<PAGE>

                                                           Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.

                              ___________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     under

                          THE SECURITIES ACT OF 1933

                              ___________________

                         NU HORIZONS ELECTRONICS CORP.
            (Exact name of registrant as specified in its charter)


          Delaware                                      11-2621097
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

     70 Maxess Road, Melville, New York                   11747
         (Address of principal executive offices)         (Zip Code)

    NU HORIZONS ELECTRONICS CORP. 2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                           (Full Title of the Plan)

                           Arthur Nadata, President
                         Nu Horizons Electronics Corp.
                                70 Maxess Road
                           Melville, New York 11747
                    (Name and address of agent for service)

                                (516) 396-5000
         (Telephone number, including area code, of agent for service)

                              ___________________

                                   copy to:
                           Nancy D. Lieberman, Esq.
                    Blau, Kramer, Wactlar & Lieberman, P.C.
                            100 Jericho Quadrangle
                            Jericho, New York 11753
                                (516) 822-4820

                              ___________________


                        CALCULATION OF REGISTRATION FEE

<TABLE>
<CAPTION>
===================================================================================================
    Title of Each                         Proposed Minimum     Proposed Maximum
 Class of Securities     Amount to be    Offering Price Per   Aggregate Offering      Amount of
   To be Registered       Registered        Security (1)           Price (1)       Registration Fee
---------------------------------------------------------------------------------------------------
<S>                     <C>              <C>                  <C>                  <C>
  Common Stock,
   par value $.0066     210,000 shs.(2)        $8.625            $1,811,250               $478.17
===================================================================================================
</TABLE>

(1)  Estimated solely for the purpose of calculating the registration fee, based
upon the average of high and low prices of the Company's Common Stock on the
Nasdaq National Market System on December 1, 2000.

(2)  The Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may become issuable pursuant to anti-
dilution and adjustment provisions of the Plan.
================================================================================
<PAGE>

                         NU HORIZONS ELECTRONICS CORP.

                   SUMMARY OF NU HORIZONS ELECTRONICS CORP.
                   2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN


     The Nu Horizons Electronics Corp. 2000 Outside Directors' Stock Option Plan
covers up to 210,000 shares of common stock, as adjusted for Nu Horizon's 3-for-
2 stock split in October 2000, pursuant to which Nu Horizons' outside directors
are eligible to receive non-qualified stock options. Shares of common stock
issued upon the exercise of options granted pursuant to the plan will generally
be from Nu Horizons' authorized but unissued shares or treasury shares. The
plan, which expires on September 12, 2010, will be administered by Nu Horizons
board of directors.

     Under the plan, non-employee board members will receive an automatic option
grant for 10,000 shares of common stock on the date of approval by Nu Horizons
stockholders of the plan and on the date of each annual meeting during the term
of the plan during which he or she is serving as director provided (1) he or she
has served on the board of directors at least three full months prior to the
date of grant and (2) the grant is subject to his or her continued service as an
outside director.

     The plan may be amended, suspended or terminated by the board of directors
or the committee.

     Stock options granted under the plan are exercisable for a period of up to
ten years from the date of grant at an exercise price equal to the fair market
value of the Common Stock on the date of the grant.

     Options granted pursuant to the plan may not be sold, pledged,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution or to the extent permitted by the board or
the committee.

     Stock options granted under the plan become exercisable only in
installments as follows:

     .    up to thirty-three and one-third percent (33 1/3%) on the date of
          grant;

     .    up to sixty-six and two-thirds percent (66 2/3%) of the subject shares
          on and after the first anniversary of the date of grant; and

     .    up to all of the subject shares on and after the second anniversary of
          the date of the grant of such option.

     Upon the exercise of stock option, optionees may pay the exercise price in
cash, by certified or bank cashiers check or, at Nu Horizons' option, in shares
of common stock valued at its fair market value on the date of exercise, or a
combination of cash and stock.

     A stock option is exercisable during the optionee's lifetime only by him
and cannot be exercised by him unless, at all times since the date of grant and
at the time of exercise, he is serving as a director, except that, upon
termination of his service (other than (1) by death or (2) by total disability),
he may exercise an option for a period of three months after his termination but
only to the extent such option is exercisable on the date of such termination.

