PC CONNECTION INC
8-K, 2000-01-03
CATALOG & MAIL-ORDER HOUSES
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<PAGE>

                      SECURITIES AND EXCHANGE COMMISSION

                            WASHINGTON, D.C. 20549

                                   FORM 8-K

                                CURRENT REPORT

                    Pursuant to Section 13 or 15(d) of the
                        Securities Exchange Act of 1934


Date of Report (Date of Earliest Event Reported):      January 1, 2000
                                                  -----------------------


                              PC CONNECTION, INC.
       ------------------------------------------------------------------
            (Exact Name of Registrant as Specified in its Charter)


                                   Delaware
       ------------------------------------------------------------------
                (State or Other Jurisdiction of Incorporation)

       0-23827                                         02-0497006
- -------------------------                ---------------------------------
(Commission File Number)                 (IRS Employer Identification No.)


Route 101 A, 730 Milford Road, Merrimack, New Hampshire               03054
- ------------------------------------------------------------------------------
 (Address of Principal Executive Offices)                           (Zip Code)


                                (603) 423-2000
       ------------------------------------------------------------------
              Registrant's Telephone Number, Including Area Code


                                Not Applicable
       ------------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)
<PAGE>

Item 5.  Other Events.
         ------------

     Effective on January 1, 2000, PC Connection, Inc., a Delaware corporation
("PC Connection"), was reorganized as a second-tier wholly-owned subsidiary of a
new Delaware holding company (the "Holding Company") pursuant to Section 251(g)
of the Delaware General Corporation Law (the "Reorganization"). As part of the
Reorganization, the name of the Holding Company was changed to "PC Connection,
Inc." and the name of PC Connection was changed to "PC Connection Sales Corp."
Pursuant to Rule 414 promulgated under the Securities Act of 1933, as amended,
the Holding Company is the successor issuer of PC Connection.

     The Reorganization was effected pursuant to an Agreement and Plan of
Merger, dated December 29, 1999, by and among PC Connection, the Holding Company
and PC Transitory Corp., each of which is a Delaware corporation. Prior to the
Reorganization the Holding Company was a wholly-owned subsidiary of PC
Connection and PC Transitory Corp. was a wholly-owned subsidiary of the Holding
Company. As part of the Reorganization, the Transitory Corp. was merged with and
into PC Connection (the "Merger"). PC Connection was the surviving corporation
in the Merger and become a second-tier wholly-owned subsidiary of the Holding
Company.

     As a result of the Merger, stockholders of PC Connection became
stockholders of the Holding Company, receiving one share of common stock of the
Holding Company in exchange for each share of common stock of PC Connection held
at the effective time of the Merger in a non-taxable transaction, with the same
voting powers, designations, preferences and rights, the same qualifications,
restrictions and limitations as the shares of PC Connection previously held by
stockholders. No additional capital stock of the Holding Company was issued as
part of the Merger. The conversion of shares of common stock of PC Connection in
the Merger occurred without an exchange of share certificates. From and after
the date of the Merger, share certificates formerly representing shares of
common stock of PC Connection will be deemed to represent shares of common stock
of the Holding Company. The shares of common stock of the Holding Company will
be listed on the Nasdaq National Market under the symbol "PCCC", the same symbol
used by PC Connection prior to the Merger.

     The Certificate of Incorporation and the Bylaws of the Holding Company are
identical to the Amended and Restated Certificate of Incorporation and Bylaws of
PC Connection (except for provisions relating to the corporate name,
capitalization and other changes required by Delaware General Corporation Law).
The directors and officers of PC Connection became the directors and officers of
the Holding Company at the effective time of the Merger. The directors of the
Holding Company will hold office for the same terms held by them with PC
Connection prior to the Merger.

                                      -2-
<PAGE>

     A copy of the press release is attached hereto as an exhibit and
incorporated herein by reference.



Item 7.  Financial Statements and Exhibits.
         ----------------------------------


     Exhibits

     2         Agreement and Plan of Merger, dated December 29, 1999, by and
               among PC Connection, Inc., PC Holding Corp. and PC Transitory
               Corp.

     4.1       Certificate of Incorporation of PC Connection, Inc. (formerly PC
               Holdco, Inc.)

     4.2       By-laws of PC Connection, Inc. (formerly PC Holdco, Inc.)

     99        Press release, issued January 3, 2000


                                      -3-
<PAGE>

                                   SIGNATURE


     Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.


Date: January 3, 2000               PC CONNECTION, INC.
                                        (Registrant)



                                    By: /s/ Patricia Gallup
                                       -----------------------------
                                    Patricia Gallup
                                    Chairman of the Board and
                                      Chief Executive Officer

                                      -4-

<PAGE>

                                                         Exhibit 2



                         AGREEMENT AND PLAN OF MERGER

                                     AMONG

                              PC CONNECTION, INC.

                                PC HOLDCO, INC.

                                      AND

                              PC TRANSITORY CORP.


                               December 29, 1999
<PAGE>

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                     Page

                                   ARTICLE I
                                  THE MERGER
<S>                                                                  <C>
SECTION 1.1    THE MERGER..........................................   2

SECTION 1.2    EFFECTIVE DATE......................................   2

SECTION 1.3    CERTIFICATE OF INCORPORATION........................   2

SECTION 1.4    BYLAWS..............................................   3

SECTION 1.5    DIRECTORS...........................................   3

SECTION 1.6    OFFICERS............................................   3

SECTION 1.7    ADDITIONAL ACTIONS..................................   3

SECTION 1.8    CONVERSION OF SECURITIES............................   4

SECTION 1.9    NO SURRENDER OF CERTIFICATES........................   4

                                  ARTICLE II
               ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER

SECTION 2.1    ASSUMPTION OF STOCK INCENTIVE PLAN..................   4

SECTION 2.2    RESERVATION OF SHARES...............................   5

                                 ARTICLE III
                             CONDITIONS OF MERGER

SECTION 3.1    CONDITIONS PRECEDENT................................   5

                                  ARTICLE IV
                                   COVENANTS

SECTION 4.1    ELECTION OF DIRECTORS...............................   5

SECTION 4.2    LISTING OF HOLDING COMPANY COMMON STOCK.............   6
</TABLE>

                                      -i-
<PAGE>

<TABLE>
<S>                                                                   <C>
SECTION 4.3    STOCK INCENTIVE PLAN................................   6

                                  ARTICLE V
                           TERMINATION AND AMENDMENT

SECTION 5.1    TERMINATION.........................................   6

SECTION 5.2    AMENDMENTS..........................................   6

                                  ARTICLE VI
                           MISCELLANEOUS PROVISIONS

SECTION 6.1    GOVERNING LAW.......................................   6

SECTION 6.2    COUNTERPARTS........................................   7

SECTION 6.3    ENTIRE AGREEMENT....................................   7
</TABLE>

                                     -ii-
<PAGE>

                         AGREEMENT AND PLAN OF MERGER

     AGREEMENT AND PLAN OF MERGER (the "Agreement"), entered into as of December
29, 1999, by and among PC Connection, Inc., a Delaware corporation (the
"Company"), PC Holdco, Inc., a Delaware corporation ("Holding") and a wholly
owned subsidiary of the Company, and PC Transitory Corp. a Delaware corporation
("Merger Sub") and a wholly owned subsidiary of Holding.


                            PRELIMINARY STATEMENTS

     1.   The Company's authorized capital stock consists of (i) 30,000,000
shares of common stock, $.01 par value per share (the "Company Common Stock"),
of which as of December 27, 1999, 15,740,895 shares were issued and outstanding
and no shares were held in the Company's treasury; and (ii) 7,500,000 shares of
preferred stock, $.01 par value per share, none of which is currently
outstanding.

     2.   As of the date hereof, Holding's authorized capital stock consists of
(i) 30,000,000 shares of common stock, $.01 par value per share (the "Holding
Common Stock"), of which 100 shares are issued and outstanding and owned by the
Company and no shares are held in treasury, and (ii) 7,500,000 shares of
preferred stock, $.01 par value per share, none of which are outstanding.

     3.   As of the date hereof, Merger Sub has an authorized capital stock
consisting of 100 shares of common stock, $.01 par value per share (the "Merger
Sub Common Stock"), of which 100 shares are issued and outstanding on the date
hereof and owned by Holding.

     4.   The designations, rights and preferences, and the qualifications,
limitations and restrictions of the Holding Common Stock are the same as those
of the Company Common Stock.

     5.   The Certificate of Incorporation of Holding (the "Holding Charter")
and the Bylaws of Holding (the "Holding Bylaws") in effect immediately after the
Effective Date (as hereinafter defined) will contain provisions identical to the
Amended and Restated Certificate of Incorporation of the Company (the "Company
Charter") and Bylaws of the Company (the "Company Bylaws") in effect immediately
before the Effective Time (as defined below) (other than as required by Section
251(g) of the General Corporation Law of the State of Delaware (the "DGCL")).

     6.   The directors and substantially all of the officers of the Company
immediately prior to the Merger (as defined below) will be the directors and
officer of Holding as of the Effective Time.

     7.   Holding and Merger Sub are newly formed corporations organized for the
purpose of participating in the transactions herein contemplated.

     8.   The Company desires to create a new holding company structure by
merging Merger Sub with and into the Company, with (a) the Company continuing as
the surviving corporation of such merger and (b) each outstanding share (or any
fraction thereof) of Company Common Stock
<PAGE>

being converted in such merger into a like number of shares of Holding Common
Stock, all in accordance with the terms of this Agreement (the "Merger").

     9.   The boards of directors of Holding, Merger Sub and the Company, the
Company, in its capacity as the sole stockholder of Holding, and Holding, in its
capacity as the sole stockholder of Merger Sub, have approved this Agreement and
the Merger upon the terms and subject to the conditions set forth in this
Agreement.

     NOW, THEREFORE, in consideration of the premises and the covenants and
agreements contained in this Agreement, and intending to be legally bound
hereby, the Company, Holding and Merger Sub hereby agree as follows:

                                   ARTICLE I
                                  THE MERGER

     SECTION 1.1  THE MERGER. In accordance with Section 251(g) of the DGCL and
subject to, and upon the terms and conditions of, this Agreement, Merger Sub
shall, at the Effective Time, be merged with and into the Company, the separate
corporate existence of Merger Sub shall cease, and the Company shall continue as
the surviving corporation of the Merger (the "Surviving Corporation"). At the
Effective Time, the effects of the Merger shall be as provided in Section 259 of
the DGCL.

     SECTION 1.2  EFFECTIVE DATE. As soon as practicable on or after the date
hereof, the parties shall file this Agreement, executed and certified in
accordance with the relevant provisions of the DGCL, with the Secretary of State
of the State of Delaware and shall make all other filings or recordings required
under the DGCL to effectuate the Merger. The Merger shall become effective as of
12:01 a.m., Eastern Daylight Time, on January 1, 2000 (the "Effective Time").

