UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
SCAN
SOURCE
, INC.
(Exact name of registrant as specified in its charter)
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SOUTH CAROLINA
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6 Logue Court
Greenville, South Carolina 29615
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57-0965380
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(State or other jurisdiction of
incorporation or organization)
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(Address of principal executive offices)
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(I.R.S. Employer
Identification Number)
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SCAN
SOURCE
, INC.
AMENDED AND RESTATED
2002 LONG-TERM INCENTIVE PLAN
(Full title of the plan)
John J. Ellsworth
Vice President, General Counsel and Corporate Secretary
Scan
Source
, 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):
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Large accelerated filer
x
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Accelerated Filer
¨
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Non-accelerated filer
¨
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(Do not check if a smaller reporting company)
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Smaller reporting company
¨
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CALCULATION OF REGISTRATION FEE
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Title of
securities
to be
registered
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Amount
to be
registered (1)
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Proposed
maximum
offering
price
per share (2)
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Proposed
maximum
aggregate
offering
price (2)
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Amount of
registration
fee (2)
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Common Stock, no par value
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2,000,000
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$25.00
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$50,000,000
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$3,565
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(1)
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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.
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(2)
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Pursuant to Rule 457(c) and (h)(1), based on the average ($25.00) of the high ($25.20) and low ($24.79) prices of the Companys common stock on
August 24, 2010, as reported on the NASDAQ Global Select Market.
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REGISTRATION OF ADDITIONAL SECURITIESSTATEMENT PURSUANT TO
GENERAL INSTRUCTION E OF FORM S-8
Pursuant to General Instruction E to Form S-8, the contents of Registration Statement No. 333-153653, Registration Statement
No. 333-144121 and Registration Statement No. 333-110220, relating to the offer and sale of the Companys Common Stock under the Scan
Source
, Inc. Amended and Restated 2002 Long-Term Incentive Plan are incorporated by reference
into this Registration Statement on Form S-8.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3
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Incorporation of Documents by Reference
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The following documents filed by Scan
Source
, Inc. (the Company) with the Securities and Exchange
Commission (the Commission) are incorporated herein by reference:
(a) The
Companys Annual Report on Form 10-K for the fiscal year ended June 30, 2010, filed with the Commission on August 26, 2010;
(b) The description of the Companys Common Stock, no par value, contained in the Companys
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
(c) 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 pursuant to Sections 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 hereby have been sold or which deregisters
all securities remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of the filing of such documents.
Item 8
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Exhibits
.
The following exhibits are filed as a part of this Registration Statement:
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Number
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Description
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4.1
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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 Companys Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004).
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4.2
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Amended and Restated Bylaws of the Company, effective December 5, 2008 (incorporated herein by reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K filed with the Commission on December 9, 2008).
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4.3
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Specimen Certificate of Stock (incorporated herein by reference to Exhibit 4.1 to the Companys Registration Statement on Form SB-2 filed with the
Commission on February 7, 1994).
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II-1
The registrant hereby undertakes to furnish to the Securities and Exchange Commission,
upon its request, a copy of any instrument defining the rights of holders of long-term debt of the registrant not filed herewith pursuant to Item 601(b) (4) (iii) of Regulation S-K.
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5
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Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of the Common Stock being registered.
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23.1
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Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 5).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24
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Power of Attorney (included on signature page).
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99
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Scan
Source
, Inc. Amended and Restated 2002 Long-Term Incentive Plan, which is incorporated by reference from Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on December 7, 2009.
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II-2
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended (the Securities Act),
Scan
Source
, 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 26th day of August, 2010.
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SCAN
SOURCE
, INC
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By:
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/s/ Richard P. Cleys
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Richard P. Cleys
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Vice President and Chief Financial Officer
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Each of the undersigned, being a director and/or officer of Scan
Source
, Inc. (the Company), hereby
nominates, constitutes and appoints Michael L. Baur and John J. Ellsworth, or any one of them severally, to be his or her true and lawful attorney-in-fact and to sign in his or her name and on his or her 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) relating to the issuance of certain shares of the common stock, no par value,
of the Company (the Common Stock) in connection with the Scan
Source
, Inc. Amended and Restated 2002 Long-Term Incentive 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 or her 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 August 26, 2010.
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/s/ Steven R. Fischer
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/s/ Michael L. Baur
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Name: Steven R. Fischer
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Name: Michael L. Baur
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Title: Chairman of the Board
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Title: Director and Chief Executive Officer
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(principal executive officer)
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/s/ Richard P. Cleys
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/s/ James G. Foody
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Name: Richard P. Cleys
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Name: James G. Foody
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Title: Vice President and Chief Financial Officer
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Title: Director
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(principal financial officer and principal
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accounting officer)
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/s/ Michael J. Grainger
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/s/ John P. Reilly
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Name: Michael J. Grainger
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Name: John P. Reilly
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Title: Director
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Title: Director
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/s/ Charles R. Whitchurch
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Name: Charles R. Whitchurch
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Title: Director
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EXHIBIT INDEX
to
Registration Statement on Form S-8 of
Scan
Source
, Inc.
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Number
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Description
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4.1
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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 Companys Quarterly Report on Form 10-Q for the fiscal quarter ended December 31, 2004).
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4.2
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Amended and Restated Bylaws of the Company, effective December 5, 2008 (incorporated herein by reference to Exhibit 3.1 to the Companys Current
Report on Form 8-K filed with the Commission on December 9, 2008).
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4.3
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Specimen Certificate of Stock (incorporated herein by reference to Exhibit 4.1 to the Companys Registration Statement on Form SB-2 filed with the
Commission on February 7, 1994).
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The registrant hereby undertakes to furnish to the Securities and Exchange Commission, upon its request, a copy of any instrument defining the
rights of holders of long-term debt of the registrant not filed herewith pursuant to Item 601(b) (4) (iii) of Regulation S-K.
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5
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Opinion of Womble Carlyle Sandridge & Rice, PLLC, as to the legality of the Common Stock being registered.
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23.1
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Consent of Womble Carlyle Sandridge & Rice, PLLC (included in Exhibit 5).
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23.2
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Consent of Independent Registered Public Accounting Firm.
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24
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Power of Attorney (included on signature page).
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99
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Scan
Source
, Inc. Amended and Restated 2002 Long-Term Incentive Plan, which is incorporated by reference from Exhibit 10.1 to the Companys
Current Report on Form 8-K filed on December 7, 2009.
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ScanSource (NASDAQ:SCSC)
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ScanSource (NASDAQ:SCSC)
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