As filed with the Securities and Exchange Commission on February 28,
2011
Registration No. 333-__________
UNITED STATES
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 (I.R.S. employer
incorporation or organization) identification no.)
2301 PATRIOT BLVD
GLENVIEW, ILLINOIS 60026
(Address of principal executive offices, including zip code)
ANIXTER INTERNATIONAL INC. 2010 STOCK INCENTIVE PLAN
(Full title of the plan)
JOHN A. DUL
VICE PRESIDENT - GENERAL COUNSEL AND SECRETARY
ANIXTER INTERNATIONAL INC.
2301 PATRIOT BLVD
GLENVIEW, ILLINOIS 60026
(Name and address of agent for service)
(224) 521-8000
(Telephone number, including area code, of agent for service)
WITH A COPY TO:
LAURALYN G. BENGEL
SCHIFF HARDIN LLP
233 SOUTH WACKER DRIVE, SUITE 6600
CHICAGO, ILLINOIS 60606
(312) 258-5500
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 definitions of "large accelerated
filer," "accelerated filer" and "smaller reporting company" in Rule
12b-2 of the Exchange Act.
Large accelerated filer /X/ Accelerated filer / /
Non-accelerated filer / / Smaller reporting company / /
Do not check if a smaller
reporting company)
CALCULATION OF REGISTRATION FEE
-------------------------------
Proposed Proposed
Amount maximum maximum
to be offering price aggregate Amount of
Title of Securities to be Registered registered per share offering price registration fee
------------------------------------ ---------- --------- -------------- ----------------
Common Stock, par value $1.00 per share 1,800,000(1) $68.94(2) $124,092,000(2) $14,408(2)
(1) Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any
additional shares of Common Stock which become issuable under the Plan pursuant to this Registration
Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction
which results in an increase in the number of outstanding shares of Common Stock.
(2) Estimated on the basis of $68.94 per share, the average of the high and low sales prices of Anixter
International Inc. Common Stock as reported on The New York Stock Exchange on February 23, 2011 pursuant to
Rule 457(c) and (h) of the Securities Act of 1933.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents filed by Anixter International Inc. (the
"Registrant") are incorporated herein by reference:
(a) The Registrant's Annual Report on Form 10-K for the fiscal
year ended December 31, 2010;
(b) All other reports of the Registrant filed pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of
1934, as amended, since December 31, 2010; and
(c) The description of the Registrant's Common Stock contained
in the Registrant's Registration Statement on Form 8-A dated
April 29, 1969, as amended, and any amendment or report
filed for the purposes of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of
1934, prior to the filing of a post-effective amendment which
indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to
be incorporated by reference herein and to be 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 Registrant by John A.
Dul, Vice President - General Counsel and Secretary of the Registrant.
Mr. Dul holds a total of 15,048 shares of Common Stock, 50,790 options
to acquire shares of Common Stock and 12,448 shares of unvested
restricted stock units.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Article Ninth of the Registrant's Restated Certificate of
Incorporation provides that no director shall be personally liable to
the corporation or its stockholders for monetary damages for breach of
fiduciary duty as a director. Notwithstanding the foregoing, a
director shall be liable to the extent provided by applicable law:
* for any breach of the director's duty of loyalty to the
corporation or its stockholders,
* for acts or omissions not in good faith or that involve
intentional misconduct or a knowing violation of law,
3
* for unlawful payments of dividends or unlawful stock
repurchases or redemptions as provided in Section 174 of the
Delaware General Corporation Law, or
* for any transaction from which the director derived an
improper personal benefit.
Article IX of the Registrant's By-laws provides that the
Registrant will indemnify any person who was or is a party to any
threatened, pending or completed action, suit or proceeding by reason
of the fact that such person is or was a director or officer of the
corporation, is or was serving at the request of the corporation as a
director or officer of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
actually and reasonably incurred in connection with any such action,
suit or proceeding, if such person acted in good faith and in a manner
that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action
or proceeding, if he or she had no reason to believe his or her
conduct was unlawful. In a derivative action (meaning one brought by
or on behalf of the corporation), indemnification may be made only for
expenses (including attorney's fees) actually and reasonably incurred
by such person in connection with the defense or settlement of such an
action or suit, if such person acted in good faith and in a manner
that he or she reasonably believed to be in or not opposed to the best
interests of the corporation, except that no indemnification shall be
made if such person shall have been adjudged to be liable to the
corporation, unless and only to the extent that the Court of Chancery
or the court in which the action or suit was brought shall determine,
upon application, that such person is fairly and reasonably entitled
to indemnity for such expenses, despite such adjudication of liability
but in view of all the circumstances in the case.