     SECTION 1.3  CERTIFICATE OF INCORPORATION. From and after the Effective
Time, the Company's Charter, as in effect immediately prior to the Effective
Time, shall be the certificate of incorporation of the Surviving Corporation
(the "Surviving Corporation's Charter") until thereafter amended as provided
therein or by the DGCL, except as follows:

          (a)  Article Fourth thereof shall be amended so as to read in its
entirety as follows:

          "The total number of shares of all classes of capital stock
          which the Corporation shall have authority to issue is 100
          shares of common stock, $.01 par value per share."

          (b)  A new Article Thirteenth shall be added thereto which shall be
and read in its entirety as follows:

                                      -2-
<PAGE>

          "Thirteenth. Any act or transaction by or involving the
          Corporation that requires for its adoption under the General
          Corporation Law of the State of Delaware or this Amended and
          Restated Certificate of Incorporation the approval of the
          stockholders of the Corporation shall, pursuant to Section
          251(g) of the General Corporation Law of the State of
          Delaware, require, in addition, the approval of the
          stockholders of PC Connection Inc., a Delaware corporation,
          or any successor thereto by merger, by the same vote that is
          required by the General Corporation Law of the State of
          Delaware or this Amended and Restated Certificate of
          Incorporation, as the case may be."

     SECTION 1.4  BYLAWS. From and after the Effective Time, the Merger Sub
Bylaws, as in effect immediately prior to the Effective Time, shall constitute
the Bylaws of the Surviving Corporation until thereafter amended as provided
therein or by applicable law.

     SECTION 1.5  DIRECTORS. The directors of the Merger Sub in office
immediately prior to the Effective Time shall be the directors of the Surviving
Corporation and will continue to hold office from the Effective Time until their
successors are duly elected or appointed and qualified in the manner provided in
the Surviving Corporation's Charter and Bylaws, or as otherwise provided by law.

     SECTION 1.6  OFFICERS. The officers of the Merger Sub in office immediately
prior to the Effective Time shall be the officers of the Surviving Corporation
until the earlier of their resignation or removal or until their successors are
duly elected or appointed and qualified in the manner provided in the Surviving
Corporation's Charter and Bylaws, or as otherwise provided by law.

     SECTION 1.7  ADDITIONAL ACTIONS. Subject to the terms of this Agreement,
the parties hereto shall take all such reasonable and lawful actions which may
be necessary or appropriate in order to effectuate the Merger, which shall
include executing and delivering an Assumption Agreement (as hereinafter
defined), effective upon the Merger, in such form as the Company and Holding
determine to be appropriate to evidence the Company's assignment to and
Holding's assumption of such rights, interests, obligations and liabilities as
the Company and Holding determine to be appropriate. If, at any time after the
Effective Date, the Surviving Corporation shall consider or be advised that any
deeds, bills of sale, assignments, assurances or any other actions or things are
necessary or desirable to vest, perfect or confirm, of record or otherwise, in
the Surviving Corporation its right, time or interest in, to or under any of the
rights, properties or assets of either of Merger Sub or the Company acquired or
to be acquired by the Surviving Corporation as a result of, or in connection
with, the Merger or otherwise to carry out this Agreement, the officers and
directors of the Surviving Corporation shall be authorized to execute and
deliver, in the name and on behalf of each of Merger Sub and the Company, all
such deeds, bills of sale, assignments and assurances and to take and do, in the
name and on behalf of each of Merger Sub and the Company or otherwise, all such
other actions and things as may be necessary or

                                      -3-
<PAGE>

desirable to vest, perfect or confirm any and all right, title and interest in,
to and under such rights, properties or assets in the Surviving Corporation or
otherwise to carry out this Agreement.

     SECTION 1.8  CONVERSION OF SECURITIES. At the Effective Time, by virtue of
the Merger and without any action on the part of Holding, Merger Sub, the
Company or the holder of any of the following securities:

          (a) Conversion of Company Common Stock.  Each share of Company Common
              ----------------------------------
Stock (or fraction of a share of Company Common Stock) issued and outstanding
immediately prior to the Effective Time shall be converted into and thereafter
represent one duly issued, fully paid and nonassessable share (or equal fraction
of a share) of Holding Common Stock.

          (b) Conversion of Capital Stock of Merger Sub.  Each share of Merger
              -----------------------------------------
Sub Common Stock issued and outstanding immediately prior to the Effective Time
shall be converted into and thereafter represent one duly issued, fully paid and
nonassessable share of common stock, $.01 par value per share, of the Surviving
Corporation.

          (c) Cancellation of Capital Stock of Holding.  Each share of Holding
              ----------------------------------------
Common Stock that is owned by the Company immediately prior to the Merger shall
automatically be cancelled and retired and shall cease to exist.

          (d) Rights of Certificate Holders.  From and after the Effective Time,
              -----------------------------
holders of Certificates formerly evidencing Company Common Stock shall cease to
have any rights as stockholders of the Company, except as provided by law;
except, however, that such holders shall have the rights set forth in Section
1.9 herein.

     SECTION 1.9  NO SURRENDER OF CERTIFICATES. Until thereafter surrendered for
transfer or exchange, each outstanding stock certificate that, immediately prior
to the Effective Time, evidenced Company Common Stock shall be deemed and
treated for all corporate purposes to evidence the ownership of the number of
shares of Holding Common Stock into which such shares of Company Common Stock
were converted pursuant to the provisions of Section 1.8(a) herein.

                                  ARTICLE II
               ACTIONS TO BE TAKEN IN CONNECTION WITH THE MERGER

     SECTION 2.1  ASSUMPTION OF STOCK INCENTIVE PLAN. Holding and the Company
shall, as of the Effective Time, execute, acknowledge and deliver an assignment
and assumption agreement (the "Assumption Agreement") pursuant to which Holding
will, from and after the Effective Time, assume and agree to perform all
obligations of the Company pursuant to the Company's 1993 Incentive and Non-
Statutory Stock Option Plan (the "1993 Plan") Amended and Restated 1997 Stock
Incentive Plan (the "1997 Plan") and 1997 Employee Stock Purchase Plan (the
"1997 Purchase Plan").The 1993 Plan, the 1997 Plan and the 1997 Purchase Plan
shall be collectively referred to as the "Option Plans". As of the Effective
Time, each option to purchase

                                      -4-
<PAGE>

a share of Company Common Stock which has been granted and is then outstanding
and unexercised under the 1993 Plan and the 1997 Plan ("Existing Stock Option")
shall be converted into an option to purchase one share of Holding Common Stock
at the same exercise price, for the same period and subject to substantially the
same terms and conditions including any stockholder approval which may be
required with respect to the 1993 Plan and 1997 Plan applicable to the relevant
Existing Stock Option ("Substitute Option"); provided, however, that after the
Effective Time no exercise shall occur unless and until the holder of the
Existing Option shall have executed and delivered to Holding an instrument in
such form as Holding may prescribe to evidence his or her acceptance of the
terms and conditions of the Substitute Option.

     SECTION 2.2  RESERVATION OF SHARES. On or prior to the Effective Time,
Holding shall reserve sufficient authorized but unissued shares of Holding
Common Stock to provide for the issuance of Holding Common Stock upon the
exercise of options payable and outstanding under the Option Plans, as assumed
by Holding.

                                  ARTICLE III
                             CONDITIONS OF MERGER

     SECTION 3.1  CONDITIONS PRECEDENT. The obligations of the parties to this
Agreement to consummate the Merger and the transactions contemplated by this
Agreement shall be subject to fulfillment or waiver by the parties hereto of
each of the following conditions:

          (a) Prior to the Effective Time, the Holding Common Stock to be issued
pursuant to the Merger shall have been approved for listing, upon official
notice of issuance, by the Nasdaq Stock Market ("Nasdaq").

          (b) Prior to the Effective Time, no order, statute, rule, regulation,
executive order, injunction, stay, decree, judgment or restraining order shall
have been enacted, entered, promulgated or enforced by any court or governmental
or regulatory authority or instrumentality which prohibits or makes illegal the
consummation of the Merger or the transactions contemplated hereby.

                                  ARTICLE IV
                                   COVENANTS

     SECTION 4.1  ELECTION OF DIRECTORS. The Company, in its capacity as the
sole stockholder of Holding, shall elect each person who is then a member of the
board of directors of the Company as a director of Holding (and to be the only
directors of Holding), each of whom shall serve until the next annual meeting of
shareholders of Holding and until his successor shall have been elected and
qualified or until such director's early resignation or removal.

     SECTION 4.2  LISTING OF HOLDING COMPANY COMMON STOCK. Holding shall use its
best efforts to obtain, at or before the Effective Time, authorization to list
on

                                      -5-
<PAGE>

Nasdaq, upon official notice of issuance, Holding Common Stock issuable pursuant
to the Merger.

     SECTION 4.3  STOCK PLANS. The Company and Holding shall take or cause to be
taken all actions necessary or desirable in order for Holding to assume the
Option Plans and the Purchase Plan.

                                   ARTICLE V
                           TERMINATION AND AMENDMENT

     SECTION 5.1  TERMINATION. This Agreement may be terminated and the Merger
contemplated hereby may be abandoned at any time prior to the Effective Time by
action of the board of directors of the Company, Holding or Merger Sub if it is
determined that for any reason the completion of the transactions provided for
herein would be inadvisable or not in the best interest of such corporation or
its stockholders.  In the event of such termination and abandonment, this
Agreement shall become void and neither the Company, Holding or Merger Sub nor
their respective stockholders, directors or officers shall have any liability or
rights with respect to such termination and abandonment.

     SECTION 5.2  AMENDMENTS. This Agreement may be supplemented, amended or
modified by the mutual consent of the boards of directors of the parties to this
Agreement; provided, however, that, any amendment effected subsequent to
stockholder approval shall be subject to the restrictions contained in the DGCL.
No amendment of any provision of this Agreement shall be valid unless the same
shall be in writing and signed by all of the parties hereto.

                                  ARTICLE VI
                           MISCELLANEOUS PROVISIONS

     SECTION 6.1  GOVERNING LAW. This Agreement shall be governed by, and
construed in accordance with, the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws.

     SECTION 6.2  COUNTERPARTS. This Agreement may be executed in one or more
counterparts, each of which when executed shall be deemed to be an original but
all of which shall constitute one and the same agreement.

     SECTION 6.3  ENTIRE AGREEMENT. This Agreement, including the documents and
instruments referred to herein, constitutes the entire agreement and supersedes
all other prior agreements and undertakings, both written and oral, among the
parties, or any of them, with respect to the subject matter hereof.

                                      -6-
<PAGE>

     IN WITNESS WHEREOF, Holding, Merger Sub and the Company have caused this
Agreement to be executed as of the date first above written above by the
respective officers thereunto duly authorized.

