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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JANUARY 5, 2001
REGISTRATION NO. 333-90259
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE
AMENDMENT
NO. 1
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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MCSi, INC.
(FORMERLY KNOWN AS "MIAMI COMPUTER SUPPLY CORPORATION")
(Exact Name of Registrant as Specified in its articles of incorporation)
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<S> <C> <C>
MARYLAND 5110 31-1001529
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
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4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
(937) 291-8282
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
MICHAEL E. PEPPEL
PRESIDENT
MCSi, INC.
4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
(937) 291-8282
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
With copies to:
JEFFREY A. KOEPPEL, ESQ.
KENNETH B. TABACH, ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
734 15TH STREET, N.W., 12TH FLOOR
WASHINGTON, D.C. 20005
(202) 347-0300
(202) 347-2172 (FAX)
SPECIAL COUNSEL TO THE REGISTRANT
Approximate date of commencement of proposed sale to public: From time to
time after this registration statement becomes effective.
If the only securities registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. / /
If any of the securities being registered on this Form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration number of the earlier effective
registration statement for the same offering. / / ____
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / / ____
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / / ____
CALCULATION OF REGISTRATION FEE
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PROPOSED
MAXIMUM PROPOSED MAXIMUM
TITLE OF EACH CLASS OF AMOUNT TO BE OFFERING PRICE PER AGGREGATE AMOUNT OF
SECURITIES TO BE REGISTERED REGISTERED SHARE OFFERING PRICE REGISTRATION FEE
<S> <C> <C> <C> <C>
Common Stock, no par value per share...... 5,000,000 shares $22.125(1) $110,625,000(1) $30,754(2)
Common Stock, no par value per share...... 483,767 shares $22.125(1) $ 10,703,344(1) $ 2,976(2)
---------------- ------------ -------
Total..................................... 5,483,767 shares $121,328,344(1) $33,730(2)
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(1) Estimated solely for the purpose of calculating the registration fee
required by Section 6(b) of the Securities Act and computed pursuant to
Rule 457(c) under the Securities Act based upon the average of the high and low
sale prices of the Common Stock on October 28, 1999, as reported on the Nasdaq
National Market.
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(2) Registration fees previously paid.
----------------------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(A) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE COMMISSION, ACTING
PURSUANT TO SAID SECTION 8(A), MAY DETERMINE.
<PAGE>
EXPLANATORY NOTE:
This amendment to the Registration Statement on Form S-3 (SEC File
No. 333-90259) (i) amends the purpose for which MCSi, Inc. (the "Registrant")
may offer and sell shares under this Form S-3 by deleting all references to an
offering of shares in connection with the acquisition of stock or assets of
other companies and substituting therefor that the registration statement
relates to the Registrant's delayed offering of up to 5,000,000 shares of its
common stock for issuance in any transaction permissible under Section 5 of the
Securities Act of 1933, as amended, and the rules and regulations thereunder,
and (ii) updates the prospectus for the offer and resale of shares of common
stock that were originally registered to be offered and sold by selling
stockholders who obtained such shares as a result of MCSi's acquisition of
Dreher Business Products Corporation ("Dreher") on December 15, 1998 and which
have not yet been sold. This amendment to the registration statement contains
two forms of prospectus: one to be used by the Registrant in connection with the
issuance from time to time by the Registrant of shares of its common stock in
offerings for cash (the "Company Prospectus") and one to be used by certain
persons who received shares of common stock in the Registrant's acquisition of
Dreher, and who wish to offer and sell such shares in transactions in which they
and any broker-dealer through whom such shares are sold may be deemed to be
Underwriters within the meaning of the Securities Act of 1933, as amended (the
"Selling Stockholders Prospectus"). The Company Prospectus and the Selling
Stockholders Prospectus will be identical in all respects except that they will
contain a different cover page and the Selling Stockholders Prospectus will
contain certain different sections. The Company Prospectus is included herein
and is followed by those sections to be used in the Selling Stockholders
Prospectus that differ from, or are in addition to, those in the Company
Prospectus. If required pursuant to Rule 424(b) of the General Rules and
Regulations under the Securities Act of 1933 copies of each of the prospectuses
in the forms in which they are used after the registration statement becomes
effective will be filed with the Securities and Exchange Commission.
<PAGE>
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
SUBJECT TO COMPLETION, DATED JANUARY 5, 2001
PROSPECTUS
5,000,000 SHARES
MCSi, INC.
COMMON STOCK
We are offering up to 5,000,000 shares of our common stock which we may sell
from time to time in one or more offerings. We will provide specific terms of
these sales in supplements to this prospectus. You should read this prospectus
and each supplement carefully before you invest. This prospectus may not be used
to offer and sell securities unless accompanied by a prospectus supplement.
