<PAGE>
As filed with the Securities and Exchange Commission on October 10, 1995
Registration Statement No. 33-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8 REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
COMPUCOM SYSTEMS, INC.
----------------------
(Exact name of registrant as specified in its charter)
Delaware 38-2363156
-------- ----------
(State of Incorporation) (I.R.S. Employer Identification No.)
10100 North Central Expressway, Dallas, TX 75231
------------------------------------------------
(Address of principal executive offices, including zip code)
STOCK OPTION PLAN FOR DIRECTORS and JOHNSON INDIVIDUAL OPTION AGREEMENT
-----------------------------------------------------------------------
(Full title of the plan)
James A. Ounsworth, Esq.
800 The Safeguard Building
435 Devon Park Drive
Wayne, PA 19087-1945
--------------------
(Name and Address of Agent for Service)
(610) 293-0600
--------------
(Telephone Number of Agent for Service)
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price per offering registration
registered registered share (1) price(1) fee(1)
- ------------------- ------------ ---------- ------------ ---------------
<S> <C> <C> <C> <C>
Common Stock 10,000 @ $4.75 $ 47,500 $ 16.38
$.01 par value 20,000 @ $5.75 $115,000 $ 39.66
80,000 @ $6.125 $490,000 $168.97
</TABLE>
(1) Calculated pursuant to Rule 457(c) and 457(h). As to shares subject to
outstanding but unexercised options, the fee is computed based upon the
prices at which the options may be exercised. As to the remaining shares,
the fee is computed based upon the average of the high and low prices for
a share of Common Stock of the registrant on October 5, 1995 as reported
on the NASDAQ System for National Market Issues.
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
---------------------------------------
The following documents are incorporated by reference in this Registration
Statement:
(a) The Company's Annual Report on Form 10-K for the year ended December
31, 1994 filed with the Securities and Exchange Commission (the "Commission")
pursuant to Section 13(a) of the Securities Exchange Act of 1934 (the "Exchange
Act");
(b) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1995 and June 30, 1995 filed with the Commission pursuant to Section
13(a) of the Exchange Act; and
(c) The description of the Common Stock of the Company contained in the
Company's Registration Statement on Form 8-B filed on June 21, 1989 with the
Commission pursuant to Section 12 of the Exchange Act.
All reports and other documents filed by the Company pursuant to Sections
13(a), 13(c), 14 or 15(d) of the Exchange Act after the date of this
Registration Statement but prior to the filing of a post-effective amendment
which indicates that all securities offered have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be a part hereof from the date of filing of each such
report or other document.
Item 4. DESCRIPTION OF SECURITIES.
-------------------------
Not Applicable
Item 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
--------------------------------------
The validity of the issuance of the shares of Common Stock offered hereby has
been passed upon for the Company by James A. Ounsworth, Esquire, 800 The
Safeguard Building, 435 Devon Park Drive, Wayne, PA 19087-1945. Mr. Ounsworth is
Vice President and General Counsel of Safeguard Scientifics, Inc. Mr. Ounsworth
holds 9,750 shares of Common Stock and options to purchase 111,000 shares of
Common Stock of Safeguard Scientifics, Inc. Safeguard Scientifics (Delaware),
Inc., a wholly owned subsidiary of Safeguard Scientifics, Inc., beneficially
owns 21,463,184 shares of Common Stock of the registrant, representing
approximately 62.3% of the registrant's outstanding shares of Common Stock, and
2,000,000 shares of Series B Preferred Stock, which is convertible into
2,954,209 shares of Common Stock and upon conversion would increase Safeguard's
ownership to approximately 65.3% of the registrant's outstanding shares of
Common Stock.
Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
-----------------------------------------
Section 145(a) of the Delaware General Corporation Law (the "GCL") empowers a
corporation to 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 or she is
or was a director, officer, employee or agent of the corporation, or is or was
serving at the request of the
<PAGE>
corporation as a director, officer, employee or agent of another corporation or
enterprise, against expenses (including attorneys' fees), judgments, fines and
amounts paid in settlement actually and reasonably incurred by him or her in
connection with such action, suit or proceeding if such person 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 corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his or her conduct was
unlawful.
Section 145(b) of the GCL empowers a corporation to indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that such person acted in any of the
capacities set forth above, against such expenses actually and reasonably
incurred by him or her in connection with the defense or settlement of such
action or suit if he or she acted under similar standards, except that no
indemnification may be made in respect of any claim, issue or matters as to
which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the Court of Chancery or the court in which
such action or suit was brought shall determine upon application that, despite
the adjudication of liability but in view of all the circumstances of the case,
such person is fairly and reasonably entitled to indemnification for such
expenses which the court shall deem proper.
Section 145(c) of the GCL further provides that, to the extent a director,
officer, employee or agent of a corporation has been successful on the merits or
otherwise in the defense of any action, suit or proceeding referred to above or
in the defense of any claim, issue or matter therein, he or she shall be
indemnified against expenses (including attorneys' fees) actually and reasonably
incurred by him or her in connection therewith.