                              PC CONNECTION, INC.


                              By: /s/ Patricia Gallup
                                 ----------------------------------

                              Name:________________________________

                              Title:_______________________________


                              PC HOLDCO, INC.


                              By: /s/ Patricia Gallup
                                 ----------------------------------

                              Name:________________________________

                              Title:_______________________________


                              PC TRANSITORY CORP.


                              By:   /s/ Robert F. Wilkins
                                 ----------------------------------

                              Name:________________________________

                              Title:_______________________________

                                      -7-

<PAGE>

                                                                     Exhibit 4.1

                         CERTIFICATE OF INCORPORATION

                                      OF

                                PC HOLDCO, INC.



     FIRST. The name of the Corporation is: PC Holdco, Inc.

     SECOND.  The address of its registered office in the State of Delaware is
Corporation Trust Center, 1209 Orange Street, in the City of Wilmington, County
of New Castle.  The name of its registered agent at such address is The
Corporation Trust Company.

     THIRD.  The nature of the business or purposes to be conducted or promoted
by the Corporation is as follows:

     To engage in any lawful act or activity for which corporations may be
organized under the General Corporation Law of Delaware.

     FOURTH.  The total number of shares of all classes of stock which the
Corporation shall have authority to issue is 37,500,000 shares, consisting of
(i) 30,000,000 shares of Common Stock, $.01 par value per share ("Common
Stock"), and (ii) 7,500,000 shares of Preferred Stock, $.01 par value per share
("Preferred Stock"), which may be issued from time to time in one or more series
as set forth in Part B of this Article FOURTH.

     The following is a statement of the designations and the powers, privileges
and rights, and the qualifications, limitations or restrictions thereof in
respect of each class of capital stock of the Corporation.

A.   COMMON STOCK.
     ------------

     1.   General.  The voting, dividend and liquidation rights of the holders
          -------
of the Common Stock are subject to and qualified by the rights of the holders of
the Preferred Stock of any series as may be designated by the Board of Directors
upon any issuance of the Preferred Stock of any series.

     2.   Voting.  The holders of the Common Stock are entitled to one vote for
          ------
each share held at all meetings of stockholders (and written actions in lieu of
meetings).  There shall be no cumulative voting.
<PAGE>

     The number of authorized shares of Common Stock may be increased or
decreased (but not below the number of shares thereof then outstanding) by the
affirmative vote of the holders of a majority of the stock of the Corporation
entitled to vote, irrespective of the provisions of Section 242(b)(2) of the
General Corporation Law of Delaware.

     3.   Dividends.  Dividends may be declared and paid on the Common Stock
          ---------
from funds lawfully available therefor as and when determined by the Board of
Directors and subject to any preferential dividend rights of any then
outstanding Preferred Stock.

     4.   Liquidation.  Upon the dissolution or liquidation of the Corporation,
          -----------
whether voluntary or involuntary, holders of Common Stock will be entitled to
receive all assets of the Corporation available for distribution to its
stockholders, subject to any preferential rights of any then outstanding
Preferred Stock.

B.   PREFERRED STOCK.
     ---------------

     Preferred Stock may be issued from time to time in one or more series, each
of such series to have such terms as stated or expressed herein and in the
resolution or resolutions providing for the issue of such series adopted by the
Board of Directors of the Corporation as hereinafter provided by the affirmative
vote of all of the directors then in office.  Any shares of Preferred Stock
which may be redeemed, purchased or acquired by the Corporation may be reissued
except as otherwise provided by law.  Different series of Preferred Stock shall
not be construed to constitute different classes of shares for the purposes of
voting by classes unless expressly provided.

     Authority is hereby expressly granted to the Board of Directors from time
to time to, by the affirmative vote of all of the directors then in office, to
issue the Preferred Stock in one or more series, and in connection with the
creation of any such series, by resolution or resolutions providing for the
issue of the shares thereof, to determine and fix such voting powers, full or
limited, or no voting powers, and such designations, preferences and relative
participating, optional or other special rights, and qualifications, limitations
or restrictions thereof, including without limitation thereof, dividend rights,
conversion rights, redemption privileges and liquidation preferences, as shall
be stated and expressed in such resolutions, all to the full extent now or
hereafter permitted by the General Corporation Law of Delaware. Without limiting
the generality of the foregoing, the resolutions providing for issuance of any
series of Preferred Stock may provide that such series shall be superior or rank
equally or be junior to the Preferred Stock of any other series to the extent
permitted by law.  Except as otherwise provided in this Certificate of
Incorporation, no vote of the holders of the Preferred Stock or Common Stock
shall be a prerequisite to the designation or issuance of any shares of any
series of the Preferred Stock authorized by and complying with the conditions of
this Certificate of Incorporation, the

                                      -2-
<PAGE>

right to have such vote being expressly waived by all present and future holders
of the capital stock of the Corporation.

     FIFTH. The Corporation shall have a perpetual existence.

     SIXTH. In furtherance of and not in limitation of powers conferred by
statute, it is further provided:

          1.   Election of directors need not be by written ballot.

          2.   The Board of Directors is expressly authorized to alter, amend or
repeal the Bylaws of the Corporation or adopt new bylaws by the affirmative vote
of all of the directors then in office.

     SEVENTH. 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 Corporation shall be personally liable to
the Corporation or its stockholders for monetary damages for any breach of
fiduciary duty as a director, notwithstanding any provision of law imposing such
liability.  No amendment to or repeal of this provision shall apply to or have
any effect on the liability or alleged liability of any director of the
Corporation for or with respect to any acts or omissions of such director
occurring prior to such amendment.

     EIGHTH.

     1.   Actions, Suits and Proceedings Other than by or in the Right of the
          -------------------------------------------------------------------
Corporation.  The Corporation 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 Corporation), by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) (all such persons being
referred to hereafter as an "Indemnitee"), or by reason of any action alleged to
have been taken or omitted in such capacity, against all expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement actually and
reasonably incurred by him or on his behalf in connection with such action, suit
or proceeding and any appeal therefrom, 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
        ---------------

                                      -3-
<PAGE>

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. Notwithstanding anything to the contrary in this Article,
except as set forth in Section 7 below, the Corporation shall not indemnify an
Indemnitee seeking indemnification in connection with a proceeding (or part
thereof) initiated by the Indemnitee unless the initiation thereof was approved
by the Board of Directors of the Corporation. Notwithstanding anything to the
contrary in this Article, the Corporation shall not indemnify an Indemnitee to
the extent such Indemnitee is reimbursed from the proceeds of insurance, and in
the event the Corporation makes any indemnification payments to an Indemnitee
and such Indemnitee is subsequently reimbursed from the proceeds of insurance,
such Indemnitee shall promptly refund such indemnification payments to the
Corporation to the extent of such insurance reimbursement.

     2.   Actions or Suits by or in the Right of the Corporation.  The
          ------------------------------------------------------
Corporation 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 Corporation to procure a judgment in its favor by
reason of the fact that he is or was, or has agreed to become, a director or
officer of the Corporation, or is or was serving, or has agreed to serve, at the
request of the Corporation, as a director, officer or trustee of, or in a
similar capacity with, another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan), or by reason of any
action alleged to have been taken or omitted in such capacity, against all
expenses (including attorneys' fees) and, to the extent permitted by law,
amounts paid in settlement actually and reasonably incurred by him or on his
behalf in connection with such action, suit or proceeding and any appeal
therefrom, 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 Court of Chancery of Delaware shall
determine upon application that, despite the adjudication of such liability but
in view of all the circumstances of the case, such person is fairly and
reasonably entitled to indemnity for such expenses (including attorneys' fees)
which the Court of Chancery of Delaware shall deem proper.

     3.   Indemnification for Expenses of Successful Party.  Notwithstanding the
          ------------------------------------------------
other provisions of this Article, to the extent that an Indemnitee has been
successful, on the merits or otherwise, in defense of any action, suit or
proceeding referred to in Sections 1 and 2 of this Article, or in defense of any
claim, issue or matter therein, or on appeal from any such action, suit or
proceeding, he shall be indemnified against all expenses (including attorneys'
fees) actually and reasonably incurred by him or on his behalf in connection
therewith.  Without limiting the foregoing, if any action, suit or proceeding is
disposed of,

                                      -4-
<PAGE>

on the merits or otherwise (including a disposition without prejudice), without
(i) the disposition being adverse to the Indemnitee, (ii) an adjudication that
the Indemnitee was liable to the Corporation, (iii) a plea of guilty or nolo
                                                                        ----
contendere by the Indemnitee, (iv) an adjudication that the Indemnitee did not
- ----------
act in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the Corporation, and (v) with respect to any criminal
proceeding, an adjudication that the Indemnitee had reasonable cause to believe
his conduct was unlawful, the Indemnitee shall be considered for the purposes
hereof to have been wholly successful with respect thereto.

     4.   Notification and Defense of Claim.  As a condition precedent to his
          ---------------------------------
right to be indemnified, the Indemnitee must notify the Corporation in writing
as soon as practicable of any action, suit, proceeding or investigation
involving him for which indemnity will or could be sought.  With respect to any
action, suit, proceeding or investigation of which the Corporation is so
notified, the Corporation will be entitled to participate therein at its own
expense and/or to assume the defense thereof at its own expense, with legal
counsel reasonably acceptable to the Indemnitee.  After notice from the
Corporation to the Indemnitee of its election so to assume such defense, the
Corporation shall not be liable to the Indemnitee for any legal or other
expenses subsequently incurred by the Indemnitee in connection with such claim,
other than as provided below in this Section 4.  The Indemnitee shall have the
right to employ his own counsel in connection with such claim, but the fees and
expenses of such counsel incurred after notice from the Corporation of its
assumption of the defense thereof shall be at the expense of the Indemnitee
unless (i) the employment of counsel by the Indemnitee has been authorized by
the Corporation, (ii) counsel to the Indemnitee shall have reasonably concluded
that there may be a conflict of interest or position on any significant issue
between the Corporation and the Indemnitee in the conduct of the defense of such
action or (iii) the Corporation shall not in fact have employed counsel to
assume the defense of such action, in each of which cases the fees and expenses
of counsel for the Indemnitee shall be at the expense of the Corporation, except
as otherwise expressly provided by this Article.  The Corporation shall not be
entitled, without the consent of the Indemnitee, to assume the defense of any
claim brought by or in the right of the Corporation or as to which counsel for
the Indemnitee shall have reasonably made the conclusion provided for in clause
(ii) above.

