<PAGE>
As filed with the Securities and Exchange Commission on November 16, 1995
Registration No. 33-
______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------
COMPUCOM SYSTEMS, INC.
(Exact name of registrant as specified in its charter)
Delaware 38-2363156
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
10100 N. Central Expressway
Dallas, Texas 75231
(214) 265-3600
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)
Robert J. Boutin
Chief Financial Officer
CompuCom Systems, Inc.
10100 N. Central Expressway
Dallas, Texas 75231
(214) 265-3600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
N. Jeffrey Klauder, Esq.
Morgan, Lewis & Bockius LLP
2000 One Logan Square
Philadelphia, Pennsylvania 19103-6933
----------------------------
Approximate date of commencement of proposed sale to which this
Registration Statement relates: From time to time after this Registration
Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box. [x]
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
Proposed Proposed
maximum maximum
Title of each class Amount offering aggregate Amount of
of securities to be to be price offering registration
registered registered per share price fee
- --------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 330,295 $7.125/(1)/ $2,353,351.88 $470.67
value $.01 per share shares
- --------------------------------------------------------------------------------
</TABLE>
(1) Maximum offering price per share represents average of the high and low
prices for Common Stock of the Registrant, as reported on the NASDAQ National
Market System on November 14, 1995, consistent with Rule 457(c).
----------------------------
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
Information contained herein is subject to completion or amendment. A
registration statement relating to these securities has been filed with the
Securities and Exchange Commission. These securities may not be sold nor may
offers to buy be accepted prior to the time the post-effective amendment to the
registration statement becomes effective. This prospectus shall not constitute
an offer to sell or the solicitation of an offer to buy nor shall there be any
sale of these securities in any State in which such offer, solicitation or sale
would be unlawful prior to registration or qualification under the securities
laws of any such State.
++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++++
PROSPECTUS
330,295 Shares
COMPUCOM SYSTEMS, INC.
Common Stock
($.01 Par Value)
-------------------------------
This Prospectus relates to 330,295 shares (the "Shares") of common stock,
par value $.01 per share (the "Common Stock"), of CompuCom Systems, Inc., a
Delaware corporation (the "Company"). 325,595 Shares are being offered hereby
on behalf of Alfred Chong and Marisa Christie (f/k/a Merry Kadharmestan, a/k/a
Marisa Chong) and 4,700 Shares are being offered by Thomas J. Finn. The
foregoing individuals and their successors and assigns are hereinafter referred
to as the "Selling Stockholders." The Selling Stockholders acquired the Shares
from the Company in connection with the acquisition by the Company of all of the
issued and outstanding capital stock of International Micronet Systems, a
California corporation, in December, 1994.
All proceeds from any sales of the Shares by the Selling Stockholders
will inure to the benefit of the Selling Stockholders. The Company will receive
none of the proceeds from the sale of Shares which may be offered hereby. All
expenses of registration incurred in connection herewith are being borne by the
Company, but all selling and other expenses incurred by the Selling Stockholders
will be borne by the Selling Stockholders.
No Selling Stockholder has advised the Company of any specific plans for
the distribution of the Shares covered by this Prospectus, but it is anticipated
that the Shares will be sold from time to time primarily in transactions (which
may include block transactions) on the National Association of Securities
Dealers Automated Quotations ("NASDAQ") National Market System at the market
price then prevailing, although sales may also be made in negotiated
transactions or otherwise. The Selling Stockholders and the brokers and dealers
through whom sale of the Shares may be made may be deemed to be "underwriters"
within the meaning of the Securities Act of 1933, as amended, and their
commissions or discounts and other compensation may be regarded as underwriters'
compensation. See "Plan of Distribution."
The Common Stock is listed on the Nasdaq National Market under the symbol
"CMPC." On November 14, 1995, the last sale price of the Common Stock as
reported on the Nasdaq National Market was $6.75.
