<PAGE>
As filed with the Securities and Exchange Commission
on July 28, 1999
Registration No.
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PC CONNECTION, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 02-0497006
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
ROUTE 101A, 730 MILFORD ROAD, MILFORD, NEW HAMPSHIRE 03054
(Address of Principal Executive Offices) (Zip Code)
1997 STOCK INCENTIVE PLAN, AS AMENDED AND RESTATED
(Full title of the plan)
PATRICIA GALLUP
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PC CONNECTION, INC.
ROUTE 101A
730 MILFORD ROAD
MILFORD, NEW HAMPSHIRE 03054
(Name and address of agent for service)
(603) 423-2000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
==================================================================================================
CALCULATION OF REGISTRATION FEE
==================================================================================================
PROPOSED
PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES AMOUNT TO BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- --------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 800,000 $13.60(1) $10,880,000(1) $3,025
$0.01 par value
==================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
Nasdaq National Market on July 27, 1999 in accordance with Rules 457(c) and
457(h) of the Securities Act of 1933.
==================================================================================================
</TABLE>
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's 1997 Stock Incentive Plan, as amended
and restated pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement of Incorporation by Reference
Except for Item 3 and Item 6, this Registration Statement on Form S-8
incorporates by reference the contents of the Registration Statement on
Form S-8, File No. 333-50847, filed by the Registrant on April 23, 1998,
relating to the Registrant's 1997 Stock Incentive Plan, as amended.
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which are filed with the Securities and Exchange
Commission (the "Commission"), are incorporated in this Registration Statement
by reference:
(1) The Registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the "Exchange
Act"), or the latest prospectus filed pursuant to Rule 424(b) under the
Securities Act that contains audited financial statements for the Registrant's
latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report or
the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $0.01 par value
per share (the "Common Stock"), contained in the Registration Statement on Form
8-A filed under the Exchange Act, 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 Exchange Act, prior to the filing of a
post-effective amendment which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents. 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.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law, as amended, provides
that 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 the corporation as a
director, officer, employee or agent 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.
Section 145 further provides that a corporation similarly 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 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 another corporation,
partnership, joint venture, trust or other enterprise, against expenses
(including attorney's 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, 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
Delaware Court of Chancery or the court in which such action or suit was brought
shall determine upon application that, despite an 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.
Article SEVENTH of the Registrant's Amended and Restated Certificate of
Incorporation (the "Certificate") provides that, except to the extent that the
General Corporation Law of Delaware prohibits the elimination or limitation of
liability of directors for breaches of fiduciary duty, no director of the
Registrant shall be personally liable to the Registrant of its stockholders for
monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability.
Article EIGHTH of the Certificate provides that the Registrant shall
indemnify each 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 Registrant), by reason of his or her position (an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Article EIGHTH of the Certificate provides that the Registrant shall
indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Registrant to procure a judgment in its favor by reason of Indemnitee's
position or by reason of any action alleged to have been taken or omitted in
such capacity, against all expenses and, to the extent permitted by law amounts
paid in settlement actually and reasonably incurred by him or her on his or her
behalf in connection with such action, suit or proceeding, and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant.
As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers and for which they are not indemnified
by the Registrant.
2
<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 Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Milford, New Hampshire, on the 28th day of July,
1999.
PC CONNECTION, INC.
By /s/Patricia Gallup
---------------------------------
Patricia Gallup
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup and Wayne L. Wilson, 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-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable PC
Connection, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the date indicated.
3
<PAGE>
<TABLE>
<CAPTION>
Signature Title Date
- --------------------- ----------------------------- --------------
<S> <C> <C>
/s/Patricia Gallup Chairman of the Board and July 28, 1999
- --------------------- Chief Executive Officer
Patricia Gallup (principal executive officer)
/s/Mark Gavin Chief Financial Officer July 28, 1999
- --------------------- (principal financial and
Mark Gavin accounting officer)
/s/David Hall Vice Chairman of the Board July 28, 1999
- ---------------------
David Hall
/s/David Beffa-Negrini Director July 28, 1999
- ---------------------
David Beffa-Negrini
/s/Martin C. Murrer Director July 16, 1999
- ---------------------
Martin C. Murrer
/s/Peter J. Baxter Director July 14, 1999
- ---------------------
Peter J. Baxter
</TABLE>
4
<PAGE>
EXHIBIT INDEX
-------------
Exhibit
Number Description
- ------- -----------
4.1(1) Amended and Restated Certificate of Incorporation of the Registrant
4.2(2) By-Laws of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included in the signature page of this Registration
Statement)
- -----------------------
(1) Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-41171).
(2) Incorporated herein by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (File No. 333-41171).
5
<PAGE>
EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
July 28, 1999
PC Connection, Inc.
Route 101A
730 Milford Road
Milford, NH 03054
Re: 1997 Stock Incentive Plan, as amended and restated
--------------------------------------------------
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8
(the "Registration Statement") to be filed with the Securities and Exchange
Commission under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 800,000 shares of Common Stock, $0.01 par value per
share (the "Shares"), of PC Connection, Inc., a Delaware corporation (the
"Company"), issuable under the Company's 1997 Stock Incentive Plan, as amended
and restated (the "Plan").
We have examined the Amended and Restated Certificate of Incorporation of the
Company, and the By-Laws of the Company and originals, or copies certified to
our satisfaction, of all pertinent records of the meetings of the directors and
stockholders of the Company, the Registration Statement and such other documents
relating to the Company as we have deemed material for the purposes of this
opinion.
In our examination of the foregoing documents, we have assumed the
genuineness of all signatures, the authenticity of all documents submitted to us
as originals, the conformity to original documents of all documents submitted to
us as copies, the authenticity of the originals of such latter documents and the
legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and
sale of the Shares in accordance with the Plan, to register and qualify the
Shares for sale under all applicable state securities or "blue sky" laws.
<PAGE>
We express no opinion herein as to the laws of any state or jurisdiction
other than the Delaware General Corporation Law statute and the federal laws of
the United States of America.
Based upon and subject to the foregoing, we are of the opinion that the
Shares have been duly authorized for issuance and, when the Shares are issued
and paid for in accordance with the terms and conditions of the Plan, the Shares
will be validly issued, fully paid and nonassessable.
It is understood that this opinion is to be used only in connection with the
offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth
herein, and no opinion should be inferred as to any other matters.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to the Registration Statement in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such
consent, we do not hereby admit that we are in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission.
Very truly yours,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
<PAGE>
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PC Connection, Inc. (the "Company") on Form S-8 of our report dated February 8,
1999 on the financial statements of the Company for the year ended December 31,
1998, appearing in the Annual Report on Form 10-K of PC Connection, Inc. for the
year ended December 31, 1998.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
July 28, 1998