The common stock currently trades on the Nasdaq National Market under the
symbol "MCSI." As of January , 2001, we had shares of common stock
issued and outstanding. On January , 2001, the last reported closing sale
price of the common stock on the Nasdaq National Market was $ per share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 3.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 2001
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TABLE OF CONTENTS
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PAGE
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About This Prospectus....................................... ii
Prospectus Summary.......................................... 1
Risk Factors................................................ 3
Use of Proceeds............................................. 5
Plan of Distribution........................................ 6
Legal Matters............................................... 7
Experts..................................................... 7
Where You Can Find More Information......................... 7
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ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed with the Securities and Exchange Commission utilizing a "shelf"
registration process. Under this shelf process, we may offer, from time to time,
shares of common stock covered by this prospectus in one or more offerings. This
prospectus provides you with a general description of the transactions in which
we may sell our common stock. Each time we sell any common stock under this
prospectus, we will provide a prospectus supplement that will contain specific
information about the terms of that offering. The prospectus supplement may also
add, update or change information contained in this prospectus. You should read
both this prospectus and any prospectus supplement together with additional
information described below under the heading "Where You Can Find More
Information."
This prospectus omits certain information contained in the registration
statement as permitted by the SEC. Statements contained in this prospectus as to
the contents of any contract or any other document referred to are not
necessarily complete. In each instance, you are referenced to the copy of the
contract or other document filed as an exhibit to the registration statement or
incorporated by reference. You may read and copy the information in the
registration statement at the locations described under the heading "Where You
Can Find More Information."
We have obtained Federal service mark registration of the names "Miami
Computer Supply Corporation--Registered Trademark," "Miami Computer Supply
International- Registered Trademark," the slogan "Computer Supplies. Right. Now.
Registered Trademark," "MCSI--Registered Trademark" and the associated company
logo. All other trademarks or registered trademarks or service marks appearing
in this prospectus or the documents incorporated by reference are trademarks or
registered trademarks or service marks of the respective companies that utilize
them.
References in this prospectus to "we," "our," "us," "MCSi," or "the company"
refer to MCSi, Inc. and its wholly-owned subsidiaries.
ii
<PAGE>
PROSPECTUS SUMMARY
THIS SUMMARY HIGHLIGHTS INFORMATION CONTAINED ELSEWHERE IN THIS PROSPECTUS.
HOWEVER, IT DOES NOT CONTAIN ALL OF THE INFORMATION THAT YOU SHOULD CONSIDER
BEFORE INVESTING IN OUR COMMON STOCK. YOU SHOULD READ THE ENTIRE PROSPECTUS
CAREFULLY, INCLUDING THE INFORMATION UNDER "RISK FACTORS" BEGINNING ON PAGE 8
BEFORE MAKING AN INVESTMENT DECISION.
THE COMPANY
We are a provider of integrated technical services and audio-visual
presentation, broadcast and computer technology products. The convergence of
audio, data, visual communications and computer network systems has created the
need for sophisticated providers of these products with the ability to design,
source, install and service complex systems. We believe that we are one of the
country's leading designers and integrators of custom configured and integrated
audio, video and data display, broadcasting, conferencing and networking
systems. These systems are designed for use in board and conference rooms,
lecture halls, theaters, command and control centers, museums, churches,
professional broadcast facilities and streaming network facilities. Our 126
offices throughout the United States and Canada allow us to provide consistent
services for projects of local, regional and national scope.
Our competitive strengths include:
- Our 690 highly skilled direct sales specialists that sell nationally known
audio-visual presentation, broadcast, professional video, computer
technology, multimedia conferencing and networking products.
- Our 450 technical service specialists that design, install and service
sophisticated systems.
- Our strong relationship with over 500 original equipment manufacturers,
including Hewlett-Packard, Sharp Electronics, NEC, InFocus, Proxima,
Lexmark, Sony, Extron and Epson.
- Our selection of more than 37,000 different products: presentation
products, including projectors and electronic whiteboards; broadcast and
pro-video products, including document cameras; and computer technology
products, including printers, computers and accessories.
- Our long-standing relationships with more than 50,000 active customers,
which include small to medium sized businesses as well as large
corporations, governments and educational institutions.
- The growing demand for complex integration projects from blue-chip
clients, such as Boeing, Hewlett-Packard, McDonald's, Microsoft and
Turner/Time-Warner.
Our principal executive offices are located at 4750 Hempstead Station Drive,
Dayton, Ohio, 45429 and our telephone number is (937) 291-8282. Our website is
located is located at WWW.MCSINET.COM; information contained on our website is
not a part of this prospectus.
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THE OFFERING
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Common stock offered......................... 5,000,000 shares
Common stock to be outstanding after the
offering(1).................................. shares
Use of Proceeds.............................. Unless otherwise indicated in the applicable
prospectus supplement, we anticipate that any
net proceeds from the sale of the common
stock that we may offer under this prospectus
and any accompanying prospectus supplement
will be used for general corporate purposes.
General corporate purposes may include
acquisitions, investments, repayment of debt,
capital expenditures, repurchase of our
capital stock and any other purposes that we
may specify in any prospectus supplement. We
may invest the net proceeds temporarily until
we use them for their stated purpose.
Nasdaq National Market symbol................ MCSI
</TABLE>
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(1) Based on shares of common stock outstanding as of January , 2001.
Excludes shares of common stock reserved for future issuance under our stock
option plans.
2
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RISK FACTORS
YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS BEFORE PURCHASING ANY OF
THE COMMON STOCK OFFERED BY THIS PROSPECTUS. YOU SHOULD ALSO CONSIDER THE OTHER
INFORMATION IN THIS PROSPECTUS AND THE INFORMATION INCORPORATED BY REFERENCE.