     5.   Advance of Expenses.  Subject to the provisions of Section 6 below, in
          -------------------
the event that the Corporation does not assume the defense pursuant to Section 4
of this Article of any action, suit, proceeding or investigation of which the
Corporation receives notice under this Article, any expenses (including
attorneys' fees) incurred by an Indemnitee in defending a civil or criminal
action, suit, proceeding or investigation or any appeal therefrom shall be paid
by the Corporation in advance of the final disposition of such matter; provided,
                                                                       --------
however, that the payment of such expenses incurred by an Indemnitee in advance
- -------
of the final disposition of such matter shall be made only upon receipt of an

                                      -5-
<PAGE>

undertaking by or on behalf of the Indemnitee to repay all amounts so advanced
in the event that it shall ultimately be determined that the Indemnitee is not
entitled to be indemnified by the Corporation as authorized in this Article.
Such undertaking shall be accepted without reference to the financial ability of
the Indemnitee to make such repayment.

     6.   Procedure for Indemnification.  In order to obtain indemnification or
          -----------------------------
advancement of expenses pursuant to Section 1, 2, 3 or 5 of this Article, the
Indemnitee shall submit to the Corporation a written request, including in such
request such documentation and information as is reasonably available to the
Indemnitee and is reasonably necessary to determine whether and to what extent
the Indemnitee is entitled to indemnification or advancement of expenses.  Any
such indemnification or advancement of expenses shall be made promptly, and in
any event within 60 days after receipt by the Corporation of the written request
of the Indemnitee, unless with respect to requests under Section 1, 2 or 5 the
Corporation determines within such 60-day period that the Indemnitee did not
meet the applicable standard of conduct set forth in Section 1 or 2, as the case
may be.  Such determination shall be made in each instance by (a) a majority
vote of the directors of the Corporation consisting of persons who are not at
that time parties to the action, suit or proceeding in question ("disinterested
directors"), whether or not a quorum, (b) a majority vote of a quorum of the
outstanding shares of stock of all classes entitled to vote for directors,
voting as a single class, which quorum shall consist of stockholders who are not
at that time parties to the action, suit or proceeding in question, (c)
independent legal counsel (who may, to the extent permitted by law, be regular
legal counsel to the Corporation), or (d) a court of competent jurisdiction.

     7.   Remedies.  The right to indemnification or advances as granted by this
          --------
Article shall be enforceable by the Indemnitee in any court of competent
jurisdiction if the Corporation denies such request, in whole or in part, or if
no disposition thereof is made within the 60-day period referred to above in
Section 6.  Unless otherwise required by law, the burden of proving that the
Indemnitee is not entitled to indemnification or advancement of expenses under
this Article shall be on the Corporation.  Neither the failure of the
Corporation to have made a determination prior to the commencement of such
action that indemnification is proper in the circumstances because the
Indemnitee has met the applicable standard of conduct, nor an actual
determination by the Corporation pursuant to Section 6 that the Indemnitee has
not met such applicable standard of conduct, shall be a defense to the action or
create a presumption that the Indemnitee has not met the applicable standard of
conduct.  The Indemnitee's expenses (including attorneys' fees) incurred in
connection with successfully establishing his right to indemnification, in whole
or in part, in any such proceeding shall also be indemnified by the Corporation.

     8.   Subsequent Amendment.  No amendment, termination or repeal of this
          --------------------
Article or of the relevant provisions of the General Corporation Law of Delaware
or any

                                      -6-
<PAGE>

other applicable laws shall affect or diminish in any way the rights of any
Indemnitee to indemnification under the provisions hereof with respect to any
action, suit, proceeding or investigation arising out of or relating to any
actions, transactions or facts occurring prior to the final adoption of such
amendment, termination or repeal.

     9.   Other Rights.  The indemnification and advancement of expenses
          ------------
provided by this Article shall not be deemed exclusive of any other rights to
which an Indemnitee seeking indemnification or advancement of expenses may be
entitled under any law (common or statutory), agreement or vote of stockholders
or disinterested directors or otherwise, both as to action in his official
capacity and as to action in any other capacity while holding office for the
Corporation, and shall continue as to an Indemnitee who has ceased to be a
director or officer, and shall inure to the benefit of the estate, heirs,
executors and administrators of the Indemnitee.  Nothing contained in this
Article shall be deemed to prohibit, and the Corporation is specifically
authorized to enter into, agreements with officers and directors providing
indemnification rights and procedures different from those set forth in this
Article.  In addition, the Corporation may, to the extent authorized from time
to time by its Board of Directors, grant indemnification rights to other
employees or agents of the Corporation or other persons serving the Corporation
and such rights may be equivalent to, or greater or less than, those set forth
in this Article.

     10.  Partial Indemnification.  If an Indemnitee is entitled under any
          -----------------------
provision of this Article to indemnification by the Corporation for some or a
portion of the expenses (including attorneys' fees), judgments, fines or amounts
paid in settlement actually and reasonably incurred by him or on his behalf in
connection with any action, suit, proceeding or investigation and any appeal
therefrom but not, however, for the total amount thereof, the Corporation shall
nevertheless indemnify the Indemnitee for the portion of such expenses
(including attorneys' fees), judgments, fines or amounts paid in settlement to
which the Indemnitee is entitled.

     11.  Insurance.  The Corporation may purchase and maintain insurance, at
          ---------
its expense, to protect itself and any director, officer, employee or agent of
the Corporation or another corporation, partnership, joint venture, trust or
other enterprise (including any employee benefit plan) against any expense,
liability or loss 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
such person against such expense, liability or loss under the General
Corporation Law of Delaware.

     12.  Merger or Consolidation.  If the Corporation is merged into or
          -----------------------
consolidated with another corporation and the Corporation is not the surviving
corporation, the surviving corporation shall assume the obligations of the
Corporation under this Article with respect to any action, suit, proceeding or
investigation arising out of or relating to any

                                      -7-
<PAGE>

actions, transactions or facts occurring prior to the date of such merger or
consolidation.

     13.  Savings Clause.  If this Article or any portion hereof shall be
          --------------
invalidated on any ground by any court of competent jurisdiction, then the
Corporation shall nevertheless indemnify each Indemnitee as to any expenses
(including attorneys' fees), judgments, fines and amounts paid in settlement in
connection with any action, suit, proceeding or investigation, whether civil,
criminal or administrative, including an action by or in the right of the
Corporation, to the fullest extent permitted by any applicable portion of this
Article that shall not have been invalidated and to the fullest extent permitted
by applicable law.

     14.  Definitions.  Terms used herein and defined in Section 145(h) and
          -----------
Section 145(i) of the General Corporation Law of Delaware shall have the
respective meanings assigned to such terms in such Section 145(h) and Section
145(i).

     15.  Subsequent Legislation.  If the General Corporation Law of Delaware is
          ----------------------
amended after adoption of this Article to expand further the indemnification
permitted to Indemnitees, then the Corporation shall indemnify such persons to
the fullest extent permitted by the General Corporation Law of Delaware, as so
amended.

     NINTH. This Article is inserted for the management of the business and for
the conduct of the affairs of the Corporation.

     1.   Number of Directors.  The number of directors of the Corporation shall
          -------------------
not be less than one.  The exact number of directors within the limitations
specified in the preceding sentence shall be fixed from time to time by, or in
the manner provided in, the Corporation's Bylaws.

     2.   Election of Directors.  Elections of directors need not be by written
          ---------------------
ballot except as and to the extent provided in the Bylaws of the Corporation.

     3.   Quorum; Action at Meeting.  A majority of the total number of the
          -------------------------
whole Board of Directors shall constitute a quorum for the transaction of
business. In the event one or more of the directors shall be disqualified to
vote at any meeting, then the required quorum shall be reduced by one for each
director so disqualified; provided, however, that in no case shall less than
one-third (1/3) of the number of directors fixed pursuant to Section 1 above
constitute a quorum.  If at any meeting of the Board of Directors there shall be
less than such a quorum, a majority of those present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.  At any meeting of the Board of Directors at
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a

                                      -8-
<PAGE>

different vote is specified by law, by the Bylaws of the Corporation or by this
Certificate of Incorporation.

     4.   Removal.  Except as otherwise provided by the General Corporation Law
          -------
of Delaware, any one or more or all of the directors of the Corporation may be
removed with or without cause by the holders of a majority of the shares then
entitled to vote at an election of directors, except that the directors elected
by the holders of a particular class or series of stock may be removed without
cause only by vote of the holders of a majority of the outstanding shares of
such class or series.

     5.   Vacancies.  Any vacancy in the Board of Directors, however occurring,
          ---------
including a vacancy resulting from an enlargement of the board, may be filled by
vote of a majority of the directors then in office, although less than a quorum,
or by a sole remaining director.  A director elected to fill a vacancy shall be
elected for the unexpired term of his predecessor in office, and a director
chosen to fill a position resulting from an increase in the number of directors
shall hold office until the next annual meeting of stockholders and until his
successor is elected and qualified, or until his earlier death, resignation or
removal.

     6.   Stockholder Nominations and Introduction of Business, Etc.  Advance
          ----------------------------------------------------------
notice of stockholder nominations for election of directors and other business
to be brought by stockholders before a meeting of stockholders shall be given in
the manner provided by the Bylaws of the Corporation.

     TENTH.   Whenever a compromise or arrangement is proposed between the
Corporation and its creditors or any class of them and/or between the
Corporation and its stockholders or any class of them, any court of equitable
jurisdiction within the State of Delaware may, on the application in a summary
way of the Corporation or of any creditor or stockholder thereof, or on the
application of any receiver or receivers appointed for the Corporation under the
provisions of Section 291 of the General Corporation Law of Delaware or on the
application of trustees in dissolution or of any receiver or receivers appointed
for the Corporation under the provisions of Section 279 of the General
Corporation Law of Delaware order a meeting of the creditors or class of
creditors, and/or of the stockholders or class of stockholders of the
Corporation, as the case may be, to be summoned in such manner as such court
directs.  If a majority in number representing three-fourths in value of the
creditors or class of creditors, and/or of the stockholders or class of
stockholders of the Corporation, as the case may be, agree to any compromise or
arrangement and to any promise or arrangement, such compromise or arrangement
and such reorganization shall, if sanctioned by the court to which application
has been made, be binding on all the creditors or class of creditors, and/or on
all the stockholders or class of stockholders, of the Corporation, as the case
may be, and also on the Corporation.

                                      -9-
<PAGE>

     ELEVENTH. The Corporation reserves the right to amend, alter, change or
repeal any provision contained in this Certificate of Incorporation, in the
manner now or hereafter prescribed by statute and this Certificate of
Incorporation, and all rights conferred upon stockholders herein are granted
subject to this reservation.

     TWELFTH. Section 203 of the General Corporation Law of Delaware, as it may
be amended from time to time, shall apply to the Corporation.

                                   * * * * *

                                      -10-
<PAGE>

     EXECUTED at Merrimack, New Hampshire on this 23 day of December, 1999.




                                    By: /s/ Patricia Gallup
                                       -------------------------------------
                                       Patricia Gallup, Sole Incorporator
                                       Address: c/o PC Connection, Inc.
                                                    Route 101 A
                                                    730 Milford Road
                                                    Merrimack, NH 03054

                                      -11-
<PAGE>

                           CERTIFICATE OF AMENDMENT
                                      OF
                         CERTIFICATE OF INCORPORATION
                                      OF
                                PC HOLDCO, INC.