SEE "RISK FACTORS" BEGINNING ON PAGE 4 FOR A DISCUSSION OF CERTAIN
FACTORS THAT SHOULD BE CONSIDERED IN CONNECTION WITH AN INVESTMENT IN THE COMMON
STOCK OFFERED HEREBY.
-----------------------------
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------------
The date of this Prospectus is November 14, 1995.
<PAGE>
No person has been authorized to give any information or to make any
representations, other than those contained or incorporated by reference in this
Prospectus, in connection with the offering contained herein, and, if given or
made, such information and representations must not be relied upon as having
been authorized by the Company or the Selling Stockholders. This Prospectus does
not constitute an offer to sell or a solicitation of an offer to buy any of the
securities offered hereby in any jurisdiction to any person to whom it is
unlawful to make such offer in such jurisdiction. Neither the delivery of this
Prospectus nor any sale made hereunder shall under any circumstances create any
implication that there has been no change in the affairs of the Company since
the date hereof.
A registration statement on Form S-3 in respect of the Shares offered by
this Prospectus (the "Registration Statement") has been filed with the
Securities and Exchange Commission (the "Commission"), 450 Fifth Street, N.W.,
Washington, D.C. 20549, under the Securities Act of 1933, as amended (the
"Act"). This Prospectus does not contain all of the information contained in
such Registration Statement, certain portions of which have been omitted
herefrom pursuant to the rules and regulations of the Commission. Accordingly,
additional information concerning the Company and the Shares is included in the
Registration Statement, including the exhibits thereto, which may be inspected
at the public reference facilities of the Commission described below.
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934 (the "Exchange Act") and in accordance therewith
files reports and other information with the Commission. These reports, proxy
statements and other information may be inspected and copied at the public
reference facility maintained by the Commission at Room 1024, 450 Fifth Street,
N.W., Washington, D.C. 20549 and at its New York Regional Office, Seven World
Trade Center, New York, New York 10048, and its Chicago Regional Office,
Northwestern Atrium Center, 500 West Madison Street, Suite 1400, Chicago,
Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates.
INCORPORATION BY REFERENCE
The Company will provide without charge to each person to whom this
Prospectus is delivered a copy of any or all of such documents which are
incorporated herein by reference (other than exhibits to such documents unless
such exhibits are specifically incorporated by reference into the documents that
this Prospectus incorporates). Written or oral requests for copies should be
directed to Robert J. Boutin, Chief Financial Officer, CompuCom Systems, Inc.,
10100 N. Central Expressway, Dallas, Texas 75231, (214) 265-3600.
-2-
<PAGE>
THE COMPANY
The Company sells personal computer products and provides systems
integration services, including product configuration, field engineering,
network management, help desk services and network project management. The
Company has increased its net revenues and net earnings from 1990 through 1994
at compounded annual rates of 38% and 42%, respectively, in part through the
enhancement of its product and services capabilities.
The Company is an authorized dealer of major personal computer products
for a number of manufacturers, including Compaq Computer Corporation,
International Business Machines Corporation, Hewlett-Packard Company, Toshiba
America Information Systems, and Apple Computer, Inc. The Company also offers a
broad section of networking and related products, computer-related peripheral
equipment and a range of computer equipment and software from a number of
vendors, including 3Com Corporation, Digital Equipment Corporation, Intel
Corporation, Kingston Technologies, Lotus Development Corporation, Microsoft
Corporation, NEC Technologies, Inc., and Novell Corporation.
The Company provides a range of integration services from the Company's
offices and on-site at the customer's location. The Company's revenues from its
services business currently represent less than 10% of total revenues, although
such services business is an integral part of the Company's strategy to provide
customers with an "end-to-end" solution to their technology needs. The
Company's services business has increased primarily through internal growth
augmented by a series of strategic acquisitions. These acquisitions have
broadened the variety of network management platforms, increased remote network
monitoring capabilities and greatly expanded the Company's systems engineer
resources. From January 1, 1994 through June 30, 1995, the Company increased
the number of its services employees from approximately 530 to approximately
970.