Section 145(f) of the GCL provides that the statutory provisions on
indemnification are not exclusive of indemnification provided pursuant to, among
other things, the certificate of incorporation, by-laws or indemnification
agreements. The certificate of incorporation and by-laws of the Company provide
for mandatory indemnification to the full extent permitted by law, as described
above. In addition, the certificate of incorporation and by-laws provide
expanded rights to indemnification beyond the indemnification expressly
authorized by the GCL in that indemnification is expressly authorized against
penalties and punitive damages, as well as against judgments and amounts paid in
settlement of derivative suits.
The by-laws of the Company provide for indemnification of its directors and
officers to the full extent authorized by law, and the Company maintains
directors' and officers' liability insurance.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED.
-----------------------------------
Not Applicable
Item 8. EXHIBITS.
--------
The following is a list of exhibits required by Item 601 of Regulation S-K
filed as part of this Registration Statement.
4(a) Certificate of Incorporation (1)(Exhibit B)
4(b) Certificate of Amendment of the Certificate of Incorporation(2)
(Exhibit 3(b))
<PAGE>
4(c) Certificate of Amendment of the Certificate of Incorporation filed on
November 30, 1992 (3)(Exhibit 4(c))
4(d) Certificate of Amendment of the Certificate of Incorporation filed on
July 1, 1993 (3)(Exhibit 4(d))
4(e) Certificate of Designation dated March 31, 1994 establishing Series B
Cumulative Convertible Preferred Stock (4)(Exhibit 4(i))
4(f) By-Laws, as revised April 1, 1991 (2)(Exhibit 3(c))
4(g) Stock Option Plan for Directors
4(h) Form of Stock Option Agreement
4(i) Stock Option Agreement dated July 21, 1995 between CompuCom Systems,
Inc. and Delbert W. Johnson
5 Opinion of James A. Ounsworth, Esquire
23(a) Consent of Independent Auditors
23(b) Consent of Counsel -- included in opinion filed as Exhibit 5 hereto.
_____
(1) Filed on April 19, 1989 as an exhibit to the 1989 Annual Meeting Proxy
Statement and incorporated herein by reference.
(2) Filed on March 30, 1992 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(3) Filed on March 14, 1994 as an exhibit to the Registration Statement on
Form S-8 (No. 33-76382) and incorporated herein by reference.
(4) Filed on May 16, 1994 as an exhibit to the Quarterly Report on Form 10-Q
for the Quarter Ended March 31, 1994 (No. 0-14371) and incorporated
herein by reference.
Item 9. UNDERTAKINGS.
------------
1. UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(A).
--------------------------------------------------
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
<PAGE>
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
registration statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the registration statement
or any material change to such information in the registration statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3 or Form S-8, and the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the registrant pursuant
to Section 13 or Section 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to
be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
2. UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(b).
--------------------------------------------------
The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the registrant's annual report pursuant to section 13(a) or section 15(d) of
the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial bona fide offering
thereof.
3. UNDERTAKING REQUIRED BY REGULATION S-K ITEM 512(h).
--------------------------------------------------
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons
of the registrant pursuant to the foregoing provisions, or otherwise, the
registrant has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment
by the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against
public policy as expressed in the Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
----------
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Dallas, State of Texas, on September 29, 1995.
COMPUCOM SYSTEMS, INC.
By: /s/ Edward R. Anderson
----------------------
Edward R. Anderson
President and Chief Executive Officer
<PAGE>
Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated. EACH PERSON IN SO SIGNING, ALSO MAKES, CONSTITUTES AND
APPOINTS EDWARD R. ANDERSON AND ROBERT J. BOUTIN, AND EACH OF THEM, HIS TRUE AND
LAWFUL ATTORNEYS-IN-FACT, IN HIS NAME, PLACE, AND STEAD TO EXECUTE AND CAUSE TO
BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ANY AND ALL AMENDMENTS TO
THIS REGISTRATION STATEMENT.
Dated: Sept. 29, 1995 /s/ Edward R. Anderson
--------------------------------------------
Edward R. Anderson, President, Chief
Executive Officer and Director
(Principal Executive Officer)
Dated: Sept. 29, 1995 /s/ Robert J. Boutin
--------------------------------------------
Robert J. Boutin, Vice President-Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: Sept. 29, 1995 /s/ James W. Dixon
--------------------------------------------
James W. Dixon, Chairman of the Board
Dated: Sept. 28, 1995 /s/ Daniel F. Brown
--------------------------------------------
Daniel F. Brown, Director
Dated: Sept. 28, 1995 /s/ Michael J. Emmi
--------------------------------------------
Michael J. Emmi, Director
Dated: Sept. 28, 1995 /s/ Richard F. Ford
--------------------------------------------
Richard F. Ford, Director
Dated: Sept. 28, 1995 /s/ Delbert W. Johnson
--------------------------------------------
Delbert W. Johnson, Director
Dated: Sept. 18, 1995 /s/ John D. Loewenberg
--------------------------------------------
John D. Loewenberg, Director
Dated: Sept. 28, 1995 /s/ Ira M. Lubert
--------------------------------------------
Ira M. Lubert, Director
Dated: Sept. 28, 1995 /s/ Warren V. Musser
--------------------------------------------
Warren V. Musser, Director
Dated: Sept. 28, 1995 /s/ Edward N. Patrone
--------------------------------------------
Edward N. Patrone, Director
Dated: Sept. 28, 1995 /s/ Charles A. Root
--------------------------------------------
Charles A. Root, Director
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description of Exhibit
- ------ ----------------------
4(a) Certificate of Incorporation (1)(Exhibit B)
4(b) Certificate of Amendment of the Certificate of
Incorporation (2)(Exhibit 3(b))
4(c) Certificate of Amendment of the Certificate of
Incorporation filed on November 30, 1992
(3)(Exhibit 4(c))
4(d) Certificate of Amendment of the Certificate of
Incorporation filed on July 1, 1993 (3)
(Exhibit 4(d))
4(e) Certificate of Designation dated March 31, 1994
establishing Series B Cumulative Convertible
Preferred Stock (4)(Exhibit 4(i))
4(f) By-Laws, as revised April 1, 1991 (2)(Exhibit 3(c))
4(g) Stock Option Plan for Directors (5)
4(h) Form of Stock Option Agreement (5)
4(i) Stock Option Agreement dated July 21, 1995
between CompuCom Systems, Inc. and Delbert W.