     Upon termination of all employment by total disability or death, the
optionee, the optionee's estate or any person who acquires the right to exercise
such option by bequest or inheritance or by reason of the total disability or
death of the optionee, as the case may be, may exercise such options at any time
within twelve months after  termination, but only to the extent such option is
exercisable on the date of such termination.

     In the event of a change in control (as defined in the plan) of Nu
Horizons, at the option of the board, (a) all options outstanding on the date
of the change in control shall become immediately and fully exercisable, and (b)
an optionee will be permitted to surrender for cancellation within sixty (60)
days after the change in control any option or
<PAGE>

portion of an option which was granted more than six (6) months prior to the
date of such surrender, to the extent not yet exercised, and to receive a cash
payment in an amount equal to the excess, if any, of the fair market value (as
defined in the plan), on the date of surrender, of the shares of common stock
subject to the option or portion thereof surrendered, over the aggregate
purchase price for such shares.

     Nu Horizons' reports and registration statements filed with the Securities
and Exchange Commission pursuant to the provisions of the Securities Exchange
Act of 1934 are incorporated by reference herein and these documents, as well as
Nu Horizons' annual report to shareholders and additional information about the
plan and its administration, are available upon written or oral request from the
Secretary of Nu Horizons, at its offices at 70 Maxess Road, Melville, New York
11747, (631) 396-5000.  Nu Horizons does not intend to furnish any reports to
participating employees as to the amount and status of their options under the
plan.

                        FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax consequences as
of the date hereof with respect to options granted under the plan exercised with
cash or common stock or a combination of cash and common stock. This description
of the Federal income tax consequences is based upon law and Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary regulations which may be changed when finalized), and it should be
understood that this summary is not exhaustive, that the law may change, and
further that special rules may apply with respect to situations not specifically
discussed herein.  Careful attention should also be given to state and local tax
consequences.  As such, optionees are urged to consult with their own qualified
tax advisors.

     Exercise of Non-Qualified Options with Cash

     No taxable income will be realized by the optionee upon the grant of a non-
qualified option.  On exercise, the excess of the fair market value of the stock
at the time of exercise over the option price of such stock will be compensation
and (i) will be taxable at ordinary income tax rates in the year of exercise,
(ii) will be subject to withholding for Federal income tax purposes, and (iii)
generally will be an allowable income tax deduction to Nu Horizons.  The
optionee's tax basis for stock acquired upon exercise of a non-qualified option
will be equal to the option price paid for the stock plus any amounts included
in income as compensation.  Upon the sale of shares acquired pursuant to
exercise of a non-qualified option, the optionee will have long-term or short-
term capital gain or loss depending on the holding period.

     If the optionee is subject to restrictions under Section 16(b) of the
Exchange Act at exercise, (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under Treasury regulations to be six months after the date of issuance of the
shares), based on the excess (if any) at that time or, if earlier, at the time
of the sale of such shares, of the fair market value of the shares received over
the option price, and (ii) the holding period for purposes of determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse.  However, such an optionee may elect under
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed at
the time of exercise of the option, based on the excess (if any) at the time of
exercise of the fair market value of the shares received over the option price,
in which event the holding period will commence on the date of transfer.
Optionees who are subject to Section 16(b) restrictions should consult a
qualified tax advisor regarding the advisability of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

     Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling, if shares previously acquired other than
upon exercise of an incentive stock option are surrendered in full or partial
payment of the exercise price of a non-qualified option, then no gain or loss
will be recognized by the optionee, on the date of exercise, for the shares
which have an aggregate fair market value equal to the aggregate fair market
value of the shares surrendered.  These shares received are called replacement
shares.  The optionee will have a basis in the replacement shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of determining entitlement to short-term or long-term capital gain or loss
treatment on a subsequent disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.
<PAGE>

     In the event that the optionee receives any additional shares in addition
to the replacement shares on such exercise, then (i) the excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares surrendered plus any cash payments made by the optionee on the
exercise of the option will be treated as compensation taxable as ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares will be equal to the sum of the amount taxed as ordinary income on
exercise plus the amount of any cash payments made on exercise, and (iii) the
holding period for the additional shares (for purposes of determining
entitlement to long-term or short-term capital gain or loss treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     In the absence of new published rulings to the contrary, it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified option using shares previously acquired by
exercising an incentive stock option.  Based on the 1980 Revenue Ruling, the
exercise of a non-qualified option using shares previously acquired by
exercising an incentive stock option would not result in a "disqualifying
disposition" of such shares.