THE CAUTIONARY STATEMENTS BELOW AND IN THE DOCUMENTS INCORPORATED BY REFERENCE
SHOULD BE READ AS ACCOMPANYING FORWARD-LOOKING STATEMENTS INCLUDED IN THIS
PROSPECTUS AND IN THE DOCUMENTS INCORPORATED BY REFERENCE. THE RISKS DESCRIBED
IN THE STATEMENTS BELOW COULD CAUSE OUR RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN OR INDICATED BY THE FORWARD-LOOKING STATEMENTS.
SOME STATEMENTS IN THIS PROSPECTUS CONSTITUTE FORWARD-LOOKING STATEMENTS.
FORWARD-LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS, UNCERTAINTIES AND
OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE OR ACHIEVEMENTS TO
BE MATERIALLY DIFFERENT FROM ANY FUTURE RESULTS, PERFORMANCE OR ACHIEVEMENTS
EXPRESSED OR IMPLIED BY THESE FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS
INCLUDE THOSE DESCRIBED IN "RISK FACTORS." THE WORDS "BELIEVE," "ANTICIPATE,"
"EXPECT," "ESTIMATE," "INTEND" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING
STATEMENTS. SIMILARLY, STATEMENTS THAT DESCRIBE OUR FUTURE PLANS, OBJECTIVES AND
GOALS ARE ALSO FORWARD-LOOKING STATEMENTS. THE FORWARD-LOOKING STATEMENTS
INCLUDED IN THIS PROSPECTUS MAY PROVE TO BE INACCURATE. IN ADDITION, THERE MAY
BE EVENTS IN THE FUTURE THAT WE ARE NOT ACCURATELY ABLE TO PREDICT OR OVER WHICH
WE HAVE NO CONTROL. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THESE
FORWARD-LOOKING STATEMENTS, YOU SHOULD NOT CONSIDER THIS INFORMATION TO BE A
GUARANTEE BY US OR ANY OTHER PERSON THAT OUR OBJECTIVES AND PLANS WILL BE
ACHIEVED. BEFORE YOU INVEST IN THE COMMON STOCK, YOU SHOULD BE AWARE THAT THE
OCCURRENCE OF ANY OF THE EVENTS DESCRIBED IN THE RISK FACTORS SET FORTH BELOW
COULD HAVE A MATERIALLY ADVERSE EFFECT ON OUR BUSINESS, FINANCIAL CONDITION AND
RESULTS OF OPERATION. IN SUCH CASE, THE TRADING PRICE OF OUR COMMON STOCK COULD
DECLINE AND YOU COULD LOSE ALL OR PART OF YOUR INVESTMENT.
OUR FUTURE RESULTS MAY SUFFER IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR RAPID
GROWTH.
We expect to experience continued rapid growth resulting in new and
increased responsibilities for management personnel and increased demands on our
operating and financial systems and resources. To effectively manage future
growth, we must continue to expand our operational, financial and management
information systems and to train, motivate and manage our work force. There can
be no assurance that our operational, financial and management information
systems will be adequate to support our future operations. Failure to expand our
operational, financial and management information systems or to train, motivate
or manage employees could have a material adverse effect on our operating
results and financial condition.
IF WE LOSE OUR KEY PERSONNEL, OR FAIL TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL, THE SUCCESS AND GROWTH OF OUR BUSINESS MAY SUFFER.
We rely on certain key executives, including our chairman and chief
executive officer and other senior management. There can be no assurance that we
can retain our executive officers and key personnel or attract additional
qualified management in the future. The loss of services of one or more of our
key executives could disrupt and have a material adverse effect on our operating
results and financial condition.
OUR OPERATIONS AND FUTURE RESULTS ARE SUBJECT TO NUMEROUS RISKS RELATED TO
ACQUISITIONS.
We have, in the past, pursued a strategy of acquiring computer technology
product and systems integration companies. We intend to continue to make
selective acquisitions, primarily of audio, video, and data display,
broadcasting, conferencing and networking systems integrators. These
acquisitions could result in the following risks:
- We may issue additional common stock without stockholder approval to
finance acquisitions, which would dilute current stockholders and could
depress our stock price;
3
<PAGE>
- our need for additional financing to fund acquisitions may restrict our
business and make us highly leveraged;
- our future financial results may suffer if we are unable to successfully
integrate our acquisitions;
- We may be required to take a charge against income, which could be
substantial, if the "goodwill" obtained (i.e., the difference between the
price paid and the fair value of the net assets we acquired) is determined
to be impaired and required by generally accepted accounting to be written
off;
- any international acquisitions we make could subject us to currency
exchange risks, different legal requirements, political and economic risks
relating to the stability of foreign governments, difficulties in staffing
foreign operations, cultural differences and other similar risks; and
- our future results may suffer if we are unable to successfully integrate
our acquisitions.
INTENSE AND INCREASING COMPETITION IN OUR INDUSTRY MAY DECREASE OUR GROSS
MARGINS AND HARM OUR BUSINESS.
The industry in which we operate is highly competitive. We compete with
regional and local systems integrators and with major full-service office
products distributors, other national and regional computer supply distributors,
office products superstores, direct mail order companies, and, to a lesser
extent, non-specialized retailers. Certain of our competitors, such as office
products superstores and major full-service office products distributors, are
larger and have substantially greater financial and other resources and
purchasing power than we do. We believe that the industry will further
consolidate in the future and consequently become more competitive. Increased
competition may result in greater price discounting which will continue to have
a negative impact on the industry's gross margins.