Johnson (5)
5 Opinion of James A. Ounsworth, Esquire (5)
23(a) Consent of Independent Auditors (5)
23(b) Consent of Counsel -- included in opinion
filed as Exhibit 5 hereto (5)
(1) Filed on April 19, 1989 as an exhibit to the 1989 Annual Meeting Proxy
Statement and incorporated herein by reference.
(2) Filed on March 30, 1992 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(3) Filed on March 14, 1994 as an exhibit to the Registration Statement on
Form S-8 (No. 33-76382) and incorporated herein by reference.
(4) Filed on May 16, 1994 as an exhibit to the Quarterly Report on Form 10-
Q for the Quarter Ended March 31, 1994 (No. 0-14371) and incorporated
herein by reference.
(5) Filed herewith.
<PAGE>
EXHIBIT 4(g)
COMPUCOM SYSTEMS, INC.
STOCK OPTION PLAN FOR DIRECTORS
Section 1. Purpose.
--------
The purpose of the Plan is to promote the interests of the Corporation
and its stockholders by attracting and retaining highly qualified independent
directors with an investment interest in the future success of the Corporation.
Section 2. Definitions.
-----------
Unless the context clearly indicates otherwise, the following terms,
when used in the Plan, shall have the meanings set forth in this Section.
(a) "Board" shall mean the Board of Directors of the Corporation.
(b) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(c) "Corporation" shall mean CompuCom Systems, Inc., a Delaware
corporation.
(d) "Corporation's Affiliates" shall mean the Corporation's
consolidated subsidiaries, Safeguard Scientifics, Inc. ("Safeguard"), and any
consolidated subsidiary or affiliated partnership company of Safeguard. For
purposes of this definition, an affiliated partnership company of Safeguard
shall be defined as an entity controlled by Safeguard, directly or indirectly,
through one or more intermediaries or through management of any venture capital
fund.
(e) "Director" shall mean any member of the Board.
(f) "Fair Market Value" shall mean the closing price on the NASDAQ
National Market or any other national securities exchange on the date of grant.
(g) "Grantee" shall mean a person granted an Option under the Plan.
(h) "Eligible Directors" shall mean Directors who are not also
employees of the Corporation or the Corporation's Affiliates.
(i) "Options" shall mean options granted under the Plan.
(j) "Plan" shall mean this Stock Option Plan for Directors as set
forth herein and as amended from time to time.
(k) "Stock" shall mean shares of the common stock, $.01 par value,
of the Corporation.
<PAGE>
Section 3. Shares of Stock Subject to the Plan.
-----------------------------------
Subject to the provisions of Section 6, the Stock which may be issued
pursuant to Options granted under the Plan shall not exceed 100,000 shares in
the aggregate. Stock issuable upon the exercise of any Option may be authorized
but unissued shares or reacquired shares of Stock. Shares of Stock subject to an
Option which are not issued pursuant to the exercise of such Option shall be
available for subsequent issuance under the Plan.
Section 4. Grant of Options.
----------------
(a) Eligibility; Grant. Only Eligible Directors of the
------------------
Corporation shall receive Options under the Plan. Subject to the approval of the
Plan by the stockholders of the Corporation and to the availability of Stock
issuable under the Plan pursuant to Section 3 hereof, each Eligible Director who
was elected to office on or after May 26, 1994, shall receive, and upon
election, any Eligible Director who has not theretofore been a Director of the
Corporation shall receive, an Option under the Plan to purchase 10,000 shares of
Stock (the "Initial Grant"). Thereafter additional Options under the Plan to
purchase 2,000 shares of Stock (the "Service Grants") shall be granted on May
26, 1996 to each Eligible Director elected to the Board on or before May 26,
1994 and to each other Eligible Director elected to the Board after May 26, 1994
on the second anniversary of his or her election as a Director. Thereafter, each
Eligible Director will receive an additional Service Grant at the end of every
two years' service following the initial Service Grant, provided, however, that
the maximum number of shares of Stock subject to Options which may be granted to
an Eligible Director under the Plan shall not exceed 20,000 shares of Stock. The
Initial Grant and the Service Grants shall be subject to the availability of
Stock issuable under the Plan pursuant to Section 3 hereof, shall be subject to
adjustment as provided in Section 6 hereof, and shall not be subject to the
discretion of any person or persons.
