As filed with the Securities and Exchange Commission on May 30, 2017	
 	Registration No. 333-	
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

	

FORM S-8
Registration Statement
under
The Securities Act of 1933

	

ANIXTER INTERNATIONAL INC.
(Exact name of registrant as specified in its charter)

			
Delaware  
(State or other jurisdiction of
incorporation or organization)	 	94-1658138 
(I.R.S. employer
identification no.)	

2301 Patriot Blvd
Glenview, Illinois 60026 
(Address of principal executive offices, including zip code)
ANIXTER INTERNATIONAL INC. 2017 STOCK INCENTIVE PLAN 
(Full title of the plan)

 Justin C. Choi
Executive Vice President - General Counsel & Secretary
Anixter International Inc. 
 2301 Patriot Blvd
Glenview, Illinois 60026 
(Name and address of agent for service)

 (224) 521-8000 
(Telephone number, including area code, of agent for service)

 With a copy to: 

 Lauralyn G. Bengel
Schiff Hardin LLP 
 233 South Wacker Drive, Suite 6600 
 Chicago, Illinois 60606
(312) 258-5500  

	
 	
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See definitions of “large accelerated filer,” “accelerated filer,” emerging growth company,” “smaller reporting company,” and "emerging growth company" in Rule 12b-2 of the Exchange Act.

						
Large Accelerated Filer	x	 	  	Accelerated Filer	o	
Non-Accelerated Filer	o	(Do not check if a smaller reporting company)	  	Smaller Reporting Company	o	
 	 	 	 	Emerging Growth Company	o
	
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revise d financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act. o

	

CALCULATION OF REGISTRATION FEE

	
					
Title of Securities to be Registered	
Amount
to be
registered	
Proposed
maximum
offering price
per share	
Proposed
maximum
aggregate
offering price	

Amount of
registration fee	
Common Stock, par value $1.00 per share	2,000,000(1)	$76.94 (2)	$153,880,000 (2)	$17,834.69 (2)	

(1)    Pursuant to Rule 416 of the Securities Act of 1933, this Registration Statement shall also cover any additional shares of Common Stock which become issuable under the Plan pursuant to this Registration Statement by reason of any stock dividend, stock split, recapitalization or any other similar transaction which results in an increase in the number of outstanding shares of Common Stock.
(2)    Estimated on the basis of $76.94 per share, the average of the high and low sales prices of Anixter International Inc. Common Stock as reported on The New York Stock Exchange on May 23, 2017 pursuant to Rule 457(c) and (h) of the Securities Act of 1933.

	

PART II 
 
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3.     Incorporation of Documents by Reference.
The following documents filed by Anixter International Inc. (the “Registrant”) are incorporated herein by reference:

(a)	The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2016;	

(b)	All other reports of the Registrant filed pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended, since December 31, 2016; and	

(c)	The description of the Registrant’s Common Stock contained in the Registrant’s Registration Statement on Form 8-A dated April 29, 1969, as amended, and any amendment or report filed for the purposes of updating such description.	
All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference herein and to be a part hereof from the date of filing of such documents.
Item 4.     Description of Securities.
Not applicable.
Item 5.     Interests of Named Experts and Counsel.
Certain legal matters with respect to the legality of the Common Stock offered hereby will be passed upon for the Registrant by Justin C. Choi, Executive Vice President - General Counsel & Secretary of the Registrant. Mr. Choi holds a total of 8,456 shares of Common Stock, no options to acquire shares of Common Stock and 26,887 shares of unvested restricted stock units.
Item 6. Indemnification of Directors and Officers.
Article Nine of the Registrant’s Restated Certificate of Incorporation provides that no director shall be personally liable to the corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Notwithstanding the foregoing, a director shall be liable to the extent provided by applicable law:

•	for any breach of the director’s duty of loyalty to the corporation or its stockholders,	
		
•	for acts or omissions not in good faith or that involve intentional misconduct or a knowing violation of law,	
		
•	for unlawful payments of dividends or unlawful stock repurchases or redemptions as provided in Section 174 of the Delaware General Corporation Law, or	

