<PAGE> 1
As filed with the Securities and Exchange commission on February 6, 1997
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
------------------
MLC HOLDINGS, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 54-1817218
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
11150 Sunset Hills Road
Suite 110
Reston, Virginia 20190-5321
(Address of principal executive offices) (Zip Code)
------------------
MLC HOLDINGS, INC. 1996 STOCK INCENTIVE PLAN
MLC HOLDINGS, INC. 1996 INCENTIVE STOCK OPTION PLAN
MLC HOLDINGS, INC. 1996 NONQUALIFIED STOCK OPTION PLAN
MLC HOLDINGS, INC. 1996 OUTSIDE DIRECTOR STOCK OPTION PLAN
(Full title of the plans)
------------------
PHILLIP G. NORTON Copy to:
Chairman, Chief Executive
Officer and President Benton Burroughs, Jr.
MLC HOLDINGS, INC. HAZEL & THOMAS, P.C.
11150 Sunset Hills Road 3110 Fairview Park Dr.
Suite 110 Suite 1400
Reston, Virginia 20190-5321 Falls Church, Virginia
(703) 834-5710 (703) 641-4200
(Name, address, including zip
code, and telephone number,
including area code, of agent
for service)
Cover Page Continued
<PAGE> 2
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- ---------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum Amount
Securities Amount offering Aggregate of Regis-
to be to be Price Offering tration
Registered Registered Per Share Price Fee(1)
- ---------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Options for
Common Stock(2) 45,000(3) 14.00(4) $630,000 $ 190.91
Common Stock(2) 60,000(5) 8.75 $525,000 $ 159.09
Common Stock(2) 30,000(6) 8.75 $262,500 $ 79.54
Common Stock(2) 15,000(7) 9.75 $146,250 $ 44.32
Common Stock(2) 5,000(8) 9.75 $ 48,750 $ 14.77
</TABLE>
- --------------------
(1) Calculated in accordance with Securities Act Rule 457(h).
(2) Common Stock, par value $0.01 per share. The 1996 Stock Incentive
Plan, the 1996 Incentive Stock Option Plan, the 1996 Nonqualified Stock Option
Plan and the 1996 Outside Director Stock Option Plan authorized the issuance of
a maximum of 155,000 shares in the aggregate. Of such shares, as of February 5,
1997, 75,000 shares are subject to outstanding options granted under the 1996
Incentive Stock Option Plan, 30,000 shares are subject to outstanding options
granted under the 1996 Outside Director Stock Option Plan and 5,000 shares are
subject to outstanding options granted under the under the 1996 Nonqualified
Stock Option Plan.
(3) Unissued Options under the 1996 Outside Directors Stock Option Plan
representing 45,000 shares of Common Stock which are also being registered
hereunder.
(4) Average of high and low prices for securities of the same class on
February 3, 1997 (Rule 457(c)).
(5) Shares of Common Stock which may be purchased upon exercise of
Options granted at an exercise price of $8.75 per share pursuant to the 1996
Incentive Stock Option Plan.
(6) Shares of Common Stock which may be purchased upon exercise of
Options granted at an exercise price of $8.75 per share pursuant to the 1996
Outside Director Stock Option Plan.
(7) Shares of Common Stock which may be purchased upon exercise of
Options granted at an exercise price of $9.75 per share pursuant to the 1996
Incentive Stock Option Plan.
(8) Shares of Common Stock which may be purchased upon exercise of
Options granted at an exercise price of $9.75 per share pursuant to the 1996
Nonqualified Stock Option Plan.
<PAGE> 3
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information
Not required to be filed with this Registration Statement.
Item 2. Registrant Information and Employee Plan Annual Information
Not required to be filed with this Registration Statement.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Company with the Commission are
specifically incorporated herein by reference:
1. The Company's Prospectus relating to the initial public
offering of Common Stock dated November 14, 1996, and filed with the Commission
pursuant to Rule 424(b) under the Securities Act.
2. The Company's Quarterly Report on Form 10-Q for the quarter
ended September 30, 1996.
3. The description of the Company's Common Stock, par value $0.01
is incorporated by reference to the Company's report on Form 8A, dated October
21, 1996.