(b) Exercise Price. The exercise price of each share of Stock
--------------
subject to an Option shall equal the Fair Market Value of a share of Stock on
the date such Option is granted. In the event the anniversary of an Eligible
Director's election shall fall on a Saturday, Sunday or holiday, the exercise
price of each share of Stock subject to such Option shall equal the Fair Market
Value of a share of Stock on the last trading day immediately preceding such
date.
(c) Term; Exercise. Each Option shall have a term of ten years
--------------
from the date of Option grant. Each Initial Grant and Service Grant shall become
exercisable in four equal installments of a whole number of shares of Stock on
the first, second, third and fourth anniversaries of the date of grant of such
Option.
Section 5. Exercise of Options.
-------------------
Upon the exercise of any Option, the Grantee shall pay the exercise
price of the shares of Stock being purchased (a) in cash or its equivalent; (b)
in Stock previously acquired by the Grantee, provided that if such Stock was
acquired through exercise of an ISO, such Stock has been held by the Grantee for
a period of not less than the holding period described in section 422(a)(1) of
the Internal Revenue Code of 1986, as amended (the "Code"), on the date of
exercise, or if such Stock was acquired through exercise of an NQSO or of an
option under a similar plan, such Stock has been held by the Grantee for a
period of more than one year on the date of exercise, and further provided that
the Grantee shall not have tendered Stock in payment of the exercise price of
any other Option under the Plan or any other stock option plan of the
Corporation within six calendar months of the date of exercise; (c) in any
<PAGE>
combination of (a) and (b) above; or (d) by delivering a properly executed
notice of exercise of the Option to the Corporation and a broker, with
irrevocable instructions to the broker to deliver to the Corporation on the
settlement date the amount of sale proceeds necessary to pay the exercise price
of the Option. In the event the Option price is paid, in whole or in part, with
Stock, the portion of the Option price so paid shall be equal to the "fair
market value" on the date of tender of the Stock so tendered in payment of such
Option price.
The number of shares of Stock which are issued pursuant to the exercise
of an Option shall be charged against the maximum limitation on shares of Stock
set forth in Section 3 hereof.
Section 6. Certain Corporate Changes.
-------------------------
(a) Stock Splits, Etc.. In the event of any change in the number
------------------
or class of shares of Stock outstanding by reason of a stock dividend, stock
split, subdivision or combination of shares, the number and class of shares of
Stock subject to the Plan and to Options granted or to be granted under the
Plan, and the exercise price of each outstanding Option, shall be
proportionately adjusted (rounded to the nearest whole number of shares).
(b) Corporate Reorganizations. In the event that the Corporation
-------------------------
is to be dissolved or liquidated, or the Corporation is a party to a merger or
consolidation with another corporation in which the Corporation will not be the
surviving entity or in which the outstanding shares of Stock will be converted
into cash, securities or other property, or in the event that the Corporation is
a party to a reorganization, then upon exercise of the Options, the holder
thereof shall be entitled only to receive for the exercise price thereof the
amount of cash, securities or other property into or for which one share of
Stock was converted or exchanged multiplied by the number of shares of Stock
subject to such Option.
Section 7. Termination of Directorship.
---------------------------
Upon the Grantee ceasing to be an Eligible Director of the Corporation
for any reason other than as a result of (i) the employment of such person by
the Corporation or the Corporation's Affiliates (ii) the Grantee's death, or
(iii) the Grantee's retirement after age 65, such Grantee's Options shall be
terminated six months after such Grantee's so ceasing to be an Eligible
Director, provided, however, that in no event shall the period extend beyond the
expiration of the Option term. In no event shall any Option be exercisable for
more than the maximum number of shares of Stock that the Grantee was entitled to
purchase at the date of the Grantee's so ceasing to be an Eligible Director.
Upon the Grantee ceasing to be an Eligible Director as a result of the
employment of such person by the Corporation or the Corporation's affiliates or
as a result of the retirement of the Grantee after age 65, such Grantee shall
retain the right to exercise the installments of his or her Options in
accordance with the terms of this Plan, whether or not such installments were
exercisable as of the date the Eligible Director became an employee or retired,
provided, however, that the Options and the exercise of installments with
respect thereto shall be subject to the same restrictions set forth in the first
and third paragraphs of this Section 7 as if the Grantee had been an Eligible
Director upon the occurrence of any of the events described therein.
Upon the Grantee ceasing to be an Eligible Director as a result of
death, the period during which such Grantee's estate or the person or persons
who acquired the right to exercise such Option by bequest or inheritance, may
exercise any outstanding installments of such Grantee's Options
<PAGE>
which were exercisable as of the date of such death shall not exceed one year
from the date of death, provided, however, that in no event shall the period
extend beyond the expiration of the Option term. In no event shall any Option be
exercisable for more than the maximum number of shares of Stock that the Grantee
was entitled to purchase at the date of death.