     Information Reporting

     Pursuant to applicable tax regulations, Nu Horizons will provide to each
optionee and to the appropriate tax authorities information regarding the
exercises of non-qualified options on Form W-2.

              RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                         ACQUIRED PURSUANT TO THE PLAN

     Participants in the plan who receive shares of common stock pursuant to the
exercise of options may from time to time sell all or a part of such common
stock.  In some instances, there may be restrictions on the amount and manner of
such sales by reason of pertinent provisions of the securities laws and the
rules thereunder.  Optionees should consult with legal counsel about the
securities law implications of the exercise of options and the acquisition or
disposition of shares of common stock under the plan.

     Pursuant to Section 16(b) of the Exchange Act, if an optionee, while an
officer, director or ten percent (10%) stockholder of Nu Horizons, (i) acquires
any equity security of Nu Horizons (other than shares of common stock acquired
under the plan or another stock option plan of Nu Horizons if the exercise price
of the option pursuant to which such shares of common stock were acquired does
not exceed the fair market value thereof at the time of exercise), and (ii)
within six months before or after such acquisition sells any equity security of
Nu Horizons, including common stock acquired under the plan, then such optionee
will be required to repay to Nu Horizons any profit attributable to the two
transactions.

     In the event of any inconsistency between this summary and the plan, the
terms of the plan shall govern.

     This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
<PAGE>

                                    PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

          The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) and (b) below:

               (a)  The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended February 28, 2000;

               (b)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarters ended May 31, 2000 and August 31, 2000;

               (c)  The Registrant's Proxy Statement dated October 4, 2000; and

               (d)  The description of the class of securities to be offered
                    which is contained in a registration statement filed under
                    Section 12 of the Securities Exchange Act of 1934 (File No.
                    1-8798) including any amendment or report filed for the
                    purpose 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 have been sold or which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
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.
          ---------------------------------------

               Harvey R. Blau, a member of the law firm of Blau, Kramer, Wactlar
& Lieberman, P.C. is a director of the Registrant. As of Novmeber 30, 2000, Mr.
Blau owns 15,642 shares of Common Stock, including 15,000 options to purchase
common shares.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

               Under the provisions of the Certificate of Incorporation and By-
Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

               Under such law, to the extent that such person is successful on
the merits of defense of a suit or proceeding brought against him by reason of
the fact that he is a director or officer of Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

               If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

               If unsuccessful in defense of a suit brought by or in the right
of Registrant, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant except that if such a person is adjudicated to be liable in such suit
for

                                      II-1
<PAGE>

negligence or misconduct in the performance of his duty to Registrant, he cannot
be made whole even for expenses unless the court determines that he is fairly
and reasonably entitled to be indemnified for such expenses.

               The officers and directors of the Company are covered by
officers' and directors' liability insurance. The policy coverage is $5,000,000,
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $50,000.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

               Not applicable.

Item 8.   Exhibits.
          ---------

               4    2000 Outside Directors' Stock Option Plan

               5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
                    P.C.

               23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -included
                    in their opinion filed as Exhibit 5.

               23.2 Consent of Lazar, Levine & Felix LLP.

               24   Powers of Attorney.

Item 9.   Undertakings.
          -------------

               (a)  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;

                    (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. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective registration statement;

                    (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 (a)(l)(i) and (a)(l)(ii) do not
                    apply if the Registration Statement is on Form S-3, Form S-8
                    or Form F-3, and 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 section 15(d) of the Securities Exchange Act
                    of 1934 that are incorporated by reference in the
                    Registration Statement.

                                      II-2
<PAGE>

          (2)  That, for the purposes 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.

          (b)  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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 the time shall be deemed to be the initial bona fide offering thereof.

          (c)  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 policy as expressed in the Act and will be
governed by final adjudication of such issue.

                                      II-3
<PAGE>

                                  SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Melville, New York on the 30th day of November, 2000.

                                    NU HORIZONS ELECTRONICS CORP.