Products and services are sold by a direct sales force of approximately
220 sales representatives. The Company maintains product distribution centers
in Woolwich, New Jersey and Stockton, California, and operates approximately 40
sales and services centers located in and servicing large metropolitan areas
nationwide. Services and support personnel are located at the two distribution
centers, at the Company's headquarters in Dallas, Texas, at various local sales
offices and at customer sites. The Company's distribution centers are highly
automated and employ advanced inventory management and order processing
technologies that allow the Company to configure personal computer products and
receive, process and ship customer orders accurately and efficiently.
Customer support, prompt delivery, product variety and availability, and
price are key elements in attracting new and retaining current customers. In
particular, knowledgeable, experienced sales and services personnel who
understand customer needs are important factors in the growth of the Company's
services business. The Company seeks to address these requirements by
continuing to expand its services and support organization, training sales and
services personnel, and developing its vendor relationships to provide a
customer driven product line at competitive prices. Also crucial to the
Company's continued success is the expansion of its integrated, comprehensive
information system that enables the Company to track and respond to its
customers' requirements more efficiently.
The Company's predecessor was incorporated in Michigan in 1981, and was
reincorporated in Delaware, and changed its name to CompuCom Systems, Inc., in
1989. The principal offices of the Company are located at 10100 N. Central
Expressway, Dallas, Texas 75231 and its telephone number at that address is
(214) 265-3600.
-3-
<PAGE>
RISK FACTORS
In evaluating the Company and its business, prospective investors should
consider carefully the following risk factors in addition to the other
information contained herein.
Competition. The Company is engaged in fields within the computer
industry characterized by a high level of competition. Many established
personal computer manufacturers (including many of the Company's own vendors),
systems integrators and other resellers of personal computer or networking
products compete with the Company in the configuration and distribution of
computer systems and equipment. In the highly fragmented computer services
area, the Company competes with several larger competitors, other corporate
resellers pursuing high-end services opportunities, as well as several smaller
computer services companies. Some of these competitors have financial,
technical, manufacturing, sales, marketing and other resources which are
substantially greater than those of the Company. In addition, the computer
products and services industry is characterized by intense price competition,
which may adversely affect the Company's results of operations. There can be no
assurance that the Company will be able to continue to compete successfully with
existing or new competitors.
Inventory Management. The personal computer industry is characterized by
rapid product improvement and technological change resulting in relatively short
product life cycles and rapid product obsolescence, which can place inventory at
considerable valuation risk. Certain of the Company's suppliers provide price
protection practices to the Company intended to reduce the risk of inventory
devaluation by absorbing temporary price reductions and long-term prices
declines associated with aging product life cycles. The Company also has the
option of returning a certain percentage of its current product inventories each
quarter to certain manufacturers as it assesses each product's current and
forecasted demand schedule. There can be no assurance, however, that suppliers
will continue such policies, that unforeseen new product developments will not
affect the Company adversely, or that the Company can successfully manage its
existing and future inventory.
Attraction and Retention of Technical Employees. The Company's services
business involves the delivery of professional services and is labor-intensive.
The success of the services business will depend in large part upon the
Company's ability to attract, develop, motivate and retain highly skilled
technical employees who are in particularly great demand and are likely to
remain a limited resource for the foreseeable future. Although the Company
expects to continue to be able to attract and retain sufficient numbers of
highly skilled technical employees and project managers for the foreseeable
future, there can be no assurance that the Company will be able to do so. The
inability to attract and hire additional technical personnel, or the loss of a
significant number of the Company's technical personnel, could have a material
adverse impact on the Company, including its ability to secure and retain
customers.
Management of Growth. The Company's significant growth during the past
several years has resulted in increased responsibilities for both existing and
new management personnel. In addition, the Company is in the process of
expanding its focus to emphasize growth in the service integration business.
There can be no assurance that the Company will be successful in managing its
expansion, and the failure to do so could adversely affect the Company's
financial position and results of operations.