Section 8. General Provisions.
------------------
(a) Each Option grant shall be evidenced by a written instrument
containing terms and conditions consistent with the Plan.
(b) No Grantee, and no beneficiary or other persons claiming under or
through the Grantee, shall have any right, title or interest by reason of any
Option to any particular assets of the Corporation, or any shares of Stock
allocated or reserved for the purposes of the Plan or subject to any Option
except as set forth herein. The Corporation shall not be required to establish
any fund or make any other segregation of assets to assure the payment of any
Option.
(c) No right under the Plan shall be subject to anticipation, sale,
assignment, pledge, encumbrance, or charge except by will or the laws of descent
and distribution, and an Option shall be exercisable during the Grantee's
lifetime only by the Grantee. Subject to the provisions of Section 7 hereof, in
the event of a Grantee's death, his Options may be exercised by the Grantee's
legal representatives.
(d) Notwithstanding any other provision of the Plan or agreements made
pursuant hereto, the Corporation shall not be required to issue or deliver any
certificate for shares of Stock under this Plan prior to fulfillment of all of
the following conditions:
(1) Any registration or other qualification of such shares under
any state or federal law or regulation, or other qualification which
the Board shall, upon the advice of counsel, deem necessary or
advisable;
(2) The obtaining of any other required consent, approval or
permit from any state or federal governmental agency; and
(3) The execution by the Grantee (or the Grantee's legal
representative) of such written representation that counsel for the
Corporation shall advise is necessary or advisable to the effect that
the shares of Stock then being purchased are being purchased for
investment with no present intention of reselling or otherwise
disposing of such shares in any manner which may result in a violation
of the Securities Act of 1933, as amended, and the placement upon
certificates for such shares of an appropriate legend in connection
therewith.
(e) In no event shall the Corporation be required to issue a
fractional share hereunder.
Section 9. Effective Date; Termination and Amendment.
-----------------------------------------
The Plan became effective on May 26, 1994, the date of its adoption by
the Board, subject to the approval of the Corporation's stockholders at its 1995
Annual Meeting.
<PAGE>
The Board may terminate the Plan or make such modifications or
amendments to the Plan as it shall deem advisable, provided, however, that the
Board may not, without the affirmative vote of the holders of a majority of the
outstanding shares present, or represented and entitled to vote on such issues,
at a meeting held in accordance with Delaware law or, alternatively, without the
written consent of the holders of a majority of the outstanding shares entitled
to vote on such issues: (a) change the number of shares for which Options may be
granted under the Plan in the aggregate or to any Grantee (except as provided in
Section 6 hereof) or (b) make any other material amendment to the Plan,
provided, however, that no stockholder approval shall be required for an
amendment or modification pursuant to Section 9(b) if Rule 16b-3, or any
successor provision promulgated pursuant to Section 16 of the Securities
Exchange Act of 1934 does not require stockholder approval.
<PAGE>
EXHIBIT 4(h)
COMPUCOM SYSTEMS, INC.
STOCK OPTION AGREEMENT
UNDER THE STOCK OPTION PLAN FOR DIRECTORS
CompuCom Systems, Inc., a Delaware corporation, (the "Corporation"), hereby
grants to _____________ (the "Optionee") an Option (the "Option") as defined in
and pursuant to the Stock Option Plan for Directors (the "Plan") to purchase
10,000 shares of the common stock of the Corporation (the "Option Shares"), par
value of $0.01 per share (the "Common Stock"), at the price of $_________ per
share.
ADDITIONAL PROVISIONS
---------------------
1. Non-Transferability of Option. The Option granted hereby shall not
-----------------------------
be transferable by the Optionee except by will or the laws of descent and
distribution, shall be exercisable during his lifetime only by him, and after
his death only as set forth in the Plan and herein, and shall in all other
respects be subject to the terms, conditions and provisions of the Plan, all of
which shall be deemed to be incorporated herein by reference.
2. Stock Adjustments. In the event of any change in the number or
-----------------
class of shares of Common Stock outstanding by reason of a stock dividend, stock
split, subdivision or combination of shares, the number and class of shares of
Common Stock subject to the Plan and the Options granted hereunder, and the
exercise price of each outstanding Option, shall be proportionately adjusted
(rounded to the nearest whole number of shares).
In the event that the Corporation is to be dissolved or liquidated, or
the Corporation is a party to a merger or consolidation with another corporation
in which the Corporation will not be the surviving entity or in which the
outstanding shares of Common Stock will be converted into cash, securities or
other property, or in the event that the Corporation is a party to a
reorganization, then upon exercise of the Options granted hereunder, the
Optionee shall be entitled only to receive for the exercise price thereof, the
amount of cash, securities or other property into or for which one share of
Common Stock was converted or exchanged multiplied by the number of shares of
Common Stock subject to such Option.
3. Term of Option. The term of the Option shall be ten (10) years
--------------
from the date of this Agreement.