                                    By: /s/ Arthur Nadata
                                        -------------------------------------
                                         Arthur Nadata
                                          President

                               POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on November 30, 2000, by
the following persons in the capacities indicated.  Each person whose signature
appears below constitutes and appoints Arthur Nadata and Paul Durando, and each
of them acting individually, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Nu Horizons Electronics Corp. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities stated
below, any and all amendments (including post-effective amendments) thereto,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

               Signature                             Title
               ---------                             -----

/s/ Irving Lubman                       Chairman of the Board and
--------------------------
      Irving Lubman                     Chief Executive Officer

/s/ Arthur Nadata                       President, Treasurer and Director
--------------------------
      Arthur Nadata                     (Principal Executive Officer)

/s/ Richard Schuster                    Vice President, Secretary and Director
--------------------------
      Richard Schuster

/s/ Paul Durando                        Vice President - Finance, Chief
--------------------------
      Paul Durando                      Financial Officer and Director
                                        (Principal Financial and Accounting
                                        Officer)

/s/ Herbert M. Gardner                  Director
--------------------------
      Herbert M. Gardner

/s/ Harvey R. Blau                      Director
--------------------------
      Harvey R. Blau


/s/ Dominic Polimeni                    Director
--------------------------
      Dominic Polimeni

__________________________              Director
      David Siegel
<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549


================================================================================

                         NU HORIZONS ELECTRONICS CORP.

================================================================================



                        Form S-8 Registration Statement


--------------------------------------------------------------------------------

                          E X H I B I T    I N D E X

--------------------------------------------------------------------------------

                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number                Exhibit Description                including Exhibit Pages
------                -------------------                -----------------------

4        2000 Outside Directors' Stock Option Plan.....

5        Opinion and Consent of Counsel................

23.1     Consent of Counsel............................       See Exhibit 5

23.2     Consent of Lazar, Levine & Felix LLP..........

24       Powers of Attorney............................       See signature page
[{"type": "S-8", "sequence": "1", "filename": "0001.txt", "description": "FORM S-8", "secsgml_size_bytes": 30048}]
{"company-data": {"conformed-name": "NU HORIZONS ELECTRONICS CORP", "cik": "0000718074", "assigned-sic": "5065", "irs-number": "112621097", "state-of-incorporation": "DE", "fiscal-year-end": "0228"}, "filing-values": {"form-type": "S-8", "act": "33", "file-number": "333-51190", "film-number": "782909"}, "business-address": {"street1": "70 MAXESS RD", "city": "MELVILLE", "state": "NY", "zip": "11747", "phone": "5163965000"}, "mail-address": {"street1": "70 MAXESS ROAD", "street2": "6000 NEW HORIZONS BLVD", "city": "MELVILLE", "state": "NY", "zip": "11747"}}
Registration No. 333-
================================================================================

                      SECURITIES AND EXCHANGE COMMISSION
                               Washington, D.C.

                              ___________________

                                   FORM S-8

                            REGISTRATION STATEMENT

                                     under

                          THE SECURITIES ACT OF 1933

                              ___________________

                         NU HORIZONS ELECTRONICS CORP.
            (Exact name of registrant as specified in its charter)

          Delaware                                      11-2621097
(State or other jurisdiction of           (I.R.S. Employer Identification No.)
incorporation or organization)

     70 Maxess Road, Melville, New York                   11747
         (Address of principal executive offices)         (Zip Code)

    NU HORIZONS ELECTRONICS CORP. 2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN
                           (Full Title of the Plan)

                           Arthur Nadata, President
                         Nu Horizons Electronics Corp.
                                70 Maxess Road
                           Melville, New York 11747
                    (Name and address of agent for service)

                                (516) 396-5000
         (Telephone number, including area code, of agent for service)

                              ___________________

                                   copy to:
                           Nancy D. Lieberman, Esq.
                    Blau, Kramer, Wactlar & Lieberman, P.C.
                            100 Jericho Quadrangle
                            Jericho, New York 11753
                                (516) 822-4820

                              ___________________

                        CALCULATION OF REGISTRATION FEE
===================================================================================================
    Title of Each                         Proposed Minimum     Proposed Maximum
 Class of Securities     Amount to be    Offering Price Per   Aggregate Offering      Amount of
   To be Registered       Registered        Security (1)           Price (1)       Registration Fee
---------------------------------------------------------------------------------------------------
Common Stock,
   par value $.0066     210,000 shs.(2)        $8.625            $1,811,250               $478.17
===================================================================================================
(1)  Estimated solely for the purpose of calculating the registration fee, based
upon the average of high and low prices of the Company's Common Stock on the
Nasdaq National Market System on December 1, 2000.