                            Pursuant to Section 242
                       of the General Corporation Law of
                             the State of Delaware
                          ---------------------------

     PC Holdco, Inc. (hereinafter called the "Corporation"), organized and
existing under and by virtue of the General Corporation Law of the State of
Delaware, does hereby certify as follows:

     At a meeting of the Board of Directors of the Corporation a resolution was
duly adopted, pursuant to Section 242 of the General Corporation Law of the
State of Delaware, setting forth an amendment to the Certificate of
Incorporation of the Corporation and declaring said amendment to be advisable.
The stockholders of the Corporation duly approved said proposed amendment in
accordance with Section 242 of the General Corporation Law of the State of
Delaware by written consent in accordance with Sections 228 and 242 of the
General Corporation Law of the State of Delaware, and written notice of such
consent has been given to all stockholders who have not consented in writing to
said amendment.  The resolution setting forth the amendment is as follows:


RESOLVED:      That Article FIRST of the Certificate of Incorporation of the
               Corporation be and hereby is deleted in its entirety and the
               following paragraph is inserted in lieu thereof:

               FIRST.  The name of the Corporation is: PC Connection, Inc.

RESOLVED:      That this Certificate of Amendment of Certificate of
               Incorporation shall be effective on January 1, 2000 at 12:02 a.m.
               Eastern Standard Time.
<PAGE>

     IN WITNESS WHEREOF, the Corporation has caused this Certificate of
Amendment to be signed by its Chairman of the Board and Chief Executive Officer
this 29th day of December, 1999.

                                    PC HOLDCO, INC.



                                    By: /s/ Patricia Gallup
                                       ------------------------------------
                                       Patricia Gallup
                                       Chairman of the Board and
                                       Chief Executive Officer

                                     -13-

<PAGE>

                                                                     Exhibit 4.2

                                    BYLAWS

                                      OF

                              PC CONNECTION, INC.
<PAGE>

                                    BYLAWS

                               TABLE OF CONTENTS

<TABLE>
<CAPTION>
                                                                                          Page
<S>                                                                                       <C>
ARTICLE 1 - Stockholders................................................................     1
            1.1  Place of Meetings......................................................     1
            1.2  Annual Meeting.........................................................     1
            1.3  Special Meetings.......................................................     1
            1.4  Notice of Meetings.....................................................     1
            1.5  Voting List............................................................     2
            1.6  Quorum.................................................................     2
            1.7  Adjournments...........................................................     2
            1.8  Voting and Proxies.....................................................     2
            1.9  Action at Meeting......................................................     3
            1.10 Action without Meeting.................................................     3
            1.11 Nomination of Directors................................................     3
            1.12 Notice of Business at Meetings.........................................     4

ARTICLE 2  - Directors..................................................................     5
            2.1  General Powers.........................................................     5
            2.2  Number; Election and Qualification.....................................     5
            2.3  Enlargement of the Board...............................................     6
            2.4  Tenure.................................................................     6
            2.5  Vacancies..............................................................     6
            2.6  Resignation............................................................     6
            2.7  Regular Meetings.......................................................     6
            2.8  Special Meetings.......................................................     6
            2.9  Notice of Special Meetings.............................................     6
            2.10 Meetings by Telephone Conference Calls.................................     7
            2.11 Quorum.................................................................     7
            2.12 Action at Meeting......................................................     7
            2.13 Action by Consent......................................................     7
            2.14 Removal................................................................     7
            2.15 Committees.............................................................     7
            2.16 Compensation of Directors..............................................     8

ARTICLE 3 - Officers....................................................................     8
            3.1  Enumeration............................................................     8
            3.2  Election...............................................................     8
            3.3  Qualification..........................................................     8
            3.4  Tenure.................................................................     8
</TABLE>

                                     -ii-
<PAGE>

<TABLE>
<S>                                                                                         <C>
            3.5  Resignation and Removal................................................     9
            3.6  Vacancies..............................................................     9
            3.7  Chairman of the Board and Vice-Chairman of the Board...................     9
            3.8  Chief Executive Officer................................................     9
            3.9  President..............................................................    10
            3.10 Vice Presidents........................................................    10
            3.11 Secretary and Assistant Secretaries....................................    10
            3.12 Treasurer and Assistant Treasurers.....................................    10
            3.13 Salaries...............................................................    11

ARTICLE 4 - Capital Stock...............................................................    11
            4.1  Issuance of Stock......................................................    11
            4.2  Certificates of Stock..................................................    11
            4.3  Transfers..............................................................    12
            4.4  Lost, Stolen or Destroyed Certificates.................................    12
            4.5  Record Date............................................................    12

ARTICLE 5 - General Provisions..........................................................    13
            5.1  Fiscal Year............................................................    13
            5.2  Corporate Seal.........................................................    13
            5.3  Waiver of Notice.......................................................    13
            5.4  Voting of Securities...................................................    13
            5.5  Evidence of Authority..................................................    13
            5.6  Certificate of Incorporation...........................................    14
            5.7  Transactions with Interested Parties...................................    14
            5.8  Severability...........................................................    14
            5.9  Pronouns...............................................................    14

ARTICLE 6 - Amendments..................................................................    15
            6.1  By the Board of Directors..............................................    15
            6.2  By the Stockholders....................................................    15
</TABLE>

                                     -iii-
<PAGE>

                                    BYLAWS

                                      OF

                              PC CONNECTION, INC.


                             ARTICLE 1 - Stockholders
                             ------------------------

     1.1       Place of Meetings. All meetings of stockholders shall be held at
               -----------------
such place within or without the State of Delaware as may be designated from
time to time by the Chairman of the Board (or, if there be no Chairman of the
Board, the Vice Chairman of the Board, or if there be no Chairman and no Vice
Chairman of the Board, the Board of Directors) or, if not so designated, at the
registered office of the corporation.

     1.2       Annual Meeting.  The annual meeting of stockholders for the
               --------------
election of directors and for the transaction of such other business as may
properly be brought before the meeting shall be held on a date to be fixed by
the Chairman of the Board (or, if there be no Chairman of the Board, the Vice
Chairman of the Board, or if there be no Chairman and no Vice Chairman of the
Board, the Board of Directors) (which date shall not be a legal holiday in the
place where the meeting is to be held) at the time and place to be fixed by the
Chairman of the Board (or, if there be no Chairman of the Board, the Vice
Chairman of the Board, or if there be no Chairman and no Vice Chairman of the
Board, the Board of Directors) and stated in the notice of the meeting. If no
annual meeting is held in accordance with the foregoing provisions, the Chairman
of the Board, Vice Chairman of the Board or the Board of Directors shall cause
the meeting to be held as soon thereafter as convenient. If no annual meeting is
held in accordance with the foregoing provisions, a special meeting may be held
in lieu of the annual meeting, and any action taken at that special meeting
shall have the same effect as if it had been taken at the annual meeting, and in
such case all references in these Bylaws to the annual meeting of the
stockholders shall be deemed to refer to such special meeting.

     1.3       Special Meetings.  Special meetings of stockholders may be
               ----------------
called at any time by the Chairman of the Board (or, if there be no Chairman of
the Board, the Vice Chairman of the Board), by the Board of Directors or by the
holders of forty percent (40%) or more of the shares of the capital stock of the
corporation issued and outstanding and entitled to vote at such meeting.
Business transacted at any special meeting of stockholders shall be limited to
matters relating to the purpose or purposes stated in the notice of meeting.

     1.4       Notice of Meetings.  Except as otherwise provided by law, written
               ------------------
notice of each meeting of stockholders, whether annual or special, shall be
given not less than

                                      -1-
<PAGE>

10 nor more than 60 days before the date of the meeting to each stockholder
entitled to vote at such meeting. The notices of all meetings shall state the
place, date and hour of the meeting. The notice of a special meeting shall
state, in addition, the purpose or purposes for which the meeting is called. If
mailed, notice is given when deposited in the United States mail, postage
prepaid, directed to the stockholder at her/his address as it appears on the
records of the corporation.

     1.5       Voting List.  The officer who has charge of the stock ledger of
               -----------
the corporation shall prepare, at least 10 days before every meeting of
stockholders, a complete list of the stockholders entitled to vote at the
meeting, arranged in alphabetical order, and showing the address of each
stockholder and the number of shares registered in the name of each stockholder.
Such list shall be open to the examination of any stockholder, for any purpose
germane to the meeting, during ordinary business hours, for a period of at least
10 days prior to the meeting, at a place within the city where the meeting is to
be held.  The list shall also be produced and kept at the time and place of the
meeting during the whole time of the meeting, and may be inspected by any
stockholder who is present.

     1.6       Quorum.  Except as otherwise provided by law, the Certificate of
               ------
Incorporation or these Bylaws, the holders of a majority of the shares of the
capital stock of the corporation issued and outstanding and entitled to vote at
the meeting, present in person or represented by proxy, shall constitute a
quorum for the transaction of business.

     1.7       Adjournments.  Any meeting of stockholders may be adjourned to
               ------------
any other time and to any other place at which a meeting of stockholders may be
held under these Bylaws by the stockholders present or represented at the
meeting and entitled to vote, although less than a quorum, or, if no stockholder
is present, by any officer entitled to preside at or to act as Secretary of such
meeting. It shall not be necessary to notify any stockholder of any adjournment
of less than 30 days if the time and place of the adjourned meeting are
announced at the meeting at which adjournment is taken, unless after the
adjournment a new record date is fixed for the adjourned meeting. At the
adjourned meeting, the corporation may transact any business which might have
been transacted at the original meeting.

     1.8       Voting and Proxies.  Each stockholder shall have one vote for
               ------------------
each share of stock entitled to vote held of record by such stockholder and a
proportionate vote for each fractional share so held, unless otherwise provided
in the Certificate of Incorporation.  Each stockholder of record entitled to
vote at a meeting of stockholders, or to express consent or dissent to corporate
action in writing without a meeting, may vote or express such consent or dissent
in person or may authorize another person or persons to vote or act for her/him
by written proxy executed by the stockholder or

                                      -2-
<PAGE>

her/his authorized agent and delivered to the Secretary of the corporation. No
such proxy shall be voted or acted upon after three years from the date of its
execution, unless the proxy expressly provides for a longer period.

     1.9       Action at Meeting.  When a quorum is present at any meeting, the
               -----------------
holders of shares of stock representing a majority of the votes cast on a matter
(or if there are two or more classes of stock entitled to vote as separate
classes, then in the case of each such class, the holders of shares of stock of
that class representing a majority of the votes cast on a matter) shall decide
any matter to be voted upon by the stockholders at such meeting, except when a
different vote is required by express provision of law, the Certificate of
Incorporation or these Bylaws.  When a quorum is present at any meeting, any
election by stockholders shall be determined by a plurality of the votes cast on
the election.