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•	for any transaction from which the director derived an improper personal benefit.	
Article IX of the Registrant’s By-laws provides that the Registrant will indemnify any person who was or is a party to any threatened, pending or completed action, suit or proceeding by reason of the fact that such person is or was a director or officer of the corporation, is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, against expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred in connection with any such action, suit or proceeding, if such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, and, with respect to any criminal action or proceeding, if he or she had no reason to believe his or her conduct was unlawful. In a derivative action (meaning one brought by or on behalf of the corporation), indemnification may be made only for expenses (including attorney’s fees) actually and reasonably incurred by such person in connection with the defense or settlement of such an action or suit, if such person acted in good faith and in a manner that he or she reasonably believed to be in or not opposed to the best interests of the corporation, except that no indemnification shall be made if such person shall have been adjudged to be liable to the corporation, unless and only to the extent that the Court of Chancery or the court in which the action or suit was brought shall determine, upon application, that such person is fairly and reasonably entitled to indemnity for such expenses, despite such adjudication of liability but in view of all the circumstances in the case.
The Registrant’s By-laws also permit the Registrant to purchase and maintain insurance on behalf of any person who is or was a director or officer of the corporation, or is or was serving at the request of the corporation as a director or officer of another corporation, partnership, joint venture, trust or other enterprise, regardless of whether the By-laws would permit indemnification. The Registrant currently maintains such liability insurance for its officers and directors.
The Registrant has entered into agreements to indemnify its directors and officers, in addition to the indemnification provided for in the Registrant’s Restated Certificate of Incorporation and Bylaws.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8.     Exhibits.
The exhibits filed herewith or incorporated by reference herein are set forth in the Exhibit Index filed as part of this Registration Statement.
Item 9. Undertakings.
The undersigned Registrant hereby undertakes:
(1)      To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
(i)      To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933;

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(ii)      To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
(iii)      To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed by the Registrant pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated by reference in the registration statement.
(2)      That, for the purpose of determining any liability under the Securities Act of 1933, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
(3)      To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
The undersigned Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act of 1933, each filing of the Registrant’s annual report pursuant to Section 13(a) or Section 15(d) of the Securities Exchange Act of 1934 that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act of 1933 may be permitted to directors, officers and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer or controlling person of the Registrant in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Act and will be governed by the final adjudication of such issue.

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SIGNATURES
The Registrant . 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 the requirements for filing this Registration Statement and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the Village of Glenview, State of Illinois, on the 30th day of May, 2017.

			
 	ANIXTER INTERNATIONAL INC.  
 (Registrant)	
	By:	/s/ Justin C. Choi	
 	Justin C. Choi
Executive Vice President - General Counsel & Secretary	
Each person whose signature appears below appoints Justin C. Choi and Theodore A. Dosch, or each of them, as such person’s true and lawful attorneys to execute in the name of each such person, and to file, any pre-effective or post-effective amendments to this Registration Statement that any of such attorneys shall deem necessary or advisable to enable the Registrant to comply with the Securities Act of 1933, as amended, and any rules, regulations and requirements of the Securities and Exchange Commission with respect thereto, in connection with this Registration Statement, which amendments may make such changes in such Registration Statement as any of the above-named attorneys deems appropriate, and to comply with the undertakings of the Registrant made in connection with this Registration Statement; and each of the undersigned hereby ratifies all that either of said attorneys shall 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 and on the dates indicated.

			
SIGNATURE	TITLE	DATE
	
/s/ Robert J. Eck
Robert J. Eck
	President and Chief Executive Officer (Principal Executive Officer) and Director	May 30, 2017	
/s/ Theodore A. Dosch
Theodore A. Dosch
	Executive Vice President - Finance and Chief Financial Officer (Principal Financial Officer)	May 30, 2017	
/s/ Ilaria Mocciaro
Ilaria Mocciaro	Senior Vice President - Controller (Principal Accounting Officer)	May 30, 2017	