(2)  The Registration Statement also covers an indeterminate number of
additional shares of Common Stock which may become issuable pursuant to anti-
dilution and adjustment provisions of the Plan.
================================================================================
NU HORIZONS ELECTRONICS CORP.

                   SUMMARY OF NU HORIZONS ELECTRONICS CORP.
                   2000 OUTSIDE DIRECTORS' STOCK OPTION PLAN

     The Nu Horizons Electronics Corp. 2000 Outside Directors' Stock Option Plan
covers up to 210,000 shares of common stock, as adjusted for Nu Horizon's 3-for-
2 stock split in October 2000, pursuant to which Nu Horizons' outside directors
are eligible to receive non-qualified stock options. Shares of common stock
issued upon the exercise of options granted pursuant to the plan will generally
be from Nu Horizons' authorized but unissued shares or treasury shares. The
plan, which expires on September 12, 2010, will be administered by Nu Horizons
board of directors.

     Under the plan, non-employee board members will receive an automatic option
grant for 10,000 shares of common stock on the date of approval by Nu Horizons
stockholders of the plan and on the date of each annual meeting during the term
of the plan during which he or she is serving as director provided (1) he or she
has served on the board of directors at least three full months prior to the
date of grant and (2) the grant is subject to his or her continued service as an
outside director.

     The plan may be amended, suspended or terminated by the board of directors
or the committee.

     Stock options granted under the plan are exercisable for a period of up to
ten years from the date of grant at an exercise price equal to the fair market
value of the Common Stock on the date of the grant.

     Options granted pursuant to the plan may not be sold, pledged,
hypothecated, transferred or disposed of in any manner other than by will or by
the laws of descent or distribution or to the extent permitted by the board or
the committee.

     Stock options granted under the plan become exercisable only in
installments as follows:

     .    up to thirty-three and one-third percent (33 1/3%) on the date of
          grant;

     .    up to sixty-six and two-thirds percent (66 2/3%) of the subject shares
          on and after the first anniversary of the date of grant; and

     .    up to all of the subject shares on and after the second anniversary of
          the date of the grant of such option.

     Upon the exercise of stock option, optionees may pay the exercise price in
cash, by certified or bank cashiers check or, at Nu Horizons' option, in shares
of common stock valued at its fair market value on the date of exercise, or a
combination of cash and stock.

     A stock option is exercisable during the optionee's lifetime only by him
and cannot be exercised by him unless, at all times since the date of grant and
at the time of exercise, he is serving as a director, except that, upon
termination of his service (other than (1) by death or (2) by total disability),
he may exercise an option for a period of three months after his termination but
only to the extent such option is exercisable on the date of such termination.

     Upon termination of all employment by total disability or death, the
optionee, the optionee's estate or any person who acquires the right to exercise
such option by bequest or inheritance or by reason of the total disability or
death of the optionee, as the case may be, may exercise such options at any time
within twelve months after  termination, but only to the extent such option is
exercisable on the date of such termination.

     In the event of a change in control (as defined in the plan) of Nu
Horizons, at the option of the board, (a) all options outstanding on the date
of the change in control shall become immediately and fully exercisable, and (b)
an optionee will be permitted to surrender for cancellation within sixty (60)
days after the change in control any option or
portion of an option which was granted more than six (6) months prior to the
date of such surrender, to the extent not yet exercised, and to receive a cash
payment in an amount equal to the excess, if any, of the fair market value (as
defined in the plan), on the date of surrender, of the shares of common stock
subject to the option or portion thereof surrendered, over the aggregate
purchase price for such shares.

     Nu Horizons' reports and registration statements filed with the Securities
and Exchange Commission pursuant to the provisions of the Securities Exchange
Act of 1934 are incorporated by reference herein and these documents, as well as
Nu Horizons' annual report to shareholders and additional information about the
plan and its administration, are available upon written or oral request from the
Secretary of Nu Horizons, at its offices at 70 Maxess Road, Melville, New York
11747, (631) 396-5000.  Nu Horizons does not intend to furnish any reports to
participating employees as to the amount and status of their options under the
plan.