WE ARE DEPENDENT ON CERTAIN KEY SUPPLIERS AND OUR BUSINESS COULD BE HARMED IF WE
LOST A KEY SUPPLIER OR A KEY SUPPLIER IMPOSED LESS FAVORABLE TERMS ON ITS
RELATIONSHIP WITH US.
Although we regularly carry products and accessories manufactured by
approximately 500 original equipment manufacturers, 37.0% of our net sales in
the nine months ended September 30, 2000 were derived from products supplied by
the our ten largest suppliers. In addition, our business is dependent upon terms
provided by our key suppliers, including pricing and related provisions, product
availability and dealer authorizations. While we consider our relationships with
our key suppliers, including Hewlett-Packard, Sharp and Lexmark to be good,
there can be no assurance that these relationships will not be terminated or
that such relationships will continue as presently in effect. In addition,
changes by one or more of such key suppliers of their policies regarding
distributors or volume discount schedules or other marketing programs applicable
to us may have a material adverse effect on our business. Certain distribution
agreements require us to make minimum annual purchases.
IF OUR MANAGEMENT INFORMATION SYSTEMS ARE DISRUPTED OR DO NOT WORK AS
ANTICIPATED, OUR FUTURE RESULTS MAY BE ADVERSELY AFFECTED.
Our operations depend, to a large extent, on our management information
systems. Modifications to our computer systems and applications software will be
necessary as we grow and respond to customer needs, technological developments,
electronic commerce requirements and other factors. We are constantly upgrading
and implementing our internal accounting and inventory control and distribution
software programs. The modifications may:
- cause disruptions in our operations;
- delay the schedule for integrating newly acquired companies; or
- cost more to design, implement or operate than currently budgeted.
4
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Any of these disruptions, delays or costs could have a material adverse effect
on our operating results and financial condition.
We do not currently have redundant computer systems or redundant dedicated
communication lines linking our computers to our warehouses. The failure of our
computer or communication systems could have a material adverse effect on our
operating results and financial condition.
OUR EXECUTIVE OFFICERS AND DIRECTORS AND THEIR AFFILIATES OWN A LARGE PERCENTAGE
OF OUR COMMON STOCK AND HAVE THE ABILITY TO MAKE DECISIONS THAT COULD ADVERSELY
AFFECT OUR STOCK PRICE.
Our directors and executive officers and officers of our subsidiaries
currently beneficially own 1,637,334 shares of common stock representing
approximately 12.8% of the outstanding shares of common stock. Consequently,
management is in a position to exert significant influence over material matters
relating to our business, including decisions regarding:
- the election of our board of directors;
- the acquisition or disposition of assets (in the ordinary course of our
business or otherwise);
- future issuances of common stock or other securities; and
- the declaration and payment of dividends on the common stock.
Management also may be able to delay, make more difficult or prevent us from
engaging in a business combination.
WE DO NOT EXPECT TO PAY ANY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.
We have not paid a cash dividend on our common stock since our initial
public offering and currently expect to retain our future earnings, if any, for
use in the operation and expansion of our business. We do not anticipate paying
any cash dividends in the foreseeable future. In addition, our credit facility
prohibits the payment of cash dividends.
OUR ARTICLES OF INCORPORATION AND BYLAWS, AS WELL AS MARYLAND LAW, CONTAIN
PROVISIONS THAT COULD DISCOURAGE A TAKEOVER EVEN IF BENEFICIAL TO STOCKHOLDERS.
Our articles of incorporation and bylaws contain certain provisions which,
among other things:
- permit the establishment of a "staggered" board of directors;
- limit the personal liability of and provide indemnification for our
directors;
- require that stockholders comply with certain requirements to nominate a
director or submit a proposal before a meeting of stockholders;
- limit the ability of stockholders to act by written consent; and
- require a supermajority vote of stockholders if a "related person" (as
defined) attempts to engage in a business combination with us.
The Maryland General Corporation Law, which applies to us, has certain other
provisions that also may be deemed to have antitakeover effects, including
statutes that deal with control share acquisitions.
USE OF PROCEEDS
Unless otherwise indicated in the applicable prospectus supplement, we
anticipate that any net proceeds from the sale of the common stock that we may
offer under this prospectus and any accompanying prospectus supplement will be
used for general corporate purposes. General corporate purposes may include
acquisitions, investments, repayment of debt, capital expenditures, repurchase
of our capital stock and any other purposes that we may specify in any
prospectus supplement. We may invest the net proceeds temporarily until we use
them for their stated purpose.
5
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PLAN OF DISTRIBUTION
We may sell the common stock being offered pursuant to this prospectus
directly to purchasers, to or through underwriters, through dealers or agents,
or through a combination of such methods. The prospectus supplement with respect
to the Common Stock being offered will set forth the terms of the offering,
including the names of the underwriters, dealers or agents, if any, the purchase
price, the net proceeds to MCSi, any underwriting discounts and other items
constituting underwriters' compensation, and any discounts or concessions
allowed or reallowed or paid to dealers and any securities exchanges or
automated quotation systems on which such securities may be listed.