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/s/ Lord James Blyth
Lord James Blyth
	Director	May 30, 2017	
/s/ Frederic F. Brace
Frederic F. Brace
	Director	May 30, 2017	
/s/ Linda Walker Bynoe
Linda Walker Bynoe
	Director	May 30, 2017	
/s/ Robert W. Grubbs, Jr.
Robert W. Grubbs, Jr.
	Director	May 30, 2017	
/s/ F. Philip Handy
F. Philip Handy
	Director	May 30, 2017	
/s/ Melvyn N. Klein
Melvyn N. Klein
	Director	May 30, 2017	
/s/ George Muñoz
George Muñoz
	Director	May 30, 2017	
/s/ Scott R. Peppet
Scott R. Peppet
	Director	May 30, 2017	
/s/ Valarie L. Sheppard
Valarie L. Sheppard
	Director	May 30, 2017	
/s/ Stuart M. Sloan
Stuart M. Sloan
	Director	May 30, 2017	
/s/ Samuel Zell
Samuel Zell
	Director	May 30, 2017	

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INDEX TO EXHIBITS

		
Exhibit  
 Number	Exhibit	
4.1	Restated Certificate of Incorporation of Anixter International Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Report on Form 10-K for the year ended December 31, 1995).	
4.2	Amended and Restated By-laws of Anixter International Inc. (incorporated by reference to Exhibit 3.1 to the Registrant’s Form 8-K dated February 24, 2012).	
4.3	Anixter International Inc. 2017 Stock Incentive Plan (incorporated by reference to pages A-1 through A-11 of the Registrant’s Proxy Statement filed on April 20, 2017).	
5	Opinion of Justin C. Choi.	
23.1	Consent of Ernst & Young LLP.	
23.2	Consent of Justin C. Choi (contained in the Opinion filed as Exhibit 5).	
24	Power of Attorney (contained on the signature pages hereto).	

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EXHIBIT 5

May 30, 2017

Securities and Exchange Commission
100 F Street, N.E.
Washington, D.C. 20549

Re:    Anixter International Inc. – Registration of Common Stock on Form S-8

Ladies and Gentlemen:

In my capacity as General Counsel of Anixter International Inc., a Delaware corporation (the “Company”), I have acted as counsel to the Company in connection with the registration statement on Form S-8 (the “Registration Statement”) pertaining to the registration by the Company of 2,000,000 shares (the “Shares”) of the Company’s Common Stock, par value $1.00 per share (the “Common Stock”) in connection with the Company’s 2017 Stock Incentive Plan (the “Plan”).
In that connection, I have examined originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I deemed necessary for the purposes of this opinion.
For purposes of this opinion, I have assumed the authenticity of all documents submitted to me as originals, the conformity to the originals of all documents submitted to me as copies, and the authenticity of the originals of all documents submitted to me as copies. I have also assumed the genuineness of the signatures of persons signing all documents in connection with which this opinion is rendered, the authority of such persons signing on behalf of the parties thereto other than the Company, and the due authorization, execution and delivery of all documents by parties thereto other than the Company.
Based on the foregoing, I am of the opinion that the Shares have been duly authorized for issuance and when issued in accordance with the Plan will be legally issued, fully paid and nonassessable.
The foregoing opinion is limited to the General Corporation Law of the State of Delaware, and I express no opinions with respect to the laws of any other jurisdiction. The opinion expressed in this opinion letter is as of the date of this opinion letter only and as to laws covered hereby only as they are in effect on that date, and I assume no obligation to update or supplement such opinion to reflect any facts or circumstances that may come to my attention after that date or any changes in law that may occur or become effective after that date.
I hereby consent to the filing of this opinion as an exhibit to the Registration Statement and to the reference to me in the Registration Statement.

Very truly yours,

By:     /s/ Justin C. Choi _____    
Justin C. Choi
General Counsel

EXHIBIT 23.1

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the Anixter International Inc. 2017 Stock Incentive Plan of our reports dated February 23, 2017, with respect to the consolidated financial statements and schedules of Anixter International Inc., and the effectiveness of internal control over financial reporting of Anixter International Inc., included in its Annual Report on Form 10-K for the year ended December 30, 2016, filed with the Securities and Exchange Commission.

/s/ Ernst & Young LLP

Chicago, Illinois
May 25, 2017