SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)
DELAWARE 94-1658138
(State or other jurisdiction of incorporation or organization) (I.R.S. Employer Identification No.)
4711 GOLF ROAD
SKOKIE, ILLINOIS 60076
(847) 677-2600
(Address and telephone number of principal executive offices)
ANIXTER INTERNATIONAL INC.
2001 MID-LEVEL STOCK OPTION PLAN
(Full Title of the Plan)
JOHN DUL
4711 GOLF ROAD
SKOKIE, ILLINOIS 60076
(Name and Address of Agent For Service)
(847) 677-2600
(Telephone Number, Including Area Code, of Agent For Service)
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CALCULATION OF REGISTRATION FEE
================================================================================================================================
Proposed Maximum Offering Proposed
Title of Securities to be Registered Amount to be Registered Price per Share(1) Aggregate Price
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Common Stock
($1.00 per share par value) 700,000 shares $ 21.55 $ 15,085,000.00
================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457 (h) on the basis of the average of the high and
low prices as reported in the consolidated reporting system for the New
York Stock Exchange on April 11, 2003.
PART II
INFORMATION REQUIRED IN
THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have heretofore been filed by Anixter
International Inc., a Delaware corporation (the "Company"), with the Securities
and Exchange Commission (the "Commission") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), and 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:
(a) The Company's Annual Report on Form 10-K/A for the year ended
January 3, 2003.
(b) The description of the Company's Common Stock under the
caption "Description of Registrant's Securities to be
Registered" included in the Company's Registration Statement
No. 33-12390 dated March 4, 1987.
All documents subsequently filed by the Company pursuant to Section
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities then remaining unsold, shall be deemed
to be incorporated herein by reference and shall be deemed a part hereof from
the date of filing of such documents.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Certain legal matters with respect to the legality of the Common Stock
offered hereby will be passed upon for the Company by John A. Dul, Vice
President, General Counsel and Secretary of the Company. Mr. Dul holds a total
of 42,818 shares and options to acquire shares of Common Stock.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145 of the Delaware General Corporation Law (the "DGCL") and
Article IX of the Company's By-laws authorize and empower the Company to
indemnify the directors, officers, employees and agents of the Company against
liabilities incurred in connection with, and related expenses resulting from,
any claim, action or suit brought against any such person as a result of his or
her relationship with the Company, provided that such persons acted in
accordance with a stated standard of conduct in connection with the acts or
events on which such claim, action or suit is based. The finding of either civil
or criminal liability on the part of such persons in connection with such acts
or events is not necessarily determinative of the questions of whether such
persons have met the required standard of conduct and are, accordingly, entitled
to be indemnified.
In addition, Article IX of the Company's Restated Certificate of
Incorporation, as amended, provides that the Company's directors do not have
personal liability to the Company or its stockholders for monetary damages for
any breach of their fiduciary duty as directors except (i) for a breach of the
duty of loyalty, (ii) for acts or omissions not in good faith or which involve
intentional misconduct or knowing violation of the law, (iii) for willful or
negligent violations of certain provisions in the DGCL imposing certain
requirements with respect to stock repurchases, redemptions and dividends or
(iv) for any transaction from which the director derived an improper personal
benefit. Subject to these exceptions, under Article IX directors do not have any
personal liability to the Company or its stockholders for any violation of their
fiduciary duty.
The Company has entered into indemnification agreements with each of
its directors and officers (the "Indemnification Agreements"). The
Indemnification Agreements provide for the prompt indemnification "to the
fullest extent permitted by law" and for the prompt advancement of expenses,
including attorney's fees and other costs, expenses and obligations paid or
incurred in connection with investigating, defending, being a witness or
participating in (including on appeal) any threatened, pending or completed
action, suit or proceeding related to the fact that such director or officer is
or was a director, officer, employee, trustee, agent or fiduciary of the Company
or is or was serving at the request of the Company as a director, officer,
employee, trustee, agent or fiduciary of another corporation, partnership, joint
venture, employee benefit plan, trust or other enterprise, or by reason of
anything done by a director in any such capacity. The Indemnification Agreements
further provide that the Company has the burden of proving that a director or
officer is not entitled to indemnification in any particular case.
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The Company has purchased insurance policies providing that, if any
officer or director of the Company or its subsidiaries becomes legally obligated
to make a payment (including legal fees and expenses) in connection with an
alleged wrongful act, the insurer will reimburse such officers and directors if
the indemnification payments, as provided above, are not made by the Company or
its subsidiaries to such officers and directors. Wrongful act means any breach
of duty, neglect, error, misstatement, misleading statement or other act done by
an officer or director of the Company or any subsidiary.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
See Exhibit Index which is incorporated herein by reference.
ITEM 9. UNDERTAKINGS.
The undersigned registrant 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;
(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 (1)(i) and (1)(ii) do not apply if
the registration statement is on Form S-3, Form S-8 or Form F-3, and
the information required to be included in a post-effective amendment
by those paragraphs is contained in periodic reports filed with or
furnished to the Commission by the registrant pursuant to section 13 or
section 15(d) of the Exchange Act that are incorporated by reference in
the 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.
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to section 13(a) or section 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 the 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.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant of expenses incurred or
paid by a director, officer or controlling person of the 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 expressed in the Securities Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act, the registrant
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, or amendment thereto, to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Skokie, State of Illinois on April
14, 2003.
Anixter International Inc.
/s/ John A. Dul
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John A. Dul
Vice President, General Counsel and
Secretary
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT, THIS REGISTRATION
STATEMENT HAS BEEN SIGNED BELOW ON APRIL 14, 2003 BY THE FOLLOWING PERSONS ON
BEHALF OF THE REGISTRANT IN THE CAPACITIES INDICATED.
LORD JAMES BLYTH* Director
--------------------------------------
Lord James Blyth
Robert L. Crandall* Director
--------------------------------------
Robert L. Crandall
/s/ TERRANCE A. FABER Vice President--
-------------------------------------- Controller (Principal Accounting
Terrance A. Faber Officer)
/s/ ROBERT W. GRUBBS President, Chief
-------------------------------------- Executive Officer (Principal Executive
Robert W. Grubbs Officer) and Director
F. PHILIP HANDY* Director
--------------------------------------
F. Philip Handy
MELVYN N. KLEIN* Director
--------------------------------------
Melvyn N. Klein
/s/ Dennis J. Letham Senior Vice President -- Finance
-------------------------------------- and Chief Financial Officer
Dennis J. Letham (Principal Financial Officer)
JOHN R. PETTY* Director
--------------------------------------
John R. Petty
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STUART M. SLOAN* Director
--------------------------------------
Stuart M. Sloan
THOMAS C. THEOBALD* Director
--------------------------------------
Thomas C. Theobald
MARY AGNES WILDEROTTER* Director
--------------------------------------
Mary Agnes Wilderotter
MATTHEW ZELL* Director
--------------------------------------
Matthew Zell
SAM ZELL* Director
--------------------------------------
Sam Zell
*By /s/ John A. Dul
--------------------------------------
John A. Dul (Attorney in fact)
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EXHIBIT INDEX
Exhibit Sequentially
Number Exhibit Numbered Page
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(4a) 2001 Mid-Level Stock Option Plan
(4b) Form of Stock Option Grant (incorporated by reference
from Anixter International Inc.'s Annual Report on
Form 10-K for the fiscal year ended December 31,
1995, Exhibit 10.27).
(5) Opinion and Consent of John A. Dul, Esq.
(23.1) Consent of Ernst & Young LLP.
(24) Power of Attorney.
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