Registration No. 333-___________
As filed with the Securities and Exchange Commission on October 3, 2002
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON D.C. 20549
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FORM S-8
Registration Statement
Under
The Securities Act of 1933
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BLACK BOX CORPORATION
DELAWARE 95-3086563
(State or jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
1000 PARK DRIVE
LAWRENCE, PENNSYLVANIA 15055
(Address of principal executive offices)
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BLACK BOX CORPORATION
1992 STOCK OPTION PLAN
(Full title of the plan)
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ANNA M. BAIRD, CHIEF FINANCIAL OFFICER COPIES OF COMMUNICATIONS TO:
BLACK BOX CORPORATION Ronald Basso, Esquire
1000 PARK DRIVE Buchanan Ingersoll Professional Corporation
LAWRENCE, PENNSYLVANIA 15055 One Oxford Centre
(Name and address of agent for service) 301 Grant Street, 20th Floor
412-873-6788 Pittsburgh, PA 15219-1410
(Telephone number of agent for service) 412-562-8800
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CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF SECURITIES TO BE AMOUNT TO BE OFFERING PRICE AGGREGATE OFFERING AMOUNT OF
REGISTERED REGISTERED PER SHARE PRICE REGISTRATION FEE
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800,000 $41.45 (1) $33,160,000 (1) $3,050.72 (1)
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Common Stock
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(par value $.001 per share)
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600,000 $33.25 (2) $19,950,000 (2) $1,835.40 (2)
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TOTAL 1,400,000 shares ----- $4,886.12
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(1) In accordance with Rule 457(h), such price is the weighted average price at
which the options with respect to such shares may be exercised.
(2) Estimated solely for purposes of calculating the registration fee pursuant
to Rule 457(h). In accordance with Rule 457(h), such price is the average
of the high and low sale prices for the Common Stock as quoted on the
Nasdaq National Market System on September 27, 2002, as reported in The
Wall Street Journal, Central Edition, on September 30, 2002.
INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE
Black Box Corporation, formerly known as MB Communications, Inc. (the
"Corporation"), hereby incorporates by reference into this Registration
Statement the information contained in the Corporation's earlier Registration
Statements, File Nos. 33-75254, 33-92656, 333-1978, 333-34839, 333-81521 and
333-64410 relating to the Corporation's 1992 Stock Option Plan and amendments
thereto.
The financial statements included in the Annual Report on Form 10-K
incorporated herein by reference were audited by Arthur Andersen LLP. After
reasonable efforts, the Registrant has not been able to obtain the consent of
Arthur Andersen LLP to the incorporation by reference of its audit report dated
April 26, 2002 into this registration statement. Accordingly, Arthur Andersen
LLP will not be liable to investors under Section 11(a) of the Securities Act
because it has not consented to being named as an expert in this registration
statement, and therefore such lack of consent may limit the recovery by
investors from Arthur Andersen LLP.
SIGNATURES
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 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 Lawrence, Commonwealth of Pennsylvania, on this
19th day of September, 2002.
BLACK BOX CORPORATION
By: /s/ Fred C. Young
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Fred C. Young
Chairman and Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Fred C. Young and Anna M. Baird, and each of
them, such person's true and lawful attorneys-in-fact and agents, with full
power of substitution and revocation, for such person and in such person's name,
place and stead, in any and all capacities to sign any and all amendments
(including post-effective 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, granting unto said
attorneys-in-fact and agents, and each of them, 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 such person might or could do in person,
hereby ratifying and confirming all that said attorneys-in-fact and agent or any
of them, or their or his substitute or substitutes, may lawfully 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 indicated on this 19th day of September, 2002.
SIGNATURE CAPACITY
/s/ William F. Andrews Director
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William F. Andrews
/s/ Thomas G. Greig Director
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Thomas G. Greig
/s/ William R. Newlin Director
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William R. Newlin
/s/ Brian D. Young Director
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Brian D. Young
/s/ Fred C. Young Chairman of the Board and
------------------------------ Chief Executive Officer
Fred C. Young (Principal Executive Officer)
/s/ Anna M. Baird Vice President, Chief Financial Officer,
------------------------------ Secretary and
Anna M. Baird Principal Accounting Officer
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.01 Opinion of Buchanan Ingersoll Professional Corporation
23.01 Consent of Arthur Andersen LLP, (omitted pursuant to Rule 437(a))
23.02 Consent of Buchanan Ingersoll Professional Corporation
(contained in opinion filed as Exhibit 5.01 hereto)
24.01 Powers of Attorney (contained herein on signature page)
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