                        FEDERAL INCOME TAX CONSEQUENCES

     The following is a brief summary of the Federal income tax consequences as
of the date hereof with respect to options granted under the plan exercised with
cash or common stock or a combination of cash and common stock. This description
of the Federal income tax consequences is based upon law and Treasury
interpretations in effect on the date of this prospectus (including proposed and
temporary regulations which may be changed when finalized), and it should be
understood that this summary is not exhaustive, that the law may change, and
further that special rules may apply with respect to situations not specifically
discussed herein.  Careful attention should also be given to state and local tax
consequences.  As such, optionees are urged to consult with their own qualified
tax advisors.

     Exercise of Non-Qualified Options with Cash

     No taxable income will be realized by the optionee upon the grant of a non-
qualified option.  On exercise, the excess of the fair market value of the stock
at the time of exercise over the option price of such stock will be compensation
and (i) will be taxable at ordinary income tax rates in the year of exercise,
(ii) will be subject to withholding for Federal income tax purposes, and (iii)
generally will be an allowable income tax deduction to Nu Horizons.  The
optionee's tax basis for stock acquired upon exercise of a non-qualified option
will be equal to the option price paid for the stock plus any amounts included
in income as compensation.  Upon the sale of shares acquired pursuant to
exercise of a non-qualified option, the optionee will have long-term or short-
term capital gain or loss depending on the holding period.

     If the optionee is subject to restrictions under Section 16(b) of the
Exchange Act at exercise, (i) he will not be taxed at the time of exercise, and
will instead be taxed when the Section 16(b) restrictions lapse (which is deemed
under Treasury regulations to be six months after the date of issuance of the
shares), based on the excess (if any) at that time or, if earlier, at the time
of the sale of such shares, of the fair market value of the shares received over
the option price, and (ii) the holding period for purposes of determining
entitlement to long-term or short-term capital gain or loss, as the case may be,
will commence on the earlier of the date of sale of such shares or the date that
the Section 16(b) restrictions lapse.  However, such an optionee may elect under
Section 83(b) of the Internal Revenue Code of 1986, as amended, to be taxed at
the time of exercise of the option, based on the excess (if any) at the time of
exercise of the fair market value of the shares received over the option price,
in which event the holding period will commence on the date of transfer.
Optionees who are subject to Section 16(b) restrictions should consult a
qualified tax advisor regarding the advisability of a Section 83(b) election,
which must be made within 30 days following the exercise of the shares.

     Exercise of Non-Qualified Options with Common Stock

     Based on a 1980 Revenue Ruling, if shares previously acquired other than
upon exercise of an incentive stock option are surrendered in full or partial
payment of the exercise price of a non-qualified option, then no gain or loss
will be recognized by the optionee, on the date of exercise, for the shares
which have an aggregate fair market value equal to the aggregate fair market
value of the shares surrendered.  These shares received are called replacement
shares.  The optionee will have a basis in the replacement shares equal to the
basis of the shares surrendered, and the optionee's holding period (for purposes
of determining entitlement to short-term or long-term capital gain or loss
treatment on a subsequent disposition of the Replacement Shares) will generally
include the period during which the surrendered shares were held.
In the event that the optionee receives any additional shares in addition
to the replacement shares on such exercise, then (i) the excess of the fair
market value of all of the shares received over the sum of the fair market value
of the shares surrendered plus any cash payments made by the optionee on the
exercise of the option will be treated as compensation taxable as ordinary
income (and subject to withholding), (ii) the optionee's basis in the additional
shares will be equal to the sum of the amount taxed as ordinary income on
exercise plus the amount of any cash payments made on exercise, and (iii) the
holding period for the additional shares (for purposes of determining
entitlement to long-term or short-term capital gain or loss treatment on a
subsequent disposition of the additional shares) will begin when such additional
shares are issued to the optionee.

     In the absence of new published rulings to the contrary, it would appear
that rules similar to those that apply under the 1980 Revenue Ruling would apply
to the exercise of a non-qualified option using shares previously acquired by
exercising an incentive stock option.  Based on the 1980 Revenue Ruling, the
exercise of a non-qualified option using shares previously acquired by
exercising an incentive stock option would not result in a "disqualifying
disposition" of such shares.

     Information Reporting

     Pursuant to applicable tax regulations, Nu Horizons will provide to each
optionee and to the appropriate tax authorities information regarding the
exercises of non-qualified options on Form W-2.

