As filed with the Securities and Exchange Commission on February 23, 2007

Registration No. 333-112057

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

FORM S-8

 

AVNET, INC.

(Exact Name of Registrant as Specified in Its Charter)

New York (State or Other Jurisdiction of Incorporation or Organization)		2211 South 47th Street Phoenix, Arizona 85034 (Address of Principal Executive Offices Including Zip Code)		11-1890605 (I.R.S. Employer Identification No.)

AVNET, INC. 2003 STOCK COMPENSATION PLAN

(Full Title of the Plans)

(Name and Address of Agent For Service)

(480) 643-2000
(Telephone Number, Including Area Code, of Agent For Service)

EXPLANATORY NOTE

          Avnet, Inc. registered 6,000,000 shares of its common stock for issuance under the Avnet, Inc. 2003 Stock Compensation Plan (the “Plan”) pursuant to Registration Statement on Form S-8, File No. 333-112057, filed with the Securities and Exchange Commission on January 21, 2004. This Post-Effective Amendment No. 1 is being filed to deregister 3,033,539 shares of Avnet common stock that have not yet been issued under the Plan.

 

 

          Accordingly, Avnet hereby withdraws from registration under the Registration Statement on Form S-8, File No. 333-112057, 3,033,539 shares of its common stock that have not been and will not be issued under the Plan.

[SIGNATURES ON THE NEXT PAGE]

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 Post-Effective Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Phoenix, State of Arizona, on February 23, 2007.

		AVNET, INC.
		By: Name:		/s/  Raymond Sadowski   Raymond Sadowski
		Title:		Senior Vice President and
				Chief Financial Officer

     Pursuant to the requirements of the Securities Act of 1933, this Post-Effective Amendment No. 1 has been signed on February 23, 2007, by the following persons in the capacities indicated:

Signature		Title
*   Roy Vallee		Chairman of the Board, Chief Executive Officer and Director
*   Eleanor Baum		Director
*   J. Veronica Biggins		Director
*   Lawrence W. Clarkson		Director
*   Ehud Houminer		Director
*   James A. Lawrence		Director
*   Frank R. Noonan		Director
*   Ray M. Robinson		Director

Signature		Title
*   Gary L. Tooker		Director
*By: /s/ Raymond Sadowski   Raymond Sadowski
Attorney-in-Fact