Product Supply. The fields within the computer industry in which the
Company competes continue to experience significant product supply shortages and
customer order backlogs due to the inability of certain manufacturers to supply
certain products on a timely basis. In addition, certain vendors have initiated
new channels of distribution that increase competition for the available product
supply. There can be no assurance that vendors will be able to maintain an
adequate supply of products to fulfill the Company's customer orders on a timely
basis. Failure to obtain adequate product supplies could have a material
adverse effect on the Company's results of operations.
-4-
<PAGE>
Dependence on Major Vendors. A substantial portion of the Company's
revenues are derived from sales of computer systems, including Compaq, IBM and
HP personal computer products. During 1994, sales of Compaq and IBM personal
computer products each accounted for at least 20% of the Company's 1994 net
revenues while sales of HP products accounted for approximately 11% of 1994 net
revenues. The Company's agreements with these vendors contain provisions
providing for periodic renewals and that permit termination by the vendor
without cause, generally upon 30 to 90 days' notice, depending on the vendor.
In addition, the Company's business is dependent upon pricing and related terms,
product availability and dealer authorizations provided by its major vendors.
The loss of a major vendor or the deterioration of the Company's relationship
with a major vendor could have a material adverse effect on the Company's
business. Additionally, there can be no assurance that these relationships will
continue as presently in effect or that changes by one or more of these key
vendors in their volume discount schedules or other marketing programs
applicable to the Company would not adversely affect the Company.
Potential Fluctuations in Operating Results. The Company's results may
vary significantly from quarter to quarter depending on certain factors
including, but not limited to, demand for personal computers, customer order
deferrals, availability of products and general economic conditions. The
Company seeks to control its expense levels, but such controls are in part based
on anticipated revenues. Therefore, the Company may be unable to adjust
spending in a timely manner to compensate for any unexpected revenue shortfall.
As a result, quarterly period-to-period comparisons of the Company's financial
results are not necessarily meaningful and should not be relied upon as an
indication of future performance.
Control by Safeguard Scientifics, Inc. Safeguard Scientifics, Inc.
("Safeguard") currently owns 21,463,184 shares of Common Stock, constituting
approximately 49.7% of the outstanding Common Stock assuming no additional
purchases. In addition, Safeguard owns 2,000,000 shares of Series B Stock. The
Series B Stock is currently convertible into approximately 2,954,209 shares of
Common Stock at a rate of $6.77 per share of Common Stock, subject to anti-
dilution adjustments. The shares of Series B Stock are entitled to one vote for
each share of Common Stock into which such shares may be converted, except that,
for so long as Safeguard owns at least 40% of the Company's outstanding voting
securities, in the election of directors the shares of Series B Stock are
entitled to five votes for each share of Common Stock into which such shares of
Series B Stock may be converted. Consequently, Safeguard has approximately
62.5% of the outstanding voting power of the Company's capital stock with
respect to the election of directors and approximately 52.9% of the outstanding
voting power of the Company's capital stock with respect to all other matters
upon which the holders of Common Stock may vote. As a result, Safeguard will
have the voting power to elect the Company's entire Board of Directors and have
the practical ability to control all other matters requiring stockholder
approval. In addition, the Company has certain arrangements pursuant to which
Safeguard provides various administrative, legal and financial services in
return for an annual fee. The Company has been informed that Safeguard plans to
maintain at least a 50% economic interest in the Company and may do so, among
other ways, by purchasing Common Stock in open market transactions from time to
time, in privately negotiated transactions with other stockholders of the
Company, by purchasing shares in the offering contemplated hereby, or by
acquiring newly issued shares from the Company.