              RESTRICTION ON REOFFERS OR RESALES OF COMMON STOCK
                         ACQUIRED PURSUANT TO THE PLAN

     Participants in the plan who receive shares of common stock pursuant to the
exercise of options may from time to time sell all or a part of such common
stock.  In some instances, there may be restrictions on the amount and manner of
such sales by reason of pertinent provisions of the securities laws and the
rules thereunder.  Optionees should consult with legal counsel about the
securities law implications of the exercise of options and the acquisition or
disposition of shares of common stock under the plan.

     Pursuant to Section 16(b) of the Exchange Act, if an optionee, while an
officer, director or ten percent (10%) stockholder of Nu Horizons, (i) acquires
any equity security of Nu Horizons (other than shares of common stock acquired
under the plan or another stock option plan of Nu Horizons if the exercise price
of the option pursuant to which such shares of common stock were acquired does
not exceed the fair market value thereof at the time of exercise), and (ii)
within six months before or after such acquisition sells any equity security of
Nu Horizons, including common stock acquired under the plan, then such optionee
will be required to repay to Nu Horizons any profit attributable to the two
transactions.

     In the event of any inconsistency between this summary and the plan, the
terms of the plan shall govern.

     This document constitutes part of a prospectus covering securities that
have been registered under the Securities Act of 1933.
PART II

              INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.   Incorporation of Documents by Reference.
          ----------------------------------------

          The Registrant hereby incorporates by reference into this Registration
Statement the documents listed in (a) and (b) below:

               (a)  The Registrant's Annual Report on Form 10-K for the fiscal
                    year ended February 28, 2000;

               (b)  The Registrant's Quarterly Report on Form 10-Q for the
                    fiscal quarters ended May 31, 2000 and August 31, 2000;

               (c)  The Registrant's Proxy Statement dated October 4, 2000; and

               (d)  The description of the class of securities to be offered
                    which is contained in a registration statement filed under
                    Section 12 of the Securities Exchange Act of 1934 (File No.
                    1-8798) including any amendment or report filed for the
                    purpose 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 have been sold or which indicates that all securities offered
have been sold or which deregisters all such securities then remaining unsold,
shall be deemed to be incorporated by reference in this Registration Statement
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.
          ---------------------------------------

               Harvey R. Blau, a member of the law firm of Blau, Kramer, Wactlar
& Lieberman, P.C. is a director of the Registrant. As of Novmeber 30, 2000, Mr.
Blau owns 15,642 shares of Common Stock, including 15,000 options to purchase
common shares.

Item 6.   Indemnification of Directors and Officers.
          ------------------------------------------

               Under the provisions of the Certificate of Incorporation and By-
Laws of Registrant, each person who is or was a director or officer of
Registrant shall be indemnified by Registrant as of right to the full extent
permitted or authorized by the General Corporation Law of Delaware.

               Under such law, to the extent that such person is successful on
the merits of defense of a suit or proceeding brought against him by reason of
the fact that he is a director or officer of Registrant, he shall be indemnified
against expenses (including attorneys' fees) reasonably incurred in connection
with such action.

               If unsuccessful in defense of a third-party civil suit or a
criminal suit is settled, such a person shall be indemnified under such law
against both (1) expenses (including attorneys' fees) and (2) judgments, fines
and amounts paid in settlement if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant, and with respect to any criminal action, had no reasonable cause to
believe his conduct was unlawful.

               If unsuccessful in defense of a suit brought by or in the right
of Registrant, or if such suit is settled, such a person shall be indemnified
under such law only against expenses (including attorneys' fees) incurred in the
defense or settlement of such suit if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of
Registrant except that if such a person is adjudicated to be liable in such suit
for

                                      II-1
negligence or misconduct in the performance of his duty to Registrant, he cannot
be made whole even for expenses unless the court determines that he is fairly
and reasonably entitled to be indemnified for such expenses.

               The officers and directors of the Company are covered by
officers' and directors' liability insurance. The policy coverage is $5,000,000,
which includes reimbursement for costs and fees. There is a maximum aggregate
deductible for each loss under the policy of $50,000.

Item 7.   Exemption from Registration Claimed.
          ------------------------------------

               Not applicable.

Item 8.   Exhibits.
          ---------

               4    2000 Outside Directors' Stock Option Plan

               5    Opinion and consent of Blau, Kramer, Wactlar & Lieberman,
                    P.C.

               23.1 Consent of Blau, Kramer, Wactlar & Lieberman, P.C. -included
                    in their opinion filed as Exhibit 5.