All documents subsequently filed by MLC pursuant to Sections 13(a),
13(c), 14 or 15(d) of the Exchange Act subsequent to the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all of the Shares then remaining unsold shall be deemed incorporated by
reference into this Registration Statement. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any other subsequently
filed document which also is or is deemed to be incorporated by reference
herein modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
- ---------------------
<PAGE> 4
Item 4. Description of Securities.
See Item 3 above.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article Ninth of the Certificate of Incorporation of the Registrant
provides:
"No person shall be personally liable to the Corporation or its
stockholders for monetary damages for breach of fiduciary duty as a director,
provided, however, that the foregoing shall not eliminate or limit the
liability of a director (i) for any breach of the director's duty of loyalty to
the Corporation or its stockholders, (ii) for acts or omissions not in good
faith or which involve intentional misconduct or a knowing violation of law,
(iii) under Section 174 of the Delaware General Corporation Law, or (iv) for
any transaction from which the director derived an improper personal benefit."
Article Tenth of the Certificate of Incorporation of the Registrant
provides:
"The Corporation shall indemnify, in the manner and to the fullest
extent permitted by the Delaware General Corporation Law (and in the case of
any amendment thereto, to the extent that such amendment permits the
Corporation to provide broader indemnification rights than permitted prior
thereto), any person (or the estate of any person) who is or was a party to, or
is threatened to be made a party to, any threatened, pending or completed
action, suit or proceeding, whether or not by or in the right of the
Corporation, and whether civil, criminal, administrative, investigative or
otherwise, by reason of the fact that such person 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 including service with respect to an
employee benefit plan. The Corporation may, to the fullest extent permitted by
the Delaware General Corporation Law, purchase and maintain insurance on behalf
of any such person against any liability which may be asserted against such
person. To the fullest extent permitted by the Delaware General Corporation
Law, the indemnification provided herein may include expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement
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<PAGE> 5
and any such expenses may be paid by the Corporation in advance of the final
disposition of such action, suit or proceeding upon receipt of an undertaking
by or on behalf of the person seeking indemnification to repay such amounts if
it is ultimately determined that he or she is not entitled to be indemnified.
The indemnification provided herein shall not be deemed to limit the right of
the Corporation to indemnify any other person for any such expenses to the
fullest extent permitted by the Delaware General Corporation Law, nor shall it
be deemed exclusive of any other rights to which any person seeking
indemnification from the Corporation may be entitled under any agreement, the
Corporation's Bylaws, vote of stockholders or disinterested directors, or
otherwise, both as to action in such person's official capacity and as to
action in another capacity while holding such office. The Corporation may, but
only to the extent that the Board of Directors may (but shall not be obligated
to) authorize from time to time, grant rights to indemnification and to the
advancement of expenses to any employee or agent of the Corporation to the
fullest extent of the provisions of this Article Tenth as they apply to the
indemnification and advancement of expenses of directors and officers of the
Corporation."
Section 145 of the Delaware General Corporation Law empowers the
Registrant to indemnify its officers and directors under certain circumstances.
The pertinent provisions of that statute read as follows:
"(a) A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or is or was serving at the request 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 by him in connection with such action, suit or
proceeding if he acted in good faith and in a manner he reasonably believed to
be in or not opposed to the best interests of the corporation, and, with
respect to any criminal action or proceeding, had no reasonable cause to
believe his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a plea of nolo
contendere or its equivalent, shall not, of itself, create a presumption that
the person did not act in good faith and in a manner which he reasonably
believed to be in or not opposed to the best interests of the corporation, and,
with respect to any criminal action or proceeding, had reasonable cause to
believe that his conduct was unlawful.
(b) A corporation may indemnify any person who was or is a party
or is threatened to be a party to any threatened, pending or
3
<PAGE> 6
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or 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 the corporation and except that no indemnification shall
be made in respect of any claim, issue or matter as to which 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 such action or suit was
brought shall determine upon application that, despite the adjudication of
liability but in view of all the circumstances of the case, such person is
fairly and reasonably entitled to indemnity for such expenses which the Court
of Chancery or such other court shall deem proper.