Limited Trading Market; Shares Eligible for Future Sale. At November 14,
1995, the Company had 43,222,915 shares of Common Stock outstanding, not
including (i) 2,954,209 shares of Common Stock reserved for issuance upon
conversion of 2,000,000 outstanding shares of Series B Stock, (ii) 4,346,401
shares of Common Stock reserved for issuance upon the exercise of options
outstanding under the Company's Option Plans, (iii) 2,066,300 shares of Common
Stock available for future grants of options under the Option Plans, (iv)
103,331 shares reserved for issuance upon the exercise of outstanding warrants
and other stock awards, or (v) 387,597 shares of Common Stock issuable upon
conversion of a $3,000,000 Subordinated Convertible Note issued by the Company
in connection with its purchase of Network Compatibility Group, Inc. At
November 14, 1995, 20,585,135 shares of Common Stock were held by non-affiliates
of the Company, having an aggregate market value of $138,949,661 (based on the
closing price on the Nasdaq National Market on November 14, 1995). Safeguard
owns 21,463,184 of the outstanding shares of Common Stock as of November 14,
1995.
-5-
<PAGE>
Safeguard has "demand" and "piggyback" registration rights with respect to
certain of those shares as well as an additional 2,954,209 shares of Common
Stock issuable upon conversion of the Series B Stock. In addition, the Company
has granted registration rights covering approximately 4,642,716 shares of
Common Stock (of which 93,331 shares are covered by currently effective
registration statements). Finally, shares issued upon exercise of outstanding
options under the Company's Option Plans are registered for resale on Form S-8.
In connection with a recent offering of 4,830,000 shares of Common Stock by
certain stockholders of the Company, the holders of approximately 25,929,369
shares of Common Stock have agreed, subject to certain limited exceptions, not
to offer, sell, contract to sell or otherwise dispose of any shares of Common
Stock, without the consent of The Robinson-Humphrey Company, Inc., until January
24, 1996. The Company is unable to predict the effect that sales made under
Rule 144, under registration statements, or otherwise, may have on the then
prevailing market price of the Common Stock, although any substantial sale of
restricted securities pursuant to Rule 144 or under registration statements may
have an adverse effect, particularly in view of the limited trading market for
the Common Stock.
No Dividends. To date, the Company has not paid any cash dividends on
its Common Stock, and does not expect to declare or pay any cash or other
dividends in the foreseeable future. Further, the Company's bank loan
agreements restrict the Company from declaring or paying dividends or other
distributions on its Common Stock.
SELLING STOCKHOLDERS
The Selling Stockholders are the holders of Shares issued in connection
with the acquisition by the Company of all of the issued and outstanding capital
stock of International Micronet Systems, a California corporation, in December,
1994 (the "Acquisition"). The Selling Stockholders may be the current holders
of the Shares or their transferees. The current holders of the Shares are:
Alfred Chong and Marisa Christie (f/k/a Merry Kadharmestan, a/k/a Marisa Chong),
and Thomas J. Finn. The name of each Selling Stockholder and the number of
shares being offered on behalf of such Selling Stockholder are set forth in the
table below. Except for shares of Common Stock that can be acquired through the
exercise of options as set forth in the table below, no Selling Stockholder
currently owns any shares of Common Stock of the Company other than the Shares.
Following the Acquisition and through the date of this Prospectus, Mr. Chong has
been a Vice President of the Company, and, therefore, has had a material
relationship with the Company within the past three years. Mr. Finn's wife, Bee
Tan, is an administrative employee of the Company. The table below also sets
forth the percentage of the outstanding Common Stock of the Company that each
Selling Stockholder currently owns.
-6-
<PAGE>
Beneficial Ownership of Common Stock
Prior to Offering
<TABLE>
<CAPTION>
Percent Number of Shares
of to be sold under
Selling Stockholder Number of Shares Class/1/ this Prospectus
- ------------------- ---------------- ---------- ----------------
<S> <C> <C> <C>
Alfred Chong and Marisa Christie (f/k/a/
Merry Kadharmestan a/k/a Marisa Chong) 330,595/2/ less than 1% 325,595
Thomas J. Finn 5,700/3/ less than 1% 4,700
</TABLE>
______________________
/1/ The Percentage for each Selling Stockholder is determined based upon
43,222,915 shares of Common Stock outstanding on November 14, 1995. The number
of Shares being sold hereunder by a particular Selling Stockholder has been
added to the number of shares outstanding for purposes of the calculation for
such Selling Stockholder.
