT
CHS ELECTRONICS, INC.
2153 N.W. 86TH AVENUE 2153 N.W. 86TH AVENUE
MIAMI, FLORIDA 33122 MIAMI, FLORIDA 33122
(305) 716-8273 (305) 716-8273
(ADDRESS, INCLUDING ZIP CODE, (NAME, ADDRESS, INCLUDING ZIP CODE,
AND TELEPHONE NUMBER, INCLUDING AREA AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF REGISTRANT'S PRINCIPAL CODE, OF AGENT FOR SERVICE)
EXECUTIVE OFFICES)
-----------
COPIES OF COMMUNICATIONS TO:
PAUL BERKOWITZ, ESQ. BRUCE N. HAWTHORNE, ESQ.
DANIEL REED, ESQ. KING & SPALDING
GREENBERG, TRAURIG, HOFFMAN, 191 PEACHTREE STREET
LIPOFF, ROSEN & QUENTEL, P.A. ATLANTA, GEORGIA 30303-1763
1221 BRICKELL AVENUE (404) 572-4600
MIAMI, FLORIDA 33131 (FACSIMILE) (404) 572-5100
(305) 579-0500
(FACSIMILE) (305) 579-0717
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered in connection with dividend reinvestment
plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [X] 333-29779
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If the delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. [ ]
[Enlarge/Download Table]
CALCULATION OF REGISTRATION FEE
================================================================================================================================
MAXIMUM PROPOSED MAXIMUM
TITLE OF SHARES AMOUNT AGGREGATE PRICE AGGREGATE AMOUNT OF
TO BE REGISTERED TO BE REGISTERED(1) PER SHARE(2) OFFERING PRICE REGISTRATION FEE
--------------------------------------------------------------------------------------------------------------------------------
Common Stock, $.001 par value..... 1,150,000 $31.75 $36,512,500 $11,064.40
================================================================================================================================
(1) Includes 150,000 shares of Common Stock issuable upon exercise of the U.S.
Underwriters' and the International Managers' over-allotment options.
EXPLANATORY NOTE
THIS REGISTRATION STATEMENT IS BEING FILED PURSUANT TO RULE 462(B) AND
GENERAL INSTRUCTION IV OF FORM S-3 TO REGISTER AN ADDITIONAL 1,150,000 SHARES OF
COMMON STOCK, PAR VALUE $.001 PER SHARE, OF CHS ELECTRONICS, INC. (THE
"REGISTRANT"), IN CONNECTION WITH THE OFFERING CONTEMPLATED BY THAT CERTAIN
REGISTRATION STATEMENT ON FORM S-3 (FILE NO. 333-29779) (THE "INITIAL
REGISTRATION STATEMENT") OF THE REGISTRANT, WHICH WAS DECLARED EFFECTIVE BY THE
SECURITIES AND EXCHANGE COMMISSION ON JULY 24, 1997. THE REGISTRANT HEREBY
INCORPORATES BY REFERENCE THE INITIAL REGISTRATION STATEMENT HEREIN IN ITS
ENTIRETY.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the
"Act"), the registrant has duly this caused this Registration Statement to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Miami, State of Florida, on July 24, 1997.
CHS ELECTRONICS, INC.
By: /s/ CLAUDIO OSORIO
-----------------------------------------
Claudio Osorio
Chairman of the Board,
Chief Executive Officer and President
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears
below hereby constitutes and appoints Claudio Osorio and Craig Toll his true and
lawful attorneys-in-fact, each acting alone, with full powers of substitution
and resubstitution, for him and in his name, place and stead, in any and all
capacities, to sign any or all amendments, including any post-effective
amendments, to this registration statement, and to file the same, with exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, hereby ratifying and confirming all that said
attorneys-in-fact or their substitutes, each acting alone, may lawfully do or
cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
[Enlarge/Download Table]
SIGNATURE TITLE DATE
----------------------------- --------------------------------------- --------------
/s/ CLAUDIO OSORIO Chairman of the Board, Chief July 24, 1997
----------------------------- Executive Officer and President
Claudio Osorio (principal executive officer)
/s/ * Executive Vice President July 24, 1997
----------------------------- and Director
Alvin Perlman
/s/ * Executive Vice President July 24, 1997
------------------------------ and Director
Carsten Frank
/s/ * Secretary and Director July 24, 1997
------------------------------
Antonio Boccalandro
/s/ CRAIG TOLL Chief Financial Officer and Treasurer July 24, 1997
------------------------------ (principal financial officer and
Craig Toll principal accounting officer)
/s/ * Director July 24, 1997
------------------------------
Otto Gerlach
/s/ * Director July 24, 1997
------------------------------
Zbynek Kraus
/s/ * Director July 24, 1997
------------------------------
Pierino Lardi
/s/ * Director July 24, 1997
------------------------------
Donald D. Winstead
------------------
* By: /s/ CRAIG TOLL
------------------------------
Craig Toll
Attorney-in-Fact
INDEX TO EXHIBITS
EXHIBIT
NUMBER DESCRIPTION
------- -----------
5.1 Opinion of Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
as to the validity of the Common Stock being registered
23.2 Consent of Grant Thornton LLP
23.3 Consent of Moore Stevens, P.C.
23.4 Consent of Deloitte Touche LLP
23.5 Consent of KPMG Cevdet Suner Denetim ve Yeminli Mali Musavirlik A.S.
Dates Referenced Herein
| Referenced-On Page |
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| This ‘S-3MEF’ Filing | | Date | | First | | Last | | | Other Filings |
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| |  |
| Filed on / Effective on: | | 7/25/97 | | 1 | | | | | None on these Dates |
| | 7/24/97 | | 2 | | 3 |
| List all Filings |
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