     1.10      Action without Meeting.  Any action required or permitted to be
               ----------------------
taken at any annual or special meeting of stockholders of the corporation may be
taken without a meeting, without prior notice and without a vote, if a consent
in writing, setting forth the action so taken, is signed by the holders of
outstanding stock having not less than the minimum number of votes that would be
necessary to authorize or take such action at a meeting at which all shares
entitled to vote on such action were present and voted. Prompt notice of the
taking of corporate action without a meeting by less than unanimous written
consent shall be given to those stockholders who have not consented in writing.

     1.11      Nomination of Directors.  Only persons who are nominated in
               -----------------------
accordance with the following procedures shall be eligible for election as
directors. Nomination for election to the Board of Directors of the Corporation
at a meeting of stockholders may be made by the Board of Directors or by any
stockholder of the Corporation entitled to vote for the election of directors at
such meeting who complies with the notice procedures set forth in this Section
1.11. Such nominations, other than those made by or on behalf of the Board of
Directors or by or on behalf of the holders of forty percent (40%) or more of
the shares of the capital stock of the corporation issued and outstanding and
entitled to vote with respect to the election of directors, shall be made by
notice in writing delivered or mailed by first class United States mail, postage
prepaid, to the Secretary of the Corporation, and received not less than 60 days
nor more than 90 days prior to such meeting; provided, however, that if less
than 70 days' notice or prior public disclosure of the date of the meeting is
given or made to stockholders, such nomination shall have been mailed or
delivered to the Secretary not later than the close of business on the 10th day
following the date on which the notice of the meeting was mailed or public
disclosure was made, whichever occurs first. Such notice shall set forth (a) as
to each proposed nominee (i) the name, age, business address and, if known,
residence address of each such nominee, (ii) the principal occupation or

                                      -3-
<PAGE>

employment of each such nominee, (iii) the number of shares of stock of the
Corporation which are beneficially owned by each such nominee, and (iv) any
other information concerning the nominee that must be disclosed as to nominees
in proxy solicitations pursuant to Regulation 14A under the Securities Exchange
Act of 1934, as amended (including such person's written consent to be named as
a nominee and to serve as a director if elected); (b) as to the stockholder or
stockholders giving the notice (i) the name and address, as they appear on the
Corporation's books, of such stockholder or stockholders, and (ii) the class and
number of shares of the Corporation which are beneficially owned by such
stockholder or stockholders; and (c) as to the beneficial owner or owners, if
any, on whose behalf the nomination is made, (i) the name and address of such
person or persons and (ii) the class and number of shares of the Corporation
which are beneficially owned by such person or persons.

     The officer presiding at a meeting of stockholders may, if the facts
warrant, determine and declare to the meeting that a nomination was not made in
accordance with the foregoing procedure, and if s/he should so determine, s/he
shall so declare to the meeting and the defective nomination shall be
disregarded.

     Nothing in the foregoing provision shall obligate the Corporation or the
Board of Directors to include in any proxy statement or other stockholder
communication distributed on behalf of the Corporation or the Board of Directors
information with respect to any nominee for directors submitted by a
stockholder.

     1.12      Notice of Business at Meetings.  At a meeting of the
               ------------------------------
stockholders, only such business shall be conducted as shall have been (a)
specified in the notice of meeting (or any supplement thereto), (b) brought
before the meeting by or at the direction of the Board of Directors or the
holders of forty percent (40%) or more of the shares of the capital stock of the
corporation issued and outstanding and entitled to vote with respect to such
matter, or (c) otherwise properly brought before the meeting by a stockholder.
For business to be properly brought before an annual meeting by a stockholder
who holds or stockholders who hold less than forty percent (40%) of the shares
of capital stock of the corporation issued and outstanding and entitled to vote
with respect to such matter, if such business relates to the election of
directors of the Corporation, the procedures in Section 1.11 must be complied
with. For business to be properly brought before a special meeting by a
stockholder who holds or stockholders who hold less than forty percent (40%) of
the shares of capital stock of the corporation issued and outstanding and
entitled to vote with respect to such matter, and for business other than the
election of directors to be properly brought before an annual meeting by a
stockholder who holds or stockholders who hold less than forty percent (40%) of
the shares of capital stock of the corporation issued and outstanding and
entitled to vote with respect to such matter, such stockholder or stockholders
must have given timely notice thereof in writing to the Secretary of the
Corporation. To be timely,

                                      -4-
<PAGE>

a stockholder's notice must be delivered to or mailed and received at the
principal executive offices of the Corporation not less than 60 days nor more
than 90 days prior to the meeting; provided, however, that if less than 70 days'
notice or prior public disclosure of the date of the meeting is given or made to
stockholders, notice by the stockholder or stockholders to be timely must be
delivered or mailed to the Secretary not later than the close of business on the
10th day following the date on which the notice of the meeting was mailed or
public disclosure was made, whichever occurs first. A stockholder's notice to
the Secretary shall set forth as to each matter the stockholder proposes to
bring before the meeting (a) a brief description of the business desired to be
brought before the meeting and the reasons for conducting such business at the
meeting, (b) the name and address, as they appear on the Corporation's books, of
the stockholder or stockholders proposing such business, and the name and
address of the beneficial owner or owners, if any, on whose behalf the proposal
is made, (c) the class and number of shares of the Corporation which are
beneficially owned by such stockholder or stockholders and such person or
persons, if any, and (d) any material interest of the stockholder or
stockholders, and such person or persons, if any, in such business.
Notwithstanding anything in these bylaws to the contrary, no business shall be
conducted at any meeting of stockholders except in accordance with the
procedures set forth in this Section 1.12 and except that any stockholder
proposal which complies with Rule 14a-8 of the proxy rules (or any successor
provision) promulgated under the Securities Exchange Act of 1934, as amended,
and is to be included in the Corporation's proxy statement for an annual meeting
of stockholders shall be deemed to comply with the requirements of this Section
1.12.

     The officer presiding at a meeting of stockholders shall, if the facts
warrant, determine and declare to the meeting that business was not properly
brought before the meeting in accordance with the provisions of this Section 10,
and if s/he should so determine, s/he shall do declare to the meeting that any
such business not properly brought before the meeting shall not be transacted.

                            ARTICLE 2  - Directors
                            ----------------------

     2.1       General Powers.  The business and affairs of the corporation
               --------------
shall be managed by or under the direction of a Board of Directors, who may
exercise all of the powers of the corporation except as otherwise provided by
law or the Certificate of Incorporation. In the event of a vacancy in the Board
of Directors, the remaining directors, except as otherwise provided by law, may
exercise the powers of the full Board until the vacancy is filled.

     2.2       Number; Election and Qualification.  The number of directors
               ----------------------------------
which shall constitute the whole Board of Directors shall be determined by
resolution of the stockholders or the Board of Directors, but in no event shall
be less than one nor more

                                      -5-
<PAGE>

than seven. The number of directors may be decreased at any time and from time
to time either by the stockholders or by a majority of the directors then in
office, but only to eliminate vacancies existing by reason of the death,
resignation, removal or expiration of the term of one or more directors. The
directors shall be elected at the annual meeting of stockholders by such
stockholders as have the right to vote on such election. Directors need not be
stockholders of the corporation.

     2.3       Enlargement of the Board.  Subject to Section 2.2, the number of
               ------------------------
directors may be increased at any time and from time to time by the stockholders
or by a majority of the directors then in office.

     2.4       Tenure.  Each director shall hold office until the next annual
               ------
meeting and until her/his successor is elected and qualified, or until her/his
earlier death, resignation or removal.

     2.5       Vacancies.  Unless and until filled by the stockholders, any
               ---------
vacancy in the Board of Directors, however occurring, including a vacancy
resulting from an enlargement of the Board, may be filled by vote of a majority
of the directors then in office, although less than a quorum, or by a sole
remaining director. A director elected to fill a vacancy shall be elected for
the unexpired term of her/his predecessor in office, and a director chosen to
fill a position resulting from an increase in the number of directors shall hold
office until the next annual meeting of stockholders and until her/his successor
is elected and qualified, or until her/his earlier death, resignation or
removal.

     2.6       Resignation.  Any director may resign by delivering her/his
               -----------
written resignation to the corporation at its principal office or to the Chief
Executive Officer or Secretary. Such resignation shall be effective upon receipt
unless it is specified to be effective at some other time or upon the happening
of some other event.

     2.7       Regular Meetings.  Regular meetings of the Board of Directors
               ----------------
may be held without notice at such time and place, either within or without the
State of Delaware, as shall be determined from time to time by the Board of
Directors; provided that any director who is absent when such a determination is
made shall be given notice of the determination. A regular meeting of the Board
of Directors may be held without notice immediately after and at the same place
as the annual meeting of stockholders.

     2.8       Special Meetings.  Special meetings of the Board of Directors
               ----------------
may be held at any time and place, within or without the State of Delaware,
designated in a call by the Chairman of the Board, Vice Chairman of the Board,
Chief Executive Officer, two or more directors, or by one director in the event
that there is only a single director in office.

                                      -6-
<PAGE>

     2.9       Notice of Special Meetings.  Notice of any special meeting of
               --------------------------
directors shall be given to each director by the Secretary or by the officer or
one of the directors calling the meeting.  Notice shall be duly given to each
director (i) by giving notice to such director in person, by e-mail or by
telephone at least 48 hours in advance of the meeting, (ii) by sending a
telegram or telex, or delivering written notice by hand, to her/his last known
business or home address at least 48 hours in advance of the meeting, or (iii)
by mailing written notice to her/his last known business or home address at
least 72 hours in advance of the meeting.  A notice or waiver of notice of a
meeting of the Board of Directors need not specify the purposes of the meeting.

     2.10      Meetings by Telephone Conference Calls.  Directors or any
               --------------------------------------
members of any committee designated by the directors may participate in a
meeting of the Board of Directors or such committee by means of conference
telephone or similar communications equipment by means of which all persons
participating in the meeting can hear each other, and participation by such
means shall constitute presence in person at such meeting.

     2.11      Quorum.  A majority of the total number of the whole Board of
               ------
Directors shall constitute a quorum at all meetings of the Board of Directors.
In the event one or more of the directors shall be disqualified to vote at any
meeting, then the required quorum shall be reduced by one for each such director
so disqualified; provided, however, that in no case shall less than one-third
(1/3) of the number so fixed constitute a quorum.  In the absence of a quorum at
any such meeting, a majority of the directors present may adjourn the meeting
from time to time without further notice other than announcement at the meeting,
until a quorum shall be present.

     2.12      Action at Meeting.  At any meeting of the Board of Directors at
               -----------------
which a quorum is present, the vote of a majority of those present shall be
sufficient to take any action, unless a different vote is specified by law, the
Certificate of Incorporation or these Bylaws.