4. Exercise and Expiration of Option. The Option granted hereby
---------------------------------
shall be exercisable only as follows:
(a) An Option may be exercised by the Optionee only during the continuance
of the Optionee's service on the Board of Directors of the Corporation or in
accordance with the provisions of subparagraphs 4(d), (e) and (f) below. Once an
Option Share has become vested, the Optionee may exercise his or her Option with
respect to such number of Option Shares so vested as the Optionee may elect at
any time before the termination of the Option as set forth in this Agreement.
<PAGE>
(b) The Option granted hereby may not be exercised after the expiration of
the term thereof, as provided in Section 3 of this Agreement.
(c) The Option granted hereby shall be exercisable in part or in whole
during ten (10) years from the date of this Agreement in accordance with the
following vesting schedule:
Period Percentage Vested
------ -----------------
(d) If the Optionee's service as a director of the Corporation shall
terminate other than as a result of the employment of such Optionee by the
Corporation or the Corporation's Affiliates (as defined in the Plan), the
Optionee's death, or the Optionee's retirement after age 65, the Option granted
hereby shall be exercisable by the Optionee at any time within six months after
the date of such termination, to the extent the Option was exercisable by the
Optionee on the date of such termination, but in no event after the expiration
of the term of the Option. If the Option is not exercised as provided in this
paragraph (d), it shall expire and shall not thereafter be exercisable.
(e) If the Optionee's service as a director of the Corporation shall
terminate as a result of the employment of such Optionee by the Corporation or
the Corporation's Affiliates or the Optionee's retirement after age 65, such
Optionee shall retain the right to exercise the installments of his or her
Option in accordance with the terms of this Agreement, whether or not such
installments were exercisable as of the date the Optionee became an employee or
retired.
(f) If the Optionee's service on the Board of Directors of the Corporation
shall terminate by reason of the Optionee's death, the Option granted hereby
shall be exercisable by the Optionee's estate or the persons who acquired the
right to exercise such Option by bequest or inheritance, at any time within one
year after the date of such death to the extent the Option was exercisable by
the Optionee on the date of death; provided, however, that in no event shall any
Option be exercisable after the expiration of its term. If the Option is not
exercised as provided in this paragraph (f), it shall expire and shall not
thereafter be exercisable.
5. Notice of Exercise of Option and Payment for Shares. The Optionee
---------------------------------------------------
shall deliver to the Corporation written notice of his or her election to
exercise all or part of the Option granted hereby, which notice shall specify
the number of shares in respect to which the Option is to be exercised.
The Optionee shall pay the exercise price of the shares of Stock being
purchased (a) in cash or its equivalent; (b) in Stock previously acquired by the
Optionee, provided that if such Stock was acquired through exercise of an ISO,
such Stock has been held by the Optionee for a period of not less than the
holding period described in section 422(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), on the date of exercise, or if such Stock was
acquired through exercise of an NQSO or of an option under a similar plan, such
Stock has been held by the Optionee for a period of more than one year on the
date of exercise, and further provided that the Optionee shall not have tendered
Stock in payment of the exercise price of any other Option under the Plan or any
other stock option plan of the Corporation within six calendar months of the
date of exercise; (c) in any combination of (a) and (b) above; or (d) by
delivering a properly executed notice of exercise of the Option to the
Corporation and a broker, with irrevocable instructions to the broker to deliver
to the Corporation on the settlement date the amount of
<PAGE>
sale proceeds necessary to pay the exercise price of the Option. In the event
the Option price is paid, in whole or in part, with Stock, the portion of the
Option price so paid shall be equal to the "fair market value" on the date of
tender of the Stock so tendered in payment of such Option price.
Unless the Corporation has theretofore notified the Optionee that a
registration statement covering the shares to be acquired upon the exercise of
the Option has become effective under the 1933 Act and the Corporation has not
thereafter notified the Optionee that such registration is no longer effective,
it shall be a condition to any exercise of this Option that the Optionee
represent to the Corporation in writing at the time the Optionee exercises the
Option granted hereby that the Optionee (a) is acquiring the Option Shares for
the purpose of investment and not with a view to distribution and will not
dispose of such shares in any manner that would involve a violation of
applicable securities laws, (b) has been advised and understands that the Option
Shares have not been registered under the Securities Act of 1933, are
"restricted securities" within the meaning of Rule 144 under the Act, are
subject to restrictions on transfer and that the Corporation is under no
obligation to register the Option Shares under the Act or to take any action
which would make available to the Optionee any exemption from such registration,
and (c) understands that the certificates for such Option Shares shall bear an
appropriate legend restricting transfer in accordance with applicable securities
laws. This representation need not be made if the shares of the Common Stock
acquired through the exercise of the Option have been registered with the
Securities and Exchange Commission prior to the date of exercise.
6. Definitions. Except as otherwise defined in this Agreement, the
-----------
terms used in this Agreement shall have the meanings set forth in the Plan.
7. Governing Law. This Agreement shall be deemed to be made under
-------------
and shall be construed in accordance with the laws of the State of Delaware.
<PAGE>
8. Date of Agreement. This Agreement shall be dated the date of the
-----------------
granting of the Option hereunder.
Date: COMPUCOM SYSTEMS, INC.
By:
-----------------------------------------------
Edward R. Anderson
President and Chief Executive Officer
Accepted:
By:
-----------------------------------------------
Optionee
<PAGE>
EXHIBIT 4(I)
COMPUCOM SYSTEMS, INC.