(c) To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in defense of any
action, suit or proceeding referred to in subsections (a) and (b) of this
section, or in defense of any claim, issue or matter therein, he shall be
indemnified against expenses (including attorneys' fees) actually and
reasonably incurred by him in connection therewith.
(d) Any indemnification under subsections (a) and (b) of this
section (unless ordered by a court) shall be made by the corporation only as
authorized in the specific case upon a determination that indemnification of
the director, officer, employee or agent is proper in the circumstances because
he has met the applicable standard of conduct set forth in subsections (a) and
(b) of this section. Such determination shall be made (1) by a majority vote
of the directors who are not parties to such action, suit or proceeding, even
though less than a quorum, or (2) if there are no such directors, or if such
directors so direct, by independent legal counsel in a written opinion, or (3)
by the stockholders.
(e) Expenses (including attorneys' fees) incurred by an officer or
director in defending any civil, criminal, administrative or investigative
action, suit or proceeding may be paid by the corporation in advance of the
final deposition of such action, suit or proceeding upon receipt of an
undertaking by or on behalf of such director or officer to repay such amount if
it shall ultimately be determined that he is not entitled to be indemnified by
the corporation as authorized in this section. Such expenses (including
attorneys' fees) incurred by other employees and agents may be so paid upon
such terms and conditions, if any, as the board of directors deems appropriate.
4
<PAGE> 7
(f) The indemnification and advancement of expenses provided by,
or granted pursuant to, the other subsections of this section shall not be
deemed exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled under any bylaw, agreement, vote of
stockholders or disinterested directors or otherwise, both as to action in his
official capacity and as to action in another capacity while holding such
office,
(g) A corporation shall have power to purchase and maintain
insurance on behalf of any person who is or was a director, officer, employee
or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out
of his status as such, whether or not the corporation would have the power to
indemnify him against such liability under this section.
(h) For purposes of this section, references to "the corporation"
shall include, in addition to the resulting corporation, any constituent
corporation (including any constituent of a constituent) absorbed in a
consolidation or merger which, if its separate existence had continued, would
have had power and authority to indemnify its directors, officers, and
employees or agents, so that any person who is or was a director, officer,
employer or agent of such constituent corporation, or is or was serving at the
request of such constituent corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, shall stand in the same position under this section with respect to
the resulting or surviving corporation as he would have with respect to such
constituent corporation if its separate existence had continued.
(i) For purposes of this section, references to "other
enterprises" shall include employee benefit plans; references to "fines" shall
include any excise taxes assessed on a person with respect to any employee
benefit plan; and references to "serving at the request of the corporation"
shall include any service as a director, officer, employee or agent of the
corporation which imposes duties on, or involves services by, such director,
officer, employee or agent with respect to an employee benefit plan, its
participants or beneficiaries; and a person who acted in good faith and in a
manner he reasonably believed to be in the interest of the participants and
beneficiaries of an employee benefit plan shall be deemed to have acted in a
manner "not opposed to the best interests of the corporation" as referred to in
this section.
(j) The indemnification and advancement of expenses provided by, or
granted pursuant to, this section shall, unless otherwise provided when
authorized or ratified, continue as a person who has ceased to be a director,
officer, employee or agent and shall inure
5
<PAGE> 8
to the benefit of the heirs, executors and administrators of such a person.
(k) The Court of Chancery is hereby vested with exclusive
jurisdiction to hear and determine all actions for advancement of expenses or
indemnification brought under this section or under any bylaw, agreement, vote
of stockholders or disinterested directors, or otherwise. The Court of
Chancery may summarily determine a corporation's obligation to advance expenses
(including attorneys' fees)."
The Registrant has purchased a directors' and officers' liability
insurance contract which provides, within stated limits, reimbursement either
to a director or officer whose actions in his capacity result in liability, or
to the Registrant, in the event it has indemnified the director or officer.
Insofar as indemnification for liabilities arising under the Act may
be permitted to directors, officers and controlling persons of the Registrant
pursuant to the provisions referenced in Item 12 of this Registration Statement
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 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 hereunder, 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.
Item 7. Exemption from Registration Claimed.
Not Applicable.
6
<PAGE> 9
Item 8. Exhibits.
