Black Box Corporation S-8
Table of Contents

Registration No. 333-____________

As filed with the Securities and Exchange Commission on June 15, 2005

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
 

BLACK BOX CORPORATION

(Exact name of registrant as specified in its charter)
     
Delaware
(State or jurisdiction of
incorporation or organization) 		  95-3086563
(I.R.S. Employer
Identification No.)

1000 Park Drive
Lawrence, Pennsylvania 15055
(Address of principal executive offices)

 

BLACK BOX CORPORATION
1992 DIRECTOR STOCK OPTION PLAN
(Full title of the plan)

 
     
Christopher H. Gebhardt, Esquire
General Counsel 		  Copies of communications to:
Ronald Basso, Esquire
Black Box Corporation
1000 Park Drive
Lawrence, Pennsylvania 15055
(Name and address of agent for service)
724-873-6722
(Telephone number of agent for service) 		  Buchanan Ingersoll PC
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
412-562-8800

 

CALCULATION OF REGISTRATION FEE

                                             
                               
                  Proposed Maximum       Proposed            
  Title of Securities   Amount to be       Offering Price       Maximum Aggregate       Amount of    
  to be Registered   Registered       Per Share       Offering Price       Registration Fee    
 
Common Stock (par value $.001 per share)
   40,000 shares        $    34.93(1)           $    1,397,200(1)           $    164.45(1)     
 
 
                                          
 
Total
   40,000 shares         —          $    1,397,200              $    164.45        
                               
(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 average of the high and low sale prices for the Common Stock as quoted on the Nasdaq National Market System on June 10, 2005.

 

TABLE OF CONTENTS

INCORPORATION OF PRIOR REGISTRATION STATEMENTS BY REFERENCE
SIGNATURES
EXHIBIT INDEX
Exhibit 5.01
Exhibit 23.01
Exhibit 23.02

Table of Contents

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, 333-100295 and 333-116551 relating to the Corporation’s 1992 Director Stock Option Plan and amendments thereto.

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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 Borough of Lawrence, Commonwealth of Pennsylvania, on this 15th day of June, 2005.

         
  BLACK BOX CORPORATION
 		  
  By:   /s/ Fred C. Young    
    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 15th day of June, 2005.

     
SIGNATURE   CAPACITY
 
    
/s/ William F. Andrews
   Director
William F. Andrews
   
 
    
/s/ Richard L. Crouch
   Director
Richard L. Crouch
   
 
    
/s/ Thomas W. Golonski
   Director
Thomas W. Golonski
   
 
    
/s/ Thomas G. Greig
   Director
Thomas G. Greig
   
 
    
/s/ Edward A. Nicholson
   Director
Edward A. Nicholson, Ph.D.
   
 
    
/s/ Fred C. Young
   Director and Chief Executive Officer
Fred C. Young
  (Principal Executive Officer)
 
    
/s/ Michael McAndrew
   Vice President, Chief Financial Officer, Secretary,
Michael McAndrew
  Treasurer and Principal Accounting Officer

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Table of Contents

EXHIBIT INDEX

     
EXHIBIT NO.   DESCRIPTION
 
    
5.01
  Opinion of Buchanan Ingersoll PC
 
    
10.01
  1992 Director Stock Option Plan, as amended and restated (incorporated by reference from Exhibit 10.2 to the Form 8-K for the event dated March 15, 2005)
 
    
23.01
  Consent of Ernst & Young LLP
 
    
23.02
  Consent of BDO Seidman, LLP
 
    
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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