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As filed with the Securities and Exchange Commission on June 27, 2000
Registration No. 333-___________
________________________________________________________________________________
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
PC CONNECTION, INC.
(Exact name of registrant as specified in its charter)
Delaware 02-0513618
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
Route 101A, 730 Milford Road, Merrimack, New Hampshire 03054
(Address of Principal Executive Offices) (Zip Code)
1997 Amended and Restated Stock Incentive Plan
(Full title of the plan)
Patricia Gallup
Chairman of the Board and
Chief Executive Officer
PC Connection, Inc.
Route 101A
730 Milford Road
Merrimack, New Hampshire 03054
(Name and address of agent for service)
(603) 423-2000
(Telephone number, including area code, of agent for service)
________________________________________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration
share price fee
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<S> <C> <C> <C> <C>
Common Stock, 600,000 $48.82 $29,292,000 $7,733
$0.01 par value
-----------------------------------------------------------------------------------------------------------
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
Nasdaq National Market on June 23, 2000 in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933.
________________________________________________________________________________
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
"This Registration Statement on Form S-8 is being filed to reflect an
increase to the Company's 1997 Stock Incentive Plan, as amended and restated of
600,000 shares of Common Stock, $0.01 par value per share."
The information required by Part I is included in documents sent or
given to participants in the Registrant's 1997 Amended and Restated Stock
Incentive Plan pursuant to Rule 428(b)(1) of the Securities Act of 1933, as
amended (the "Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Statement of Incorporation by Reference
Except for Item 3 and Item 6, as described below, this Registration
Statement on Form S-8 incorporates by reference the contents of the Registration
Statement on Form S-8, File No. 333-50847, filed by the Registrant on April 23,
1998, relating to the Registrant's 1997 Stock Incentive Plan, as amended, and
the contents of the Registration Statement on Form S-8, File No. 333-83943,
filed by the Registrant on July 28, 1999, relating to the Registrant's 1997
Stock Incentive Plan, as amended and restated.
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the annual report
or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $0.01 par
value per share (the "Common Stock"), contained in the Registration
Statement on Form 8-A filed under the Exchange Act, including any amendment
or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of
a post-effective amendment which indicates that all shares of Common Stock
offered hereby have been sold or which deregisters all shares of Common Stock
then remaining unsold, shall be deemed to be incorporated by reference herein
and to be part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated or deemed to be incorporated by
reference herein shall be deemed to be modified or superseded for purposes of
this Registration Statement to the extent that a statement contained herein or
in any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this Registration Statement.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law, as amended,
provides that a corporation may indemnify any person who was or is a party or is
threatened to be made a party to any threatened, pending or completed action,
suit or proceeding, whether civil, criminal, administrative or investigative
(other than an action by or in the right of the corporation) by reason of the
fact that he is or was a director, officer, employee or agent of the
corporation, or is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful.
Section 145 further provides that a corporation similarly may indemnify any
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person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that he is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the corporation as a director, officer, employee or
agent of another corporation, partnership, joint venture, trust or other
enterprise, against expenses (including attorneys' fees) actually and reasonably
incurred by him in connection with the defense or settlement of such action or
suit if he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the corporation, except that no
indemnification shall be made in respect of any claim, issue or matter as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Delaware Court of Chancery or the court
in which such action or suit was brought shall determine upon application that,
despite an adjudication of liability but in view of all the circumstances of the
case, such person is fairly and reasonably entitled to indemnity for such
expenses which the Court of Chancery or such other court shall deem proper.
Article SEVENTH of the Registrant's Amended and Restated Certificate
of Incorporation (the "Certificate") provides that, except to the extent that
the General Corporation Law of Delaware prohibits the elimination or limitation
of liability of directors for breaches of fiduciary duty, no director of the
Registrant shall be personally liable to the Registrant of its stockholders for
monetary damages for any breach of fiduciary duty as a director, notwithstanding
any provision of law imposing such liability.
Article EIGHTH of the Certificate provides that the Registrant shall
indemnify each person who was or is a party or is threatened to be made a party
to any threatened, pending or completed action, suit or proceeding, whether
civil, criminal, administrative or investigative (other than an action by or in
the right of the Registrant), by reason of his or her position (an
"Indemnitee"), or by reason of any action alleged to have been taken or omitted
in such capacity, against all expenses, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him or her or on his or her
behalf in connection with such action, suit or proceeding and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant, and,
with respect to any criminal action or proceeding, had no reasonable cause to
believe his or her conduct was unlawful.
Article EIGHTH of the Certificate provides that the Registrant shall
indemnify any Indemnitee who was or is a party or is threatened to be made a
party to any threatened, pending or completed action or suit by or in the right
of the Registrant to procure a judgment in its favor by reason of Indemnitee's
position or by reason of any action alleged to have been taken or omitted in
such capacity, against all expenses and, to the extent permitted by law amounts
paid in settlement actually and reasonably incurred by him or her on his or her
behalf in connection with such action, suit or proceeding, and any appeal
therefrom, if he or she acted in good faith and in a manner he or she reasonably
believed to be in, or not opposed to, the best interests of the Registrant.
As permitted by Section 145, the Registrant has purchased a general
liability insurance policy which covers certain liabilities of directors and
officers of the Registrant arising out of claims based on acts or omissions in
their capacity as directors or officers and for which they are not indemnified
by the Registrant.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Merrimack, New Hampshire, on the twenty-sixth day of
June, 2000.
PC CONNECTION, INC.
By /s/ Patricia Gallup
--------------------------------
Patricia Gallup
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup and Mark Gavin, and each of them
singly, our true and lawful attorneys with full power to them, and each of them
singly, to sign for us and in our names in the capacities indicated below, the
Registration Statement on Form S-8 filed herewith and any and all subsequent
amendments to said Registration Statement, and generally to do all such things
in our names and behalf in our capacities as officers and directors to enable PC
Connection, Inc. to comply with all requirements of the Securities and Exchange
Commission, hereby ratifying and confirming our signatures as they may be signed
by said attorneys, or any of them, to said Registration Statement and any and
all amendments thereto.
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed below by the following persons in the capacities and on the date
indicated.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ Patricia Gallup
---------------------------------- Chairman of the Board and Chief June 26, 2000
Patricia Gallup Executive Officer
(principal executive officer)
/s/ Mark Gavin
---------------------------------- Chief Financial Officer (principal June 26, 2000
Mark Gavin financial and accounting officer)
/s/ David Hall
---------------------------------- Vice Chairman of the Board June 26, 2000
David Hall
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ David Beffa-Negrini
---------------------------------- Director June 26, 2000
David Beffa-Negrini
/s/ Martin C. Murrer
---------------------------------- Director June 26, 2000
Martin C. Murrer
/s/ Peter J. Baxter
---------------------------------- Director June 26, 2000
Peter J. Baxter
</TABLE>
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Exhibit Index
-------------
Exhibit
Number Description
------ -----------
4.1(1) Amended and Restated Certificate of Incorporation of the
Registrant
4.2(2) By-Laws of the Registrant
5.1 Opinion of Hale and Dorr LLP
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1)
23.2 Consent of Deloitte & Touche LLP
24 Power of Attorney (included in the signature page of this
Registration Statement)
_______________________
(1) Incorporated herein by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-41171).
(2) Incorporated herein by reference to Exhibit 3.4 to the Registrant's
Registration Statement on Form S-1 (File No. 333-41171).