Exhibit No. Item
4.1 1996 Stock Incentive Plan (incorporated by reference to
Exhibit 10.1 to the Company's Registration Statement on Form
S-1, as amended, which was declared effective by the
Commission on November 8, 1996 (No. 333-11737)).
4.2 1996 Incentive Stock Option Plan (incorporated by reference to
Exhibit 10.4 to the Company's Registration Statement on Form
S-1, as amended, which was declared effective by the
Commission on November 8, 1996 (No. 333-11737)).
4.3 1996 Nonqualified Stock Option Plan (incorporated by reference
to Exhibit 10.3 to the Company's Registration Statement on
Form S-1, as amended, which was declared effective by the
Commission on November 8, 1996 (No. 333-11737)).
4.4 1996 Outside Director Stock Option Plan (incorporated by
reference to Exhibit 10.2 to the Company's Registration
Statement on Form S-1, as amended, which was declared
effective by the Commission on November 8, 1996 (No.
333-11737)).
5.1 Opinion and consent of Hazel & Thomas, P.C.
23.1 Consent of Hazel & Thomas, P.C. (contained in their opinion
filed as Exhibit 5.1)
23.2 Consent of Deloite & Touche LLP
24.1 Power of Attorney of Terrence O'Donnell, Director
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:
(a) to include any prospective required by Section 10(a)(3) of
the 1933 Act;
7
<PAGE> 10
(b) 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;
(c) 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 1(a) and 1(b) 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 Company pursuant to
Section 13 or Section 15(d) of the 1934 Act 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.
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 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 that 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 or persons
controlling the Company, the Company has been informed that in the opinion of
the Commission such indemnification is against public policy as expressed in
the Securities Act of 1933 and is therefore unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Company of expenses incurred or paid by a director, officer or controlling
person of the Company 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
8
<PAGE> 11
registered, the Company 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 Securities Act and will be governed by the final
adjudication of such issue.
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 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 County of Fairfax, Commonwealth of Virginia, on this
6th day of February, 1997.
MLC HOLDINGS, INC.
By: /s/ PHILLIP G. NORTON
-------------------------
Phillip G. Norton,
Chairman
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the date indicated.
<TABLE>
<CAPTION>
Signature Capacity Date
<S> <C> <C>
/s/ PHILIP G. NORTON Chairman of the Board February 6, 1997
- ------------------------- Executive Officer and
Philip G. Norton President (Principal
Executive Officer)**
/s/ BRUCE M. BOWEN Director, Chief Financial February 6, 1997
- ------------------------- Officer and Executive
Bruce M. Bowen Vice President
(Principal Financial
Officer)**
/s/ BARBARA J. SIMMONDS Controller February 6, 1997
- ------------------------- (Vice President and
Barbara J. Simmonds Principal Accounting
Officer)
</TABLE>
9
<PAGE> 12
<TABLE>
<S> <C> <C>
* Director** February 6, 1997
- --------------------------
Terrence O'Donnell*
</TABLE>
*Phillip G. Norton, by signing his name hereto, does sign this document on
behalf of the persons indicated above for whom he is attorney-in-fact pursuant
to a power of attorney duly executed by such person and filed with the
Securities and Exchange Commission.
By: /s/ PHILLIP G. NORTON
-------------------------
Phillip G. Norton,
Attorney-in-Fact
** The noted signatories constitute a majority of the Board of Directors of the
Registrant.
10
<PAGE> 13
EXHIBIT INDEX
<TABLE>
<CAPTION>
Sequentially
Exhibit No. Description of Exhibit Numbered Page
- ----------- ---------------------- -------------
<S> <C>
4.1 1996 Stock Incentive Plan
(incorporated by reference
to Exhibit 10.1 to the
Company's Registration
Statement on Form S-1,
as amended, which was
declared effective by the
Commission on November 8,
1996 (No. 333-11737))
4.2 1996 Incentive Stock Option
Plan (incorporated by reference
to Exhibit 10.4 to the
Company's Registration
Statement on Form S-1, as
amended, which was declared
effective by the Commission on
November 8, 1996 (No. 333-11737))
4.3 1996 Nonqualified Stock Option
Plan (incorporated by reference
to Exhibit 10.3 to the
Company's Registration Statement
on Form S-1, as amended,
which was declared effective by
the Commission on November 8,
1996 (No. 333-11737))
4.4 1996 Outside Director Stock
Option Plan (incorporated by
reference to Exhibit 10.2
to the Company's Registration
Statement on Form S-1, as
amended, which was declared
effective by the Commission on
November 8, 1996 (No. 333-11737))
5.1 Opinion and consent of Hazel &
Thomas, P.C.