     2.13      Action by Consent.  Any action required or permitted to be
               -----------------
taken at any meeting of the Board of Directors or of any committee of the Board
of Directors may be taken without a meeting, if all members of the Board or
committee, as the case may be, consent to the action in writing, and the written
consents are filed with the minutes of proceedings of the Board or committee.

     2.14      Removal.  Except as otherwise provided by the General
               -------
Corporation Law of Delaware, any one or more or all of the directors may be
removed, with or without cause, by the holders of a majority of the shares then
entitled to vote at an election of directors, except that the directors elected
by the holders of a particular class or series of

                                      -7-
<PAGE>

stock may be removed without cause only by vote of the holders of a majority of
the outstanding shares of such class or series.

     2.15 Committees.  The Board of Directors may designate one or more
          ----------
committees, each committee to consist of one or more of the directors of the
corporation.  The Board may designate one or more directors as alternate members
of any committee, who may replace any absent or disqualified member at any
meeting of the committee.  In the absence or disqualification of a member of a
committee, the member or members of the committee present at any meeting and not
disqualified from voting, whether or not s/he or they constitute a quorum, may
unanimously appoint another member of the Board of Directors to act at the
meeting in the place of any such absent or disqualified member.  Any such
committee, to the extent provided in the resolution of the Board of Directors
and subject to the provisions of the General Corporation Law of the State of
Delaware, shall have and may exercise all the powers and authority of the Board
of Directors in the management of the business and affairs of the corporation
(with regard to the business of such committee) and may authorize the seal of
the corporation to be affixed to all papers which may require it.  Each  such
committee shall keep minutes and make such reports as the Board of Directors may
from time to time request.  Except as the Board of Directors may otherwise
determine, any committee may make rules for the conduct of its business, but
unless otherwise provided by the directors or in such rules, its business shall
be conducted as nearly as possible in the same manner as is provided in these
By-laws for the Board of Directors.

     2.16 Compensation of Directors.  Directors may be paid such compensation
          -------------------------
for their services and such reimbursement for expenses of attendance at meetings
as the Board of Directors may from time to time determine.  No such payment
shall preclude any director from serving the corporation or any of its parent or
subsidiary corporations in any other capacity and receiving compensation for
such service.

                             ARTICLE 3 - Officers
                             --------------------

     3.1  Enumeration.  The officers of the corporation shall consist of a Chief
          -----------
Executive Officer, President, a Secretary, a Treasurer and such other officers
with such other titles as the Board of Directors shall determine, including a
Chairman of the Board, a Vice-Chairman of the Board, and one or more Vice
Presidents, Assistant Treasurers, and Assistant Secretaries.  The Board of
Directors may appoint such other officers as it may deem appropriate.

     3.2  Election.  The Chief Executive Officer, President, Treasurer and
          --------
Secretary shall be elected annually by the Board of Directors at its first
meeting following the annual meeting of stockholders.  Other officers may be
appointed by the Board of Directors at such meeting or at any other meeting.

                                      -8-
<PAGE>

     3.3  Qualification.  No officer need be a stockholder.  Any two or more
          -------------
offices may be held by the same person.

     3.4  Tenure.  Except as otherwise provided by law, by the Certificate of
          ------
Incorporation or by these Bylaws, each officer shall hold office until her/his
successor is elected and qualified, unless a different term is specified in the
vote choosing or appointing her/him, or until her/his earlier death, resignation
or removal.

     3.5  Resignation and Removal.  Any officer may resign by delivering her/his
          -----------------------
written resignation to the corporation at its principal office or to the Chief
Executive Officer or Secretary.  Such resignation shall be effective upon
receipt unless it is specified to be effective at some other time or upon the
happening of some other event.

     Any officer may be removed at any time, with or without cause, by vote of a
majority of the entire number of directors then in office.

     Except as the Board of Directors may otherwise determine, no officer who
resigns or is removed shall have any right to any compensation as an officer for
any period following her/his resignation or removal, or any right to damages on
account of such removal, whether her/his compensation be by the month or by the
year or otherwise, unless such compensation is expressly provided in a duly
authorized written agreement with the corporation.

     3.6  Vacancies.  The Board of Directors may fill any vacancy occurring in
          ---------
any office for any reason and may, in its discretion, leave unfilled for such
period as it may determine any offices other than those of Chief Executive
Officer, President, Treasurer and Secretary.  Each such successor shall hold
office for the unexpired term of her/his predecessor and until her/his successor
is elected and qualified, or until her/his earlier death, resignation or
removal.

     3.7  Chairman of the Board and Vice-Chairman of the Board.  The Board of
          ----------------------------------------------------
Directors may appoint a Chairman of the Board and may designate the Chairman of
the Board as Chief Executive Officer.  If the Board of Directors appoints a
Chairman of the Board, s/he shall perform such duties and possess such powers as
are assigned to her/him by these Bylaws or by the Board of Directors.  If the
Board of Directors appoints a Vice-Chairman of the Board, s/he shall, in the
absence or disability of the Chairman of the Board, perform the duties and
exercise the powers of the Chairman of the Board and shall perform such other
duties and possess such other powers as are assigned to her/him by these Bylaws
or as may from time to time be vested in her/him by the Board of Directors.

                                      -9-
<PAGE>

     3.8  Chief Executive Officer.  The Chief Executive Officer shall, subject
          -----------------------
to the direction of the Board of Directors, have general charge and supervision
of the business of the corporation.  Unless there shall be a Chairman or Vice
Chairman of the Board or unless otherwise provided by the Board of Directors,
(i) s/he shall preside at all meetings of the stockholders and, (ii) if s/he is
a director, at all meetings of the Board of Directors.  The Chief Executive
Officer shall perform such other duties and shall have such other powers as are
assigned to her/him by these Bylaws or as the Board of Directors may from time
to time prescribe.

     3.9  President.  The President shall perform such duties and possess such
          ---------
powers as the Board of Directors or the Chief Executive Officer may from time to
time prescribe.  In the event of the inability or refusal to act of the Chief
Executive Officer, the President shall perform the duties of the Chief Executive
Officer (subject to the direction of the Board of Directors) and when so
performing shall have all of the powers of and be subject to all of the
restrictions upon the Chief Executive Officer.

     3.10 Vice Presidents.  Any Vice President shall perform such duties and
          ---------------
possess such powers as the Board of Directors or the Chief Executive Officer may
from time to time prescribe.  The Board of Directors may assign to any Vice
President the title of Executive Vice President, Senior Vice President or any
other title selected by the Board of Directors.

     3.11 Secretary and Assistant Secretaries.  The Secretary shall perform such
          -----------------------------------
duties and shall have such powers as the Board of Directors or the Chief
Executive Officer may from time to time prescribe.  In addition, the Secretary
shall perform such duties and have such powers as are incident to the office of
the secretary, including without limitation the duty and power to give notices
of all meetings of stockholders and special meetings of the Board of Directors,
to attend all meetings of stockholders and the Board of Directors and keep a
record of the proceedings, to maintain a stock ledger and prepare lists of
stockholders and their addresses as required, to be custodian of corporate
records and the corporate seal and to affix and attest to the same on documents.

     Any Assistant Secretary shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Secretary may from
time to time prescribe.  In the event of the absence, inability or refusal to
act of the Secretary, the Assistant Secretary, (or if there shall be more than
one, the Assistant Secretaries in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Secretary.

                                      -10-
<PAGE>

     In the absence of the Secretary or any Assistant Secretary at any meeting
of stockholders or directors, the person presiding at the meeting shall
designate a temporary secretary to keep a record of the meeting.

     3.12 Treasurer and Assistant Treasurers.  The Treasurer shall perform such
          ----------------------------------
duties and shall have such powers as may from time to time be assigned to
her/him by the Board of Directors or the Chief Executive Officer.  In addition,
the Treasurer shall perform such duties and have such powers as are incident to
the office of treasurer, including without limitation the duty and power to keep
and be responsible for all funds and securities of the corporation, to deposit
funds of the corporation in depositories selected in accordance with these By-
laws, to disburse such funds as ordered by the Board of Directors, to make
proper accounts of such funds, and to render as required by the Board of
Directors statements of all such transactions and of the financial condition of
the corporation.

     The Assistant Treasurers shall perform such duties and possess such powers
as the Board of Directors, the Chief Executive Officer or the Treasurer may from
time to time prescribe.  In the event of the absence, inability or refusal to
act of the Treasurer, the Assistant Treasurer, (or if there shall be more than
one, the Assistant Treasurers in the order determined by the Board of
Directors) shall perform the duties and exercise the powers of the Treasurer.

     3.13 Salaries.  Officers of the corporation shall be entitled to such
          --------
salaries, compensation or reimbursement as shall be fixed or allowed from time
to time by the Board of Directors.

                           ARTICLE 4 - Capital Stock
                           -------------------------

     4.1  Issuance of Stock.  Unless otherwise voted by the stockholders and
          -----------------
subject to the provisions of the Certificate of Incorporation (including without
limitation ARTICLE FOURTH, Section B), the whole or any part of any unissued
balance of the authorized capital stock of the corporation or the whole or any
part of any unissued balance of the authorized capital stock of the corporation
held in its treasury may be issued, sold, transferred or otherwise disposed of
by vote of the Board of Directors in such manner, for such consideration and on
such terms as the Board of Directors may determine.

     4.2  Certificates of Stock.  Every holder of stock of the corporation shall
          ---------------------
be entitled to have a certificate, in such form as may be prescribed by law and
by the Board of Directors, certifying the number and class of shares owned by
her/him in the corporation.  Each such certificate shall be signed by, or in the
name of the corporation by, the Chairman or Vice-Chairman, if any, of the Board
of Directors, or the Chief

                                      -11-
<PAGE>

Executive Officer, and the Treasurer or the Secretary of the corporation. Any or
all of the signatures on the certificate may be a facsimile.

     Each certificate for shares of stock which are subject to any restriction
on transfer pursuant to the Certificate of Incorporation, the Bylaws, applicable
securities laws or any agreement among any number of shareholders or among such
holders and the corporation shall have conspicuously noted on the face or back
of the certificate either the full text of the restriction or a statement of the
existence of such restriction.

     If the corporation shall be authorized to issue more than one class of
stock or more than one series of any class, the powers, designations,
preferences and relative, participating, optional or other special rights of
each class of stock or series thereof and the qualifications, limitations or
restrictions of such preferences and/or rights shall be set forth in full or
summarized on the face or back of each certificate representing shares of such
class or series of stock, provided that in lieu of the foregoing requirements
there may be set forth on the face or back of each certificate representing
shares of such class or series of stock a statement that the corporation will
furnish without charge to each stockholder who so requests a copy of the full
text of the powers, designations, preferences and relative, participating,
optional or other special rights of each class of stock or series thereof and
the qualifications, limitations or restrictions of such preferences and/or
rights.