NON-QUALIFIED STOCK OPTION AGREEMENT
CompuCom Systems, Inc., a Delaware corporation, (the "Corporation"), hereby
grants to Delbert W. Johnson (the "Optionee") an Option (the "Option") to
purchase 10,000 shares of the common stock of the Corporation (the "Option
Shares"), par value of $0.01 per share (the "Common Stock"), at the price of
$5.75 per share.
ADDITIONAL PROVISIONS
---------------------
1. Non-Transferability of Option. The Option granted hereby shall not be
-----------------------------
transferable by the Optionee except by will or the laws of descent and
distribution, shall be exercisable during his lifetime only by him, and after
his death only as set forth herein.
2. Stock Adjustments. In the event of any change in the number or class
-----------------
of shares of Common Stock outstanding by reason of a stock dividend, stock
split, subdivision or combination of shares, the number and class of shares of
Common Stock subject to the Option granted hereunder, and the exercise price of
each outstanding Option, shall be proportionately adjusted (rounded to the
nearest whole number of shares).
In the event that the Corporation is to be dissolved or liquidated, or
the Corporation is a party to a merger or consolidation with another corporation
in which the Corporation will not be the surviving entity or in which the
outstanding shares of Common Stock will be converted into cash, securities or
other property, or in the event that the Corporation is a party to a
reorganization, then upon exercise of the Options granted hereunder, the
Optionee shall be entitled only to receive for the exercise price thereof, the
amount of cash, securities or other property into or for which one share of
Common Stock was converted or exchanged multiplied by the number of shares of
Common Stock subject to such Option.
3. Term of Option. The term of the Option shall be ten (10) years from
--------------
the date of this Agreement.
4. Exercise and Expiration of Option. The Option granted hereby shall be
---------------------------------
exercisable only as follows:
(a) An Option may be exercised by the Optionee only during the continuance
of the Optionee's service on the Board of Directors of the Corporation or in
accordance with the provisions of subparagraphs 4(d), (e) and (f) below. Once an
Option Share has become vested, the Optionee may exercise his or her Option with
respect to such number of Option Shares so vested as the Optionee may elect at
any time before the termination of the Option as set forth in this Agreement.
(b) The Option granted hereby may not be exercised after the expiration of
the term thereof, as provided in Section 3 of this Agreement.
(c) The Option granted hereby shall be exercisable in part or in whole
during ten (10) years from the date of this Agreement in accordance with the
following vesting schedule:
<PAGE>
Period Percentage Vested
------ -----------------
On or before July 20, 1996 0%
July 21, 1996 to July 20, 1997 25%
July 21, 1997 to July 20, 1998 50%
July 21, 1998 to July 20, 1999 75%
On or after July 21, 1999 100%
(d) If the Optionee's service as a director of the Corporation shall
terminate other than as a result of the employment of such Optionee by the
Corporation, the Optionee's death, or the Optionee's retirement after age 65,
the Option granted hereby shall be exercisable by the Optionee at any time
within six months after the date of such termination, to the extent the Option
was exercisable by the Optionee on the date of such termination, but in no event
after the expiration of the term of the Option. If the Option is not exercised
as provided in this paragraph (d), it shall expire and shall not thereafter be
exercisable.
(e) If the Optionee's service as a director of the Corporation shall
terminate as a result of the employment of such Optionee by the Corporation or
the Optionee's retirement after age 65, such Optionee shall retain the right to
exercise the installments of his or her Option in accordance with the terms of
this Agreement, whether or not such installments were exercisable as of the date
the Optionee became an employee or retired.
(f) If the Optionee's service on the Board of Directors of the Corporation
shall terminate by reason of the Optionee's death, the Option granted hereby
shall be exercisable by the Optionee's estate or the persons who acquired the
right to exercise such Option by bequest or inheritance, at any time within one
year after the date of such death to the extent the Option was exercisable by
the Optionee on the date of death; provided, however, that in no event shall any
Option be exercisable after the expiration of its term. If the Option is not
exercised as provided in this paragraph (f), it shall expire and shall not
thereafter be exercisable.
5. Notice of Exercise of Option and Payment for Shares. The Optionee
---------------------------------------------------
shall deliver to the Corporation written notice of his or her election to
exercise all or part of the Option granted hereby, which notice shall specify
the number of shares in respect to which the Option is to be exercised.
The Optionee shall pay the exercise price of the shares of Stock being
purchased (a) in cash or its equivalent; (b) in Stock previously acquired by the
Optionee, provided that if such Stock was acquired through exercise of an ISO,
such Stock has been held by the Optionee for a period of not less than the
holding period described in section 422(a)(1) of the Internal Revenue Code of
1986, as amended (the "Code"), on the date of exercise, or if such Stock was
acquired through exercise of an NQSO or of an option under a similar plan, such
Stock has been held by the Optionee for a period of more than one year on the
date of exercise, and further provided that the Optionee shall not have tendered
Stock in payment of the exercise price of any other Option under this Agreement
or any other stock option plan of the Corporation within six calendar months of
the date of exercise; (c) in any combination of (a) and (b) above; or (d) by
delivering a properly executed notice of exercise of the Option to the
Corporation and a broker, with irrevocable instructions to the broker to deliver
to the Corporation on the settlement date the amount of sale proceeds necessary
to pay the exercise price of the Option. In the event the Option price is paid,
in whole or in part, with Stock, the portion of the Option price so paid shall
be equal to the "fair market value" on the date of tender of the Stock so
tendered in payment of such Option price.
