As filed with the Securities and Exchange Commission on January 21, 2004

Registration No. 333-

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SECURITIES AND EXCHANGE COMMISSION

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FORM S-8

REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

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AVNET, INC.

AVNET EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plans)

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(Name and Address of Agent For Service)

CALCULATION OF REGISTRATION FEE

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(1)

Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), there is also being registered such additional shares of Common Stock that become available under the foregoing plan in connection with changes in the number of outstanding Common Stock because of events such as recapitalizations, stock dividends, stock splits and reverse stock splits, and any other securities with respect to which the outstanding Shares are converted or exchanged.

(2)

Estimated solely for the purpose of calculating the registration fee. The registration fee has been calculated in accordance with Rule 457(h) under the Securities Act based upon the average of the high and low prices for the Common Stock on January 13, 2004, which was $23.58.

 

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INCORPORATION BY REFERENCE

     This Registration Statement on Form S-8 is filed by Avnet, Inc., a New York corporation (the “Registrant” or the “Company”), to register an additional 1,000,000 shares of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”), that may be issued pursuant to the Company’s Employee Stock Purchase Plan, as amended (the “Plan”).

     In accordance with the provisions of General Instruction E of Form S-8, Avnet, Inc. hereby incorporates by reference the contents of Avnet, Inc.’s currently effective Registration Statements on Form S-8 (Registration No. 33-62583 (including any amendments thereto), Registration No. 333-84671 and Registration No. 333-101039).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 5. Interests of Named Experts and Counsel.

          Certain matters with respect to the shares of Common Stock being registered hereunder are being passed upon by David R. Birk, Esq., whose opinion is filed as Exhibit 5.1 to this Registration Statement. Mr. Birk is Senior Vice President and General Counsel of the Registrant and the beneficial owner of 211,809 shares of the Registrant’s Common Stock, including 201,250 shares issuable upon exercise of employee stock options.

Item 8. Exhibits.

[SIGNATURES ON THE NEXT PAGE]

 

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SIGNATURES

     Pursuant to the requirements of the Securities Act, 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 Phoenix, State of Arizona, on January 21, 2004.

     Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed on January 21, 2004, by the following persons in the capacities indicated:

 

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