If underwriters are used in an offering, we will execute an underwriting
agreement with such underwriters and will specify the name of each underwriter
and the terms of the transaction (including any underwriting discounts and other
terms constituting compensation of the underwriters and any dealers) in a
prospectus supplement. If an underwriting syndicate is used, the managing
underwriter(s) will be specified on the cover of the prospectus supplement. If
the underwriters are used in the sale, the offered securities will be acquired
by the underwriters for their own accounts and may be resold from time to time
in one or more transactions, including negotiated transactions, at a fixed
public offering price or at varying prices determined at the time of sale. Any
public offering price and any discounts or concessions allowed or reallowed or
paid to dealers may be changed from time to time. Unless otherwise set forth in
the prospectus supplement, the obligations of the underwriters to purchase the
offered securities will be subject to conditions precedent and the underwriters
will be obligated to purchase all of the offered securities if any are
purchased.
If dealers are used in an offering, we will sell the securities to the
dealers as principals. The dealers then may resell the securities to the public
at varying prices which they determine at the time of resale. The names of the
dealers and the terms of the transaction will be specified in a prospectus
supplement.
The securities may be sold directly by us or through agents we designate. If
agents are used in an offering, the names of the agents and the terms of the
agency will be specified in a prospectus supplement. Unless otherwise indicated
in a prospectus supplement, the agents will act on a best-efforts basis for the
period of their appointment.
Dealers and agents named in a prospectus supplement may be deemed to be
underwriters (within the meaning of the Securities Act) of the securities
described therein. In addition, we may sell the securities directly to
institutional investors or others who may be deemed to be underwriters within
the meaning of the Securities Act with respect to any resales thereof.
Underwriters, dealers and agents, may be entitled to indemnification by us
against specific civil liabilities, including liabilities under the Securities
Act, or to contribution with respect to payments which the underwriters or
agents may be required to make in respect thereof, under underwriting or other
agreements. The terms of any indemnification provisions will be set forth in a
prospectus supplement. Certain underwriters, dealers or agents and their
associates may engage in transactions with, and perform services for, us in the
ordinary course of business.
If so indicated in a prospectus supplement, we will directly, or authorize
underwriters or other persons acting as our agents to, solicit offers by
institutional investors to purchase securities immediately or pursuant to
contracts providing for payment and delivery on a future date. We may enter into
contracts with commercial and savings banks, insurance companies, pension funds,
investment companies, education and charitable institutions and other
institutional investors. The obligations of any institutional investor will be
subject to the condition that its purchase of the offered securities will not be
illegal at the time of delivery. The underwriters and other agents will not be
responsible for the validity or performance of contracts.
6
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The common stock is traded on the Nasdaq National Market under the symbol
"MCSI." Any common stock sold pursuant to a prospectus supplement will be
eligible for quotation and trading on Nasdaq, subject to official notice of
issuance. Any underwriters to whom securities are sold by MCSi for public
offering and sale may make a market in the securities, but such underwriters
will not be obligated to do so and may discontinue any market making at any time
without notice. Such underwriters may also engage in transactions which could
affect the market price of the common stock, including stabilizing,
over-allotment transactions and purchases to cover syndicate short positions.
These potential transactions will be described in greater detail, if applicable,
in the prospectus supplement.
LEGAL MATTERS
The validity of the common stock offered by this prospectus will be passed
upon for us by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C. As of the
date of this prospectus, certain members of Elias, Matz, Tiernan & Herrick
L.L.P. owned approximately 306,500 shares of common stock.
EXPERTS
The consolidated financial statements of MCSi, Inc. (formerly known as Miami
Computer Supply Corporation) as of December 31, 1999 and 1998 and for each of
the three years in the period ended December 31, 1999, incorporated in this
prospectus by reference to the annual report on Form 10-K of MCSi, Inc. for the
year ended December 31, 1999, have been so incorporated in reliance on the
report of PricewaterhouseCoopers LLP, independent accountants, given on the
authority of said firm as experts in auditing and accounting.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly, special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. For further information on the
operation of the Public Reference Room, you may call the SEC at 1-800-SEC-0330.
Our SEC filings also are available to the public over the Internet at the SEC's
website at http://www.sec.gov.
The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by reference is considered to be part of this prospectus, and
information that we file later with the SEC will automatically update and
supersede this information. We incorporate by reference the following documents
that we have filed with the SEC and our future filings with the SEC under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
the offering of the common stock pursuant to this prospectus is completed:
- Annual report on Form 10-K for the fiscal year ended December 31, 1999;
- Quarterly reports on Form 10-Q for the quarters ended March 31, 2000,
June 30, 2000 and September 30, 2000;
- Current reports on Form 8-K filed with the SEC on July 25, 2000, June 30,
2000, February 18, 2000 and February 14, 2000;
- Definitive proxy materials for our annual meeting of stockholders held on
May 9, 2000, filed with the SEC on April 13, 2000;
- The description of the common stock contained in our registration
statement on Form 8-A, filed with the SEC on October 15, 1996.
7
<PAGE>
You may obtain a copy of these filings, at no cost, by writing to or calling
us at the following address:
Ira H. Stanley
Vice President and Chief Financial
Officer
MCSi, Inc.