     4.3  Transfers.  Except as otherwise established by rules and regulations
          ---------
adopted by the Board of Directors, and subject to applicable law, shares of
stock may be transferred on the books of the corporation by the surrender to the
corporation or its transfer agent of the certificate representing such shares
properly endorsed or accompanied by a written assignment or power of attorney
properly executed, and with such proof of authority or the authenticity of
signature as the corporation or its transfer agent may reasonably require.
Except as may be otherwise required by law, by the Certificate of Incorporation
or by these By-laws, the corporation shall be entitled to treat the record
holder of stock as shown on its books as the owner of such stock for all
purposes, including the payment of dividends and the right to vote with respect
to such stock, regardless of any transfer, pledge or other disposition of such
stock until the shares have been transferred on the books of the corporation in
accordance with the requirements of these Bylaws.

     4.4  Lost, Stolen or Destroyed Certificates.  The corporation may issue a
          --------------------------------------
new certificate of stock in place of any previously issued certificate alleged
to have been lost, stolen, or destroyed, upon such terms and conditions as the
Board of Directors may prescribe, including the presentation of reasonable
evidence of such loss, theft or destruction and the giving of such indemnity as
the Board of Directors may require for the protection of the corporation or any
transfer agent or registrar.

                                      -12-
<PAGE>

     4.5  Record Date.  The Board of Directors may fix in advance a date as a
          -----------
record date for the determination of the stockholders entitled to notice of or
to vote at any meeting of stockholders or to express consent (or dissent) to
corporate action in writing without a meeting, or entitled to receive payment of
any dividend or other distribution or allotment of any rights in respect of any
change, conversion or exchange of stock, or for the purpose of any other lawful
action.  Such record date shall not be more than 60 nor less than 10 days before
the date of such meeting, nor more than 10 days after the date of adoption of a
record date for a written consent without a meeting, nor more than 60 days prior
to any other action to which such record date relates.

     If no record date is fixed, the record date for determining stockholders
entitled to notice of or to vote at a meeting of stockholders shall be at the
close of business on the day before the day on which notice is given, or, if
notice is waived, at the close of business on the day before the day on which
the meeting is held.  The record date for determining stockholders entitled to
express consent to corporate action in writing without a meeting, when no prior
action by the Board of Directors is necessary, shall be the day on which the
first written consent is properly delivered to the corporation.  The record date
for determining stockholders for any other purpose shall be at the close of
business on the day on which the Board of Directors adopts the resolution
relating to such purpose.

     A determination of stockholders of record entitled to notice of or to vote
at a meeting of stockholders shall apply to any adjournment of the meeting;
provided, however, that the Board of Directors may fix a new record date for the
adjourned meeting.

                        ARTICLE 5 - General Provisions
                        ------------------------------

     5.1  Fiscal Year.  Except as from time to time otherwise designated by the
          -----------
Board of Directors, the fiscal year of the corporation shall begin on the first
day of January in each year and end on the last day of December in each year.

     5.2  Corporate Seal.  The corporate seal shall be in such form as shall be
          --------------
approved by the Board of Directors.

     5.3  Waiver of Notice.  Whenever any notice whatsoever is required to be
          ----------------
given by law, by the Certificate of Incorporation or by these Bylaws, a waiver
of such notice either in writing signed by the person entitled to such notice or
such person's duly authorized attorney, or by telegraph, cable or any other
available method, whether before, at or after the time stated in such waiver, or
the appearance of such person or persons at such meeting in person or by proxy,
shall be deemed equivalent to such notice.

                                      -13-
<PAGE>

     5.4  Voting of Securities.  Except as the directors may otherwise
          --------------------
designate, the Chief Executive Officer or Treasurer may waive notice of, and act
as, or appoint any person or persons to act as, proxy or attorney-in-fact for
this corporation (with or without power of substitution) at, any meeting of
stockholders or shareholders of any other corporation or organization, the
securities of which may be held by this corporation.

     5.5  Evidence of Authority.  A certificate by the Secretary, or an
          ---------------------
Assistant Secretary, or a temporary Secretary, as to any action taken by the
stockholders, directors, a committee or any officer or representative of the
corporation shall as to all persons who rely on the certificate in good faith be
conclusive evidence of such action.

     5.6  Certificate of Incorporation.  All references in these By-laws to the
          ----------------------------
Certificate of Incorporation shall be deemed to refer to the Certificate of
Incorporation of the corporation, as amended and in effect from time to time.

     5.7  Transactions with Interested Parties.  No contract or transaction
          ------------------------------------
between the corporation and one or more of the directors or officers, or between
the corporation and any other corporation, partnership, association, or other
organization in which one or more of the directors or officers are directors or
officers, or have a financial interest, shall be void or voidable solely for
this reason, or solely because the director or officer is present at or
participates in the meeting of the Board of Directors or a committee of the
Board of Directors which authorizes the contract or transaction or solely
because her/his or their votes are counted for such purpose, if:

     (1) The material facts as to her/his relationship or interest and as to the
contract or transaction are disclosed or are known to the Board of Directors or
the committee, and the Board or committee in good faith authorizes the contract
or transaction by the affirmative votes of a majority of the disinterested
directors, even though the disinterested directors be less than a quorum;

     (2) The material facts as to her/his relationship or interest and as to the
contract or transaction are disclosed or are known to the stockholders entitled
to vote thereon, and the contract or transaction is specifically approved in
good faith by vote of the stockholders; or

     (3) The contract or transaction is fair as to the corporation as of the
time it is authorized, approved or ratified, by the Board of Directors, a
committee of the Board of Directors, or the stockholders.

                                      -14-
<PAGE>

     Common or interested directors may be counted in determining the presence
of a quorum at a meeting of the Board of Directors or of a committee which
authorizes the contract or transaction.

     5.8   Severability.  Any determination that any provision of these Bylaws
           ------------
is for any reason inapplicable, illegal or ineffective shall not affect or
invalidate any other provision of these Bylaws.

     5.9   Pronouns.  All pronouns used in these Bylaws shall be deemed to refer
           --------
to the masculine, feminine or neuter, singular or plural, as the identity of the
person or persons may require.


                            ARTICLE 6 - Amendments
                            ----------------------

     6.1   By the Board of Directors.  These Bylaws may be altered, amended or
           -------------------------
repealed or new bylaws may be adopted by the affirmative vote of all of the
directors then in office at any regular or special meeting of the Board of
Directors.

     6.2   By the Stockholders.  These Bylaws may be altered, amended or
           -------------------
repealed or new bylaws may be adopted by the affirmative vote of the holders of
a majority of the shares of the capital stock of the corporation issued and
outstanding and entitled to vote at any regular meeting of stockholders, or at
any special meeting of stockholders, provided notice of such alteration,
amendment, repeal or adoption of new bylaws shall have been stated in the notice
of such special meeting.

                                      -15-

<PAGE>

                         News from PC Connection, Inc.
                         -----------------------------
 730 Milford Road, Merrimack, NH 03054 * 603-423-2000 * www.pcconnection.com


For more       Tracey Turner
Information    VP, Corporate Communications      For Immediate Release
                                                 ---------------------
contact:       (603) 423-2163
               [email protected]
               ------------------------

                 PC Connection Forms Holding Company Structure

               New Corporate Structure Will Support Growth Plans



Merrimack, NH--January 3, 2000 ---- PC Connection, Inc. (NASDAQ: PCCC), a
leading direct marketer of business computing solutions (www.pcconnection.com),
                                                         --------------------
today announced a new holding company structure to support PC Connection's
future growth and plans to expand its current business lines through internal
growth and potential acquisitions.

Under this structure a new holding company, named PC Connection, Inc., will own
three subsidiaries: PC Connection Sales Corp., Merrimack Services Corp., and
ComTeq Federal, Inc. PC Connection Sales Corp. consists of the predecessor
company's direct marketing and product procurement functions, which operate
under the PC Connection(R) and MacConnection(R) brands. Merrimack Services Corp.
functions as an outsource services organization providing technical, finance,
customer service, human resources and other service functions to the holding
company and its subsidiaries. ComTeq Federal will continue to focus on providing
high-end networking and computer products and support services to Federal
Government agencies.

Outstanding shares of common stock representing interests in PC Connection prior
to the holding company formation will be converted into shares of the new
holding company, on a one for one basis through a non-taxable transaction.
Common stock shares of the new holding company will be listed on the Nasdaq
National Market under the symbol "PCCC", the same exchange and symbol used by
the predecessor company. The new shares will hold the same voting power that
shares of the predecessor company held. No additional capital stock was issued
as part of the transaction. The directors and officers of the predecessor
company will serve as the directors and officers of the new holding company.

Patricia Gallup, Chairman and Chief Executive Officer of PC Connection, Inc.,
said, "PC Connection became an industry leader by successfully executing our
plan for rapid internal growth over the past 18 years. The new structure is
designed to give our company a greater flexibility for future growth."

                                   -more-
<PAGE>

PC Connection, Inc.                                                      Page 2



PC Connection, Inc. is a leading direct marketer of business computing
solutions. The company offers over 50,000 brand-name products through its staff
of technically trained corporate account managers and catalog telesales
representatives, its comprehensive web sites at www.pcconnection.com and
www.macconnection.com, and its catalogs PC Connection (1-800-800-5555) and
MacConnection (1-800-800-2222). Through its full-service Distribution and
Custom-Configuration Center, the company can deliver custom-configured computer
systems overnight. In recognition of its role as a critical link between
manufacturers of computer products and end users of these products, PC
Connection was the only computer reseller on the 1999 list of the "Top 100
Technology Companies that are Changing the World" which appeared in PC Magazine.
In addition, PC Connection has won PC World magazine's prestigious "World Class
Award" eight times over the past ten years, including 1999.

- -------------------------------------------------------------------------------
This press release contains forward-looking statements that involve a number of
risks and uncertainties. For this purpose, any statements contained herein that
are not statements of historical fact may be deemed to be forward-looking
statements. Without limiting the foregoing, the words, "believes",
"anticipates", "plans", "expects", "intends", and similar expressions are
intended to identify forward-looking statements. Important factors that could
cause actual results to differ materially from the expectations described in
these forward-looking statements are set forth under the caption "Factors That
May Affect Future Results and Financial Condition" in the Company's 1998 Annual
Report Quarterly Report on Form 10-Q which is on file with the Securities and
Exchange Commission and incorporated herein by reference. These important
factors include risks as to PC Connection's ability to grow in the future,
exposure to inventory obsolescence and reliance on third-party vendors.
- -------------------------------------------------------------------------------

                                     # # #


- ------------------ COMPARISON OF HEADERS ------------------


- -HEADER 1-
News from PC Connection, Inc.
730 Milford Road, Merrimack, NH 03054 * 603-423-2000 * www.pcconnection.com


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