The Registrant's By-laws also permit the Registrant to purchase
and maintain insurance on behalf of any person who is or was a
director or officer of the corporation, or is or was serving at the
request of the corporation as a director or officer of another
corporation, partnership, joint venture, trust or other enterprise,
regardless of whether the By-laws would permit indemnification. The
Registrant currently maintains such liability insurance for its
officers and directors.
The Registrant has entered into agreements to indemnify its
directors and officers, in addition to the indemnification provided
for in the Registrant's Restated Certificate of Incorporation and
Bylaws.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
4
ITEM 8. EXHIBITS.
The exhibits filed herewith or incorporated by reference herein
are set forth in the Exhibit Index filed as part of this Registration
Statement.
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 of 1933;
(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; 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 (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 that are incorporated by reference in the registration
statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 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 of 1933 may be permitted to directors, officers and
5
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification
is against public policy as expressed in the 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 Act and will be
governed by the final adjudication of such issue.
6
SIGNATURES
----------
THE REGISTRANT. Pursuant to the requirements of the Securities
Act of 1933, as amended, the Registrant certifies that it has
reasonable grounds to believe that it meets all the requirements for
filing this Registration Statement and has duly caused this
Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the Village of Glenview, State of
Illinois, on the 28th day of February, 2011.
ANIXTER INTERNATIONAL INC.
(Registrant)
By: /s/ John A. Dul
------------------------------------
John A. Dul
Vice President - General Counsel and
Secretary
Each person whose signature appears below appoints John A. Dul
and Dennis J. Letham, or each of them, as such person's true and
lawful attorneys to execute in the name of each such person, and to
file, any pre-effective or post-effective amendments to this
Registration Statement that any of such attorneys shall deem necessary
or advisable to enable the Registrant to comply with the Securities
Act of 1933, as amended, and any rules, regulations and requirements
of the Securities and Exchange Commission with respect thereto, in
connection with this Registration Statement, which amendments may make
such changes in such Registration Statement as any of the above-named
attorneys deems appropriate, and to comply with the undertakings of
the Registrant made in connection with this Registration Statement;
and each of the undersigned hereby ratifies all that either of said
attorneys shall do or cause to be done by virtue thereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed by the following
persons in the capacities and on the dates indicated.
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Robert J. Eck President and Chief Executive February 28, 2011
---------------------------------- Officer (Principal Executive
Robert J. Eck Officer) and Director
/s/ Dennis J. Letham Executive Vice President - Finance February 28, 2011
---------------------------------- and Chief Financial Officer
Dennis J. Letham (Principal Financial Officer)
7
SIGNATURE TITLE DATE
--------- ----- ----
/s/ Terrance A. Faber Vice President - Controller February 28, 2011
---------------------------------- (Principal Accounting Officer)
Terrance A. Faber
/s/ Lord James Blyth Director February 28, 2011
----------------------------------
Lord James Blyth
/s/ Frederic F. Brace Director February 28, 2011
----------------------------------
Frederic F. Brace
/s/ Linda Walker Bynoe Director February 28, 2011
----------------------------------
Linda Walker Bynoe
/s/ Robert W. Grubbs, Jr. Director February 28, 2011
----------------------------------
Robert W. Grubbs, Jr.
/s/ F. Philip Handy Director February 28, 2011
----------------------------------
F. Philip Handy
/s/ Melvyn N. Klein Director February 28, 2011
----------------------------------
Melvyn N. Klein
/s/ George Munoz Director February 28, 2011
----------------------------------
George Munoz
/s/ Stuart M. Sloan Director February 28, 2011
----------------------------------
Stuart M. Sloan
/s/ Matthew Zell Director February 28, 2011
----------------------------------
Matthew Zell
/s/ Samuel Zell Director February 28, 2011
----------------------------------
Samuel Zell
8
INDEX TO EXHIBITS
-----------------
EXHIBIT
NUMBER EXHIBIT
------- -------
4.1 Restated Certificate of Incorporation of Anixter
International Inc. (incorporated by reference to Exhibit 3.1
to the Registrant's Report on Form 10-K for the year ended
December 31, 1995).
4.2 Amended and Restated By-laws of Anixter International Inc.
(incorporated by reference to Exhibit 3.1 to the
Registrant's Form 8-K dated November 24, 2008).
4.3 Anixter International Inc. 2010 Stock Incentive Plan
(incorporated by reference to pages A-1 through A-3 of the
Registrant's Proxy Statement filed on April 8, 2010).
5 Opinion of John A. Dul, Esq.
23.1 Consent of Ernst & Young LLP.
23.2 Consent of John A. Dul, Esq. (contained in the Opinion filed
as Exhibit 5).
24 Power of Attorney (contained on the signature pages hereto).
9