4750 Hempstead Station Drive
Dayton, Ohio 45429
(937) 281-8282
8
<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5,000,000 SHARES
MCSi, INC. [LOGO]
COMMON STOCK
---------------------
PROSPECTUS
, 2001
------------------------
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
ALTERNATE COVER FOR SELLING STOCKHOLDER PROSPECTUS
THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. WE MAY
NOT SELL THESE SECURITIES UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN OFFER
TO SELL THESE SECURITIES AND WE ARE NOT SOLICITING OFFERS TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.
<PAGE>
Subject to Completion, Dated January 5, 2001
PROSPECTUS
69,251 SHARES
MCSi, INC.
COMMON STOCK
The selling stockholder identified in this prospectus is offering up to
69,251 shares of our common stock from time to time. We will not receive any
proceeds from this offering.
The shares of common stock may be offered by the selling stockholder in one
or more transactions on the Nasdaq National Market at prices then prevailing, at
negotiated prices or otherwise. The price at which any of the shares of common
stock may be sold, and the commissions, if any, paid in connection with any
sale, are unknown and may vary from transaction to transaction. Information
regarding the pricing and terms of any sales is located under the heading "Plan
of Distribution." We will pay certain expenses of this offering which are
estimated to be approximately $113,230.
The common stock currently trades on the Nasdaq National Market under the
symbol "MCSI." As of January , 2001, we had shares of common stock
issued and outstanding. On January , 2001, the last reported closing sale
price of the common stock on the Nasdaq National Market was $ per share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE .
------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS , 2001
<PAGE>
ALTERNATE SECTION FOR SELLING STOCKHOLDER PROSPECTUS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
--------
<S> <C>
About This Prospectus.......................................
Prospectus Summary..........................................
Risk Factors................................................
Use of Proceeds.............................................
Selling Stockholder.........................................
Plan of Distribution........................................
Legal Matters...............................................
Experts.....................................................
Where You Can Find More Information.........................
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement on Form S-3 that we
filed on behalf of the selling stockholder with the Securities and Exchange
Commission utilizing a "shelf" registration process. Under this shelf process,
the selling stockholder may, from time to time, sell his shares of common stock
offered by this prospectus in one or more offerings. Each time the selling
stockholder sells any common stock under this prospectus, he will provide to the
purchasers a prospectus supplement that will contain specific information about
the terms of that sale. The prospectus supplement may also add, update or change
information contained in this prospectus. You should read both this prospectus
and any prospectus supplement together with additional information described
below under the heading "Where You Can Find More Information." The prices at
which the shares of the common stock may be sold are described under the heading
"Plan of Distribution."
This prospectus omits certain information contained in the registration
statement as permitted by the SEC. Statements contained in this prospectus as to
the contents of any contract or any other document referred to are not
necessarily complete. In each instance, you are referenced to the copy of the
contract or other document filed as an exhibit to the registration statement.
You may read and copy the information in the registration statement at the
locations described under the heading "Where You Can Find More Information."
We have obtained Federal service mark registration of the names "Miami
Computer Supply Corporation-Registered Trademark-," "Miami Computer Supply
International-Registered Trademark-," the slogan "Computer Supplies. Right.
Now.-Registered Trademark-," "MCSI-Registered Trademark-" and the associated
Company logo. All other trademarks or registered trademarks or service marks
appearing in this prospectus or the documents incorporated by reference are
trademarks or registered trademarks or service marks of the respective companies
that utilize them.
References in this prospectus to "we," "our," "us," "MCSi," or "the Company"
refer to MCSi, Inc. and its wholly-owned subsidiaries.
<PAGE>
ALTERNATE SECTION FOR SELLING STOCKHOLDER PROSPECTUS
THE OFFERING
<TABLE>
<S> <C>
Common stock offered by selling
stockholder(1)............................... 69,251 shares
Common stock offered by us................... 0 shares
Common stock to be outstanding after the
offering(2).................................. shares
Use of proceeds.............................. The shares of common stock are offered by the
selling stockholders for their own benefit.
We will not receive any proceeds from the
offering.
Nasdaq National Market symbol................ MCSI
</TABLE>
------------------------
(1) We issued these shares to the selling stockholder in connection with our
acquisition of Dreher Business Products Corporation in December 1998. These
shares are being registered pursuant to "registration rights" granted in
connection with the acquisition.
(2) Based on shares of common stock outstanding as of , 2001.
Excludes shares of common stock reserved for future issuance under our stock
option plans.
<PAGE>
ALTERNATE SECTION FOR THE SELLING STOCKHOLDER PROSPECTUS
SELLING STOCKHOLDER
The 69,251 shares of common stock offered by this prospectus represent
shares issued to the selling stockholder by us in connection with our
acquisition of Dreher Business Products Corporation in December 1998. We are
registering these shares on behalf of the selling stockholder to fulfill
"registration rights" given to him in connection with that acquisition.
Mr. Trebilcock is our Vice President--Chief Development Officer. The following
table sets forth the aggregate number of shares of common stock beneficially
owned and to be offered by the selling stockholder. See "Plan of Distribution."
<TABLE>
<CAPTION>
SHARES BENEFICIALLY SHARES BENEFICIALLY
OWNED PRIOR TO OWNED
OFFERING(2) NUMBER OF AFTER OFFERING
------------------- SHARES BEING -------------------
NAME OF SELLING STOCKHOLDER(1) NUMBER PERCENT OFFERED NUMBER PERCENT
------------------------------ -------- -------- ------------ -------- --------
<S> <C> <C> <C> <C> <C>
The Michael D. Trebilcock Business Trust(3)... 133,251 * 69,251 64,000** *
</TABLE>
------------------------
(*) Less than 1% of the issued and outstanding shares of common stock as of
January 5, 2001.
