UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported): October 31, 2005
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ARROW ELECTRONICS, INC.
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(Exact Name of Registrant as Specified in Charter)
NEW YORK 1-4482 11-1806155
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(State or Other Jurisdiction (Commission (IRS Employer
of Incorporation) File Number) Identification No.)
50 MARCUS DRIVE, MELVILLE, NEW YORK 11747
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(Address of Principal Executive Offices)
Registrant's telephone number, including area code: (631) 847-2000
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions (see General Instruction A.2. below):
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 20.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
ITEM 8.01 OTHER EVENTS
On October 31, 2005, Arrow Electronics Taiwan Limited ("Arrow Taiwan"),
a wholly-owned subsidiary of the Registrant, issued a press release
announcing that it had launched an all-cash tender offer to acquire up
to 70% of the outstanding common stock of Ultra Source Technology Corp.
("Ultra Source"). In connection with the tender offer, certain key
members of the board of directors and executive management team of
Ultra Source (the "Management Team") have agreed to tender their shares
and to cause the tender or sale of other shares, representing, in the
aggregate, approximately 40% of the outstanding common stock of Ultra
Source, including the sale to Arrow Taiwan of a holding company that
owns approximately 7% of the outstanding common stock of Ultra Source.
Consummation of the tender offer is subject to the satisfaction of
certain conditions, including the receipt of certain regulatory
approvals and the tender of at least 33% of the outstanding common
stock of Ultra Source, on a fully-diluted basis.
A copy of the press release announcing the tender offer is attached
hereto as an Exhibit (99.1).
ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
99.1 press release issued by Arrow Electronics, Inc. dated
October 31, 2005.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
ARROW ELECTRONICS, INC.
Date: November 2, 2005 By: /s/Peter S. Brown
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Name: Peter S. Brown
Title: Senior Vice President
EXHIBIT INDEX
Exhibit Description
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99.1 Press release issued by Arrow Electronics, Inc., dated
October 31, 2005.