23.1 Consent of Hazel & Thomas, P.C.
(contained in their opinion
filed as Exhibit 5.1)
23.2 Consent of Deloite & Touche LLP
</TABLE>
11
<PAGE> 14
<TABLE>
<S> <C>
24.1 Power of Attorney of Terrence
O'Donnell, Director
</TABLE>
12
<PAGE> 1
EXHIBIT 5.1
[LETTERHEAD OF HAZEL & THOMAS, P.C.]
February 6, 1996
MLC Holdings, Inc.
11150 Sunset Hills Road
Suite 110
Reston, Virginia 20910-5321
Re: Form S-8 Registration Statement
Ladies and Gentlemen:
We have acted as counsel for MLC Holdings, Inc., a Delaware
corporation (the "Company"), in connection with a Registration Statement on
Form S-8 which is being filed by the Company under the Securities Act of 1933,
as amended (the "Registration Statement"). The Registration Statement
registers 155,000 shares of the Common Stock of the Company, par value $0.01
per share, (the "Shares") issued or issuable pursuant to the exercise of
155,000 stock options authorized under the 1996 Stock Incentive Plan, the 1996
Incentive Stock Option Plan, the 1996 Nonqualified Stock Option Plan and the
1996 Outside Director Stock Option Plan (collectively, the "Plans").
We are familiar with the corporate actions to be taken by the Company
in connection with the authorization, issuance and sale of the Shares and have
made such other legal and factual inquiries as we deem necessary for the
purpose of rendering this opinion.
Based upon the foregoing and in reliance thereon, we are of the
opinion that the Shares issued and issuable pursuant to the Plans have been
duly and validly authorized and, upon past or future issuance or delivery
thereof as contemplated in the Registration Statement, were and will be legally
issued, fully paid and nonassessable.
We are admitted to practice in Virginia. We are not admitted to practice
in Delaware. However, we are generally familiar with the Delaware General
Corporation Law and have made such review thereof as we consider necessary for
the purpose of rendering this opinion. Subject to the foregoing, this opinion
is limited to Delaware, Virginia and federal law.
<PAGE> 2
MLC Holdings, Inc.
February 6, 1997
Page 2
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to our firm and to our opinion in
the Prospectus which is a part of the Registration Statement.
Very truly yours,
HAZEL & THOMAS, P.C.
<PAGE> 1
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement
of MLC Holdings, Inc. on Form S-8 of our report dated September 1, 1996,
appearing in the Prospectus included in the Registration Statement
No. 333-11737 of MLC Holdings, Inc. on Form S-1, as amended as of November 14,
1996.
/s/ DELOITTE & TOUCHE LLP
- -------------------------------
Deloitte & Touche LLP
Washington, D.C.
February 6, 1997
<PAGE> 1
EXHIBIT 24.1
MLC HOLDINGS, INC.
Power of Attorney
Form S-8 Registration Statement
KNOWN BY ALL THESE PRESENTS, that the undersigned directors and
officers of MLC Holdings, Inc., a Delaware corporation, constitute and appoint
Phillip G. Norton and Bruce M. Bowen, and either of them, their true and lawful
agents and attorneys-in-fact of the undersigned with full power and authority
in said agents and attorneys-in-fact, and in any one or more of them, to sign
for the undersigned in their respective names as directors and officers of MLC
Holdings, Inc., the Form S-8 Registration Statement and all amendments or
supplements thereto relating to the issuance of 155,000 shares of Common Stock
to be filed with the Securities and Exchange Commission under the Securities
Act of 1933. We hereby confirm all acts taken by such agents and
attorneys-in-fact, or any one or more of them, as herein authorized.
Dated: February 5, 1997
/s/ TERRENCE O'DONNELL
------------------------
TERRENCE O'DONNELL