(**) The selling stockholder may sell some, all or none of its shares offered
by this prospectus.
(1) On November 13, 1999, we registered for sale 483,767 shares of common
stock on behalf of four selling stockholders. As of the date of this
prospectus, all of the selling stockholders except the one listed in the
table above have sold all of their shares. This prospectus updates the
previously filed prospectus with respect to the remaining selling
stockholder.
(2) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under Rule 13d-3, beneficial ownership includes any shares
which the selling stockholder has sole or shared voting power or
investment power and also any shares which the selling stockholder has the
right to acquire within 60 days of the date of this prospectus through the
exercise of any stock option or other right. The number and percentage of
shares beneficially owned does not include shares of common stock reserved
for issuance under our employee stock option and non-employee director
stock option plans.
(3) Michael D. Trebilcock is the trustee and sole beneficiary of The Michael
D. Trebilcock Business Trust. Mr. Trebilcock is our Vice President-Chief
Development Officer. Includes shares owned beneficially by Mr. Trebilcock
personally as well as stock options owned by him which are excisable
within 60 days of January 5, 2001.
<PAGE>
ALTERNATE SECTION FOR THE SELLING STOCKHOLDER PROSPECTUS
PLAN OF DISTRIBUTION
We have been advised by the selling stockholder that he intends to sell all
or a portion of the shares offered by this prospectus from time to time on the
Nasdaq National Market, or otherwise, and that sales will be made at prices and
terms then prevailing or prices related to the then current market price or at
negotiated prices. The selling stockholder also may make private sales directly
or through a broker or brokers, who may act as agent or as principal. As used in
this section, "selling stockholder" includes donees and pledgees selling shares
of the common stock offered by this prospectus received from the named selling
shareholder after the date of this prospectus. We will not receive any proceeds
from any sales of shares by the selling stockholder. The shares of common stock
offered by this prospectus may be sold by one or more of the following means of
distribution:
- a block trade in which the broker-dealer so engaged will attempt to sell
shares of common stock as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;
- purchases by a broker-dealer as principal and resale by the broker-dealer
for its own account pursuant to this prospectus;
- an over-the-counter distribution in accordance with the rules of the
Nasdaq National Market;
- ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and
- in privately negotiated transactions.
Upon our notification by the selling stockholder that any material
arrangement has been entered into with a broker or dealer for the sale of shares
through a secondary distribution, or a purchase by a broker or dealer, a
supplemented prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act of 1933, disclosing:
- the name of each broker-dealer(s);
- the number of shares involved;
- the price at which the shares were sold;
- the commissions paid or discounts or concessions allowed to the
broker-dealer(s), where applicable;
- that the broker-dealer(s) did not conduct any investigation to verify the
information set out or incorporated by reference in this prospectus, as
supplemented; and
- other facts material to the transaction.
We have:
- advised the selling stockholder that Regulation M under the Securities
Exchange Act of 1934 may apply to his sales and his affiliates' sales in
the market;
- furnished the selling stockholder with a copy of this regulation; and
- informed him of the need for delivery of copies of this prospectus at or
prior to the time of any sale of shares of common stock offered by this
prospectus.
The selling stockholder may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933. Any commissions
paid or any discounts or concessions allowed to any such broker-dealers, and any
profits received on the resale of such shares, may be deemed to be underwriting
discounts and commissions under the Securities Act of 1933 if the broker-dealers
purchase shares as principal.
<PAGE>
Any securities covered by this prospectus that qualify for sale pursuant to
Rule 144 or Rule 145 under the Securities Act of 1933 may be sold under such
rule rather than pursuant to this Prospectus.
There is no assurance that the selling stockholder will sell any or all of
the shares of common stock offered by this prospectus.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except the
Securities and Exchange Commission filing fee are estimates.