<PAGE>
Unless the Corporation has theretofore notified the Optionee that a
registration statement covering the shares to be acquired upon the exercise of
the Option has become effective under the 1933 Act and the Corporation has not
thereafter notified the Optionee that such registration is no longer effective,
it shall be a condition to any exercise of this Option that the Optionee
represent to the Corporation in writing at the time the Optionee exercises the
Option granted hereby that the Optionee (a) is acquiring the Option Shares for
the purpose of investment and not with a view to distribution and will not
dispose of such shares in any manner that would involve a violation of
applicable securities laws, (b) has been advised and understands that the Option
Shares have not been registered under the Securities Act of 1933, are
"restricted securities" within the meaning of Rule 144 under the Act, are
subject to restrictions on transfer and that the Corporation is under no
obligation to register the Option Shares under the Act or to take any action
which would make available to the Optionee any exemption from such registration,
and (c) understands that the certificates for such Option Shares shall bear an
appropriate legend restricting transfer in accordance with applicable securities
laws. This representation need not be made if the shares of the Common Stock
acquired through the exercise of the Option have been registered with the
Securities and Exchange Commission prior to the date of exercise.
6. Governing Law. This Agreement shall be deemed to be made under
-------------
and shall be construed in accordance with the laws of the State of Delaware.
Date: July 21, 1995 COMPUCOM SYSTEMS, INC.
By:
-------------------------------------------
Edward R. Anderson
President and Chief Executive Officer
Accepted:
By:
-------------------------------------------
Delbert W. Johnson, Optionee
<PAGE>
EXHIBIT 5
September 28, 1995
CompuCom Systems, Inc.
10100 North Central Expressway
Dallas, TX 75231
Gentlemen:
I have acted as counsel to CompuCom Systems, Inc. (the "Company") in
connection with the preparation and filing with the Securities and Exchange
Commission of the Company's Registration Statement on Form S-8 under the
Securities Act of 1933 (the "Registration Statement") relating to an aggregate
of 110,000 shares of Common Stock of the Company, $.01 par value per share (the
"Shares"), issuable upon the exercise of options granted or to be granted under
the Company's Stock Option Plan for Directors (the "Directors' Plan") and upon
the exercise of options granted to Delbert W. Johnson ("Johnson Option").
In this connection, I have reviewed the Company's Certificate of
Incorporation, its By-Laws, resolutions of its Board of Directors and
stockholders, and such other documents and corporate records as I have deemed
appropriate in the circumstances. My opinion is limited solely to matters
governed by the laws of the State of Delaware and the Federal laws of the United
States of America.
Based upon the foregoing and consideration of such questions of law as I
have deemed relevant, I am of the opinion that the issuance of Shares by the
Company upon the exercise of stock options properly granted under the Directors'
Plan and the Johnson Option is duly and validly authorized by the necessary
corporate action of the Board of Directors and stockholders of the Company, and
such Shares will, upon exercise of such options and payment therefor in
accordance with the terms of the Directors' Plan and the Johnson Option, and
upon execution of stock certificates to be issued therefor by a duly authorized
officer of Chemical Mellon Shareholder Services, as transfer agent, be legally
issued, fully paid and nonassessable.
I consent to the use of this opinion as an exhibit to the Registration
Statement. This does not constitute a consent under Section 7 of the Securities
Act of 1933 since I have not certified any part of such Registration Statement
and do not otherwise come within the categories of persons whose consent is
required under Section 7 or the rules and regulations of the Securities and
Exchange Commission adopted thereunder.
<PAGE>
This opinion is rendered to you in connection with the above-referenced
Registration Statement and may be relied on by you only in connection therewith.
No other person may rely in this opinion. This opinion may not be quoted by you
or any other person without my prior written consent.
My rendering of this opinion to you does not obligate me to render any
further opinion to you or to update this opinion at any time in the future.
Very truly yours,
/s/ James A. Ounsworth
James A. Ounsworth
Vice President and General Counsel
<PAGE>
EXHIBIT 23(a)
INDEPENDENT AUDITORS' CONSENT
The Board of Directors
CompuCom Systems, Inc.
We consent to incorporation by reference in this Registration Statement of our
report dated February 8, 1995, relating to the consolidated balance sheets of
CompuCom Systems, Inc. and subsidiaries as of December 31, 1994 and 1993, and
the related consolidated statements of operations, stockholders' equity, and
cash flows, and related schedules for each of the years in the three-year period
ended December 31, 1994, which report is included or incorporated by reference
in the Annual Report on Form 10-K of CompuCom Systems, Inc. for the year ended
December 31, 1994.
KPMG Peat Marwick LLP
Dallas, Texas
October 9, 1995