               23.2 Consent of Lazar, Levine & Felix LLP.

               24   Powers of Attorney.

Item 9.   Undertakings.
          -------------

               (a)  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;

                    (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. Notwithstanding the foregoing, any
                    increase or decrease in volume of securities offered (if the
                    total dollar value of securities offered would not exceed
                    that which was registered) and any deviation from the low or
                    high end of the estimated maximum offering range may be
                    reflected in the form of prospectus filed with the
                    Commission pursuant to Rule 424(b) if, in the aggregate, the
                    changes in volume and price represent no more than 20
                    percent change in the maximum aggregate offering price set
                    forth in the "Calculation of Registration Fee" table in the
                    effective registration statement;

                    (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 (a)(l)(i) and (a)(l)(ii) do not
                    apply if the Registration Statement is on Form S-3, Form S-8
                    or Form F-3, and 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 section 15(d) of the Securities Exchange Act
                    of 1934 that are incorporated by reference in the
                    Registration Statement.

                                      II-2
(2)  That, for the purposes 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.

          (b)  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 (and, where applicable, each filing of an
employee benefit plan's annual report pursuant to 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 the time shall be deemed to be the initial bona fide offering thereof.

          (c)  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 policy as expressed in the Act and will be
governed by final adjudication of such issue.

                                      II-3
SIGNATURES

          Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
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 Melville, New York on the 30th day of November, 2000.

                                    NU HORIZONS ELECTRONICS CORP.

                                    By: /s/ Arthur Nadata
                                        -------------------------------------
                                         Arthur Nadata
                                          President

                               POWER OF ATTORNEY

          Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed on November 30, 2000, by
the following persons in the capacities indicated.  Each person whose signature
appears below constitutes and appoints Arthur Nadata and Paul Durando, and each
of them acting individually, with full power of substitution, our true and
lawful attorneys-in-fact and agents to do any and all acts and things in our
name and on our behalf in our capacities indicated below which they or either of
them may deem necessary or advisable to enable Nu Horizons Electronics Corp. to
comply with the Securities Act of 1933, as amended, and any rules, regulations
and requirements of the Securities and Exchange Commission, in connection with
this Registration Statement including specifically, but not limited to, power
and authority to sign for us or any of us in our names in the capacities stated
below, any and all amendments (including post-effective amendments) thereto,
granting unto said attorneys-in-fact and agents full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
such connection, as fully to all intents and purposes as we might or could do in
person, hereby ratifying and confirming all that said attorneys-in-fact and
agents, or his substitute or substitutes, may lawfully do or cause to be done by
virtue thereof.

               Signature                             Title
               ---------                             -----

/s/ Irving Lubman                       Chairman of the Board and
--------------------------
      Irving Lubman                     Chief Executive Officer

/s/ Arthur Nadata                       President, Treasurer and Director
--------------------------
      Arthur Nadata                     (Principal Executive Officer)

/s/ Richard Schuster                    Vice President, Secretary and Director
--------------------------
      Richard Schuster

/s/ Paul Durando                        Vice President - Finance, Chief
--------------------------
      Paul Durando                      Financial Officer and Director
                                        (Principal Financial and Accounting
                                        Officer)

/s/ Herbert M. Gardner                  Director
--------------------------
      Herbert M. Gardner

/s/ Harvey R. Blau                      Director
--------------------------
      Harvey R. Blau

/s/ Dominic Polimeni                    Director
--------------------------
      Dominic Polimeni

__________________________              Director
      David Siegel
SECURITIES AND EXCHANGE COMMISSION
                            Washington, D.C.  20549

================================================================================

                         NU HORIZONS ELECTRONICS CORP.

================================================================================

                        Form S-8 Registration Statement

--------------------------------------------------------------------------------

                          E X H I B I T    I N D E X

--------------------------------------------------------------------------------

                                                         Page No. in Sequential
Exhibit                                                  Numbering of all Pages,
Number                Exhibit Description                including Exhibit Pages
------                -------------------                -----------------------

4        2000 Outside Directors' Stock Option Plan.....

5        Opinion and Consent of Counsel................

23.1     Consent of Counsel............................       See Exhibit 5

23.2     Consent of Lazar, Levine & Felix LLP..........

24       Powers of Attorney............................       See signature page