<TABLE>
<S> <C>
SEC filing fees............................................. $ 33,730
Nasdaq fees................................................. $ 17,500
Printing, postage and mailing............................... $ 5,000
Legal fees and expenses..................................... $ 27,000
Blue Sky fees and expenses.................................. $ 5,000
Accounting fees and expenses................................ $ 20,000
Miscellaneous fees and expenses............................. $ 5,000
--------
Total................................................... $113,230
========
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
The Corporation's Articles of Incorporation provide that the Corporation
shall indemnify and advance expenses to its currently acting and its former
directors to the fullest extent permitted by the Maryland General Corporation
Law, and that the Corporation may indemnify and advance expenses to its officers
to the same extent as its directors and to such further extent as is consistent
with law. The Maryland General Corporation Law provides that a corporation may
indemnify any director made a party to any proceeding by reason of service in
that capacity unless it is established that: (1) the act or omission of the
director was material to the matter giving rise to the proceeding and (a) was
committed in bad faith or (b) was the result of active and deliberate
dishonesty, or (2) the director actually received an improper personal benefit
in money, property or services, or (3) in the case of any criminal proceeding,
the director had reasonable cause to believe that the act or omission was
unlawful. The statute permits Maryland corporations to indemnify its officers,
employees or agents to the same extent as its directors and to such further
extent as is consistent with law. The Corporation's Articles of Incorporation
also provides that, to the fullest extent limitations on the liability of
directors and officers are permitted by the Maryland General Corporation Law, no
director or officer of the Corporation shall have any liability to the
Corporation or its stockholders for monetary damages. The Maryland General
Corporation Law provides that a corporation's articles of incorporation may
include a provision which restricts or limits the liability of its directors or
officers to the corporation or its stockholders for money damages except:
(1) to the extent that it is proved that the person actually received an
improper benefit or profit in money, property or services, for the amount of the
benefit or profit in money, property or services actually received, or (2) to
the extent that a judgment or other final adjudication adverse to the person is
entered in a proceeding based on a finding in the proceeding that the person's
action, or failure to act, was the result of active and deliberate dishonesty
and was material to the cause of action adjudicated in the proceeding. In
situations to which the Articles of Incorporation provision applies, the
remedies available to the Corporation or a stockholder are limited to equitable
remedies such as injunction or rescission. This provision would not, in the
opinion of the SEC, eliminate or limit the liability of directors and officers
under the federal securities laws.
II-1
<PAGE>
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
The exhibits and financial statement schedules are filed as a part of this
Registration Statement are as follows:
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION OF EXHIBIT
--------------------- ----------------------
<C> <S>
4.0 Form of Stock Certificate of MCSi, Inc.
5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re:
legality (1)
23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P. (2)
23.2 Consent of PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included in Signature Page of this
Registration Statement).
27.0 Financial Data Schedule. (3)
</TABLE>
------------------------
(1) Previously filed.
(2) Incorporated by reference to Exhibit No. 5.0.
(3) Incorporated by reference from MCSi, Inc.'s Quarterly Report on Form 10-Q
for the nine months ended September 30, 2000, filed with the SEC on
November 14, 2000.
All financial statement schedules have been omitted as not applicable or not
required under the rules of Regulation S-X.
ITEM 17. UNDERTAKINGS.
The undersigned Registrant hereby undertakes:
(a) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
<TABLE>
<S> <C>
(i) To include any prospectus required by Section 10(a)(3) of
the Securities Act,
</TABLE>
<TABLE>
<S> <C>
(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 SEC pursuant to
Rule 424(b) if, in the aggregate, the changes in volume and
price represent no more than a 20 percent change in the
maximum aggregate offering price set forth in the
"Calculation of Registration Fee" table in the effective
registration statement,
</TABLE>
<TABLE>
<S> <C>
(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 clauses
(i) and (ii) do not apply if the information required to be
included in a post-effective amendment by such clauses is
contained in periodic reports filed with or furnished to the
SEC by the Registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that are incorporated by reference in the
Registration Statement.
</TABLE>
(b) For purposes of determining any liability under the Securities Act of 1933,
the information omitted from the form of prospectus filed as part of this
registration statement in reliance upon Rule 430A and contained in a form of
prospectus filed by the registrant pursuant to Rule 424(b) (1) or (4) or
II-2
<PAGE>
497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(c) That, for the purpose of determining any liability under the Securities Act,
each post-effective amendment and each post-effective amendment that
contains a form of prospectus 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; and
(d) That, for purposes of determining any liability under the Securities Act,
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;
(e) 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 Securities Act and will be governed by the
final adjudication of such issue.
(f) 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.
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 of the
requirements for filing on From S-3 and has duly caused this Form S-3
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dayton, Ohio on January 5, 2001.
<TABLE>
<S> <C> <C>
MCSi, INC.
By: /s/ MICHAEL E. PEPPEL
----------------------------------------
Michael E. Peppel, Chairman of the Board,
President and Chief Executive Officer
Officer
</TABLE>
POWER OF ATTORNEY
We, the undersigned officers and directors of MCSi, Inc., hereby severally
constitute and appoint Michael E. Peppel and Ira H. Stanley, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-3 filed herewith and any pre-effective and
post-effective amendments to said Registration Statement, and generally to do
all such things in our names and on our behalf in our capacities as officers and
directors to enable MCSi, Inc. to comply with the provisions of the Securities
Act of 1933 and all requirements of the Securities and Exchange Commission,
hereby ratifying and confirming our signatures as they may be signed by our said
attorneys, or any of them, to said Registration Statement and any amendments
thereto.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities indicated.
<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<C> <S> <C>
/s/ MICHAEL E. PEPPEL Chairman of the Board, President and January 5, 2001
------------------------------------ Chief Executive Officer (principal
Michael E. Peppel executive officer)
/s/ ROBERT G. HECHT Director and Vice Chairman of the January 5, 2001
------------------------------------ Board
Robert G. Hecht*
/s/ HARRY F. RADCLIFFE Director and Treasurer January 5, 2001
------------------------------------
Harry F. Radcliffe*
/s/ RICHARD L. POSEN Director January 5, 2001
------------------------------------
Richard L. Posen*
/s/ IRA H. STANLEY Director, Vice President and Chief January 5, 2001
------------------------------------ Financial Officer (principal
Ira H. Stanley* financial and accounting officer)
</TABLE>
------------------------
* By Michael E. Peppel as Attorney-in-Fact.
II-4
