Registration No. 333-___________
As filed with the Securities and Exchange Commission on June 16, 2004
UNITED STATES
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
(Exact name of registrant as specified in its charter)
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 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)
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MICHAEL MCANDREW, CHIEF FINANCIAL OFFICER COPIES OF COMMUNICATIONS TO:
BLACK BOX CORPORATION Ronald Basso, Esquire
1000 PARK DRIVE Buchanan Ingersoll PC
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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20,000 shares $40.55(1) $811,000(1) $102.75(1)
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Common Stock
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(par value $.001 per share)
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TOTAL 20,000 shares ----- $102.75
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(1) Estimated solely for purposes of calculating the registration fee
pursuant to Rule 457(h). In accordance with Rule 457(h), such price is
the price at which the options may be exercised.
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. 33-75252, 333-34837, 333-81523, 333-64412 and
333-100295 relating to the Corporation's 1992 Director Stock Option Plan and
amendments thereto.
Certain 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 of 1933, as amended, 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.
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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
16th day of June, 2004.
BLACK BOX CORPORATION
By: /s/ Fred C. Young
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Fred C. Young
Chief Executive Officer
KNOW ALL MEN BY THESE PRESENTS that each person whose signature appears
below constitutes and appoints Fred C. Young and Michael McAndrew, 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 16th day of June, 2004.
SIGNATURE CAPACITY
/s/ William F. Andrews Director
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William F. Andrews
/s/ Thomas W. Golonski Director
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Thomas W. Golonski
/s/ Thomas G. Greig Director and Chairman of the Board
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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 Chief Executive Officer
--------------------------- (Principal Executive Officer)
Fred C. Young
/s/ Michael McAndrew Vice President, Chief Financial Officer, Secretary, Treasurer and
--------------------------- Principal Accounting Officer
Michael McAndrew
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
5.01 Opinion of Buchanan Ingersoll PC
10.01 Amended and Restated 1992 Director Stock Option Plan
23.01 Consent of Independent Registered Accounting Firm
23.02 Consent of Arthur Andersen LLP is omitted pursuant to Rule 437a
23.03 Consent of Buchanan Ingersoll PC (contained in opinion filed as
Exhibit 5.01 hereto)
24.01 Powers of Attorney (contained herein on signature page)
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