As filed with the Securities and Exchange Commission on December 18, 2018

Registration No. 333-

 

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

FORM S-8

 

REGISTRATION STATEMENT UNDER THE

SECURITIES ACT OF 1933

 

AVNET, INC.

(Exact name of registrant as specified in its charter)

 

 

 

 

Avnet Employee Stock Purchase Plan

(Full title of the plan)

 

Michael J. O’Neill

Senior Vice President and General Counsel

2211 South 47th Street

Phoenix, AZ 85034

(480) 643-2000

(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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act. (Check one):

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of Securities Act☐

CALCULATION OF REGISTRATION FEE

 

 

 

 

TABLE OF CONTENTS

 

EXPLANATORY NOTE

PART II

Item 3. Incorporation of Documents by Reference

Item 5. Interests of Named Experts and Counsel

Item 8. Exhibits

SIGNATURES

 

 

EXPLANATORY NOTE

 

This Registration Statement on Form S-8 is filed by Avnet, Inc., a New York corporation (the “Company”), to register an additional 500,000 shares of the Company’s common stock, par value $1.00 per share (the “Common Stock”), that may be issued pursuant to the Company’s Employee Stock Purchase Plan, as amended and restated (the “Plan”).

 

In accordance with the provisions of General Instruction E of Form S-8, the Company hereby incorporates by reference the contents of the Company’s Registration Statements on Form S-8 (Registration No. 33-62583, Registration No. 333-84671, Registration No. 333-101039,  Registration No. 333-112063 and Registration No. 333-177787), except to the extent supplemented or amended or superseded by the information set forth herein.

 

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

 

Item 3. Incorporation of Documents by Reference.

 

The following documents previously filed with the U.S. Securities and Exchange Commission (“Commission”) are hereby incorporated by reference into this Registration Statement:

 

All reports and other documents that the Company subsequently files with the Commission pursuant to Sections 13(a), 13(c), 14, or 15(d) of the Exchange Act, prior to the filing of a post-effective amendment indicating that the Company has sold all of the securities offered under this Registration Statement or that deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference into this Registration Statement from the date that the Company files such report or document. Any statement contained in this Registration Statement or any report or document incorporated into this Registration Statement by reference, however, shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained in a subsequently dated report or document that is also considered part of this Registration Statement, or in any amendment to this Registration Statement, is inconsistent with such prior statement. Notwithstanding the foregoing, the Company is not incorporating by reference any documents, portions of documents, exhibits or other information that is deemed to have been furnished to, rather than filed with, the Commission. The Registrant’s file number with the Commission is 1-04224.

 

Item 5. Interests of Named Experts and Counsel.

 

Certain matters with respect to the shares of Common Stock being registered hereunder are being passed upon by Michael R. McCoy, whose opinion is filed as Exhibit 5.1 to this Registration Statement. Mr. McCoy is Assistant General Counsel of the Company and the beneficial owner of shares of the Company’s Common Stock.

 

Item 8. Exhibits.

 

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 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on December 18, 2018.

 

 

 

POWER OF ATTORNEY

The officers and directors of Avnet, Inc. whose signatures appear below hereby constitute and appoint William J. Amelio and Thomas Liguori, and each of them, their true and lawful attorney-in-fact and agent, with full power of substitution, each with power to act alone, to sign and execute on behalf of the undersigned any and all amendments to this registration statement and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and hereby grants to such attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite and necessary to be done, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or any of them, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act of 1933, this Registration Statement on Form S-8 has been signed below by the following persons on behalf of the registrant and in the capacity indicated on December 18, 2018:

 

 

EXHIBIT 5.1

December 18, 2018

Board of Directors

Avnet, Inc.
2211 South 47th Street
Phoenix, Arizona 85034

 

Re: Registration Statement on Form S-8

 

Ladies and Gentlemen:

 

Avnet, Inc., a New York corporation (“Corporation”), is filing with the Securities and Exchange Commission (the “Commission”) a Registration Statement on Form S-8 (the “Registration Statement”) under the Securities Act of 1933, as amended (the “Act”). The Registration Statement relates to the registration of 500,000 shares of the Corporation’s common stock, $1.00 par value per share (the “Shares”), which Shares may be offered and sold under the Avnet Employee Stock Purchase Plan, as amended and restated (the “Plan”).

I, as the Assistant General Counsel of the Corporation, am familiar with the Corporation’s Restated Certificate of Incorporation and By-laws. I have examined the Registration Statement, the Plan and the prospectus that will be distributed to participants in the Plan. I have also examined and relied upon such records of the Corporation’s corporate proceedings and other documents of the Corporation, and have made such other factual and legal investigations, as I deemed necessary or appropriate in order to render this opinion. In my examination, I have assumed the genuineness of all signatures, including endorsements; the legal capacity and competency of all natural persons; the authenticity of all documents submitted to me as originals; the conformity to original documents of all documents submitted to me as facsimile, electronic, certified or photostatic copies; and the authenticity of the originals of such copies.

 

Based upon my examination mentioned above, and subject to the assumptions, comments, qualifications, limitations and exceptions set forth herein, I am of the opinion that all necessary corporate proceedings by the Corporation have been duly taken to authorize the issuance of the Shares pursuant to the Plan and that the Shares being registered pursuant to the Registration Statement, when issued and paid for in accordance with the terms of the Plan, will be duly authorized, validly issued, fully paid and nonassessable.

 

This opinion is limited to the law of the State of New York, and I express no opinion on the law of any other jurisdiction.

 

I consent to the filing of this opinion as Exhibit 5.1 to the Registration Statement and to the reference to me under Part II, Item 5 “Interests of Named Experts and Counsel” in the Registration Statement. I do not thereby admit that I am in the category of persons whose consent is required under Section 7 of the Act.

 

Exhibit 23.2

Consent of Independent Registered Public Accounting Firm

The Board of Directors

Avnet, Inc.:

 

We consent to the use of our report with respect to the consolidated financial statements, the related financial statement schedule and the effectiveness of internal control over financial reporting incorporated by reference herein.

 

/s/ KPMG LLP

Phoenix, Arizona

December 18, 2018