/2/ Includes 5,000 Shares of Common Stock that can be acquired upon exercise of
options.
/3/ Includes 1,000 Shares of Common Stock that can be acquired upon exercise of
options by Mr. Finn's wife, Bee Tan.
PLAN OF DISTRIBUTION
The Shares offered hereby are being sold by the Selling Stockholders
acting as principals for their own accounts. The Company will receive none of
the proceeds from this offering.
The Selling Stockholders may sell some or all of the Shares in
transactions involving broker-dealers, who may act as agent or acquire the
Shares as principal. Any broker-dealer participating in such transactions as
agent may receive commissions from the Selling Stockholders (and, if they act as
agent for the purchaser of such Shares, from such purchaser). Usual and
customary brokerage fees will be paid by the Selling Stockholders. Broker-
dealers may agree with the Selling Stockholders to sell a specified number of
Shares at a stipulated price per Share and, to the extent such a broker-dealer
is unable to do so acting as agent for the Selling Stockholders, to purchase as
principals any unsold Shares at the price required to fulfill the respective
broker-dealer's commitment to the Selling Stockholders. Broker-dealers who
acquire Shares as principals may thereafter resell such Shares from time to time
in transactions (which may involve cross and block transactions and which may
involve sales to and through other broker-dealers, including transactions of the
nature described above) in the over-the-counter market, in negotiated
transactions or otherwise, at market prices prevailing at the time of sale or at
negotiated prices, and in connection with such resales may pay to or receive
from the purchasers of such Shares commissions. The Selling Stockholders also
may sell some or all of the Shares directly to purchasers without the assistance
of any broker-dealer.
The Company is bearing all costs relating to the registration of the
Shares. Any commissions or other fees payable to broker-dealers in connection
with any sale of the Shares will be borne by the Selling Stockholders or other
party selling such Shares.
The Selling Stockholders have advised the Company that during such times
as the Selling Stockholders may be deemed to be engaged in a distribution of the
Common Stock, and therefore "underwriters"
-7-
<PAGE>
under the Act, they will comply with Rules 10b-2, 10b-6 and 10b-7 under the
Exchange Act and therefore will, among other things:
(a) not engage in any stabilization activities in connection with the
Company's securities;
(b) furnish each broker-dealer through which Shares may be offered such
copies of this Prospectus, as amended from time to time, as may be required
by such broker-dealer; and
(c) not bid for or purchase any securities of the Company or attempt to
induce any person to purchase any securities of the Company other than as
permitted under the Exchange Act.
LEGAL MATTERS
The legality of the securities being offered hereby will be passed upon
for the Company by Morgan, Lewis & Bockius LLP, Philadelphia, Pennsylvania.
EXPERTS
The consolidated financial statements and schedule of CompuCom Systems,
Inc. and subsidiaries as of December 31, 1994 and 1993 and for each of the years
in the three-year period ended December 31, 1994 incorporated by reference
herein, have been incorporated by reference herein in reliance upon the reports
of KPMG Peat Marwick LLP, independent certified public accountants, incorporated
by reference herein, and upon the authority of said firm as experts in
accounting and auditing.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents or portions of documents filed by the Company
with the Commission are incorporated by reference in this Prospectus:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1994, which contains or incorporates by reference financial
statements and related schedules for the Company and incorporates by reference
certain other information regarding the Company set forth in the proxy statement
for the Company's 1995 Annual Meeting of Stockholders and filed with the
Commission.
(b) The Company's Quarterly Reports on Form 10-Q for the fiscal quarters
ended March 31, 1995, June 30, 1995, and September 30, 1995.
(c) The description of the Company's Common Stock which is contained in a
registration statement filed under the Exchange Act, including any amendment or
reports filed for the purpose of updating such description.
All reports and other documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the
filing of a post-effective amendment which indicates that all securities offered
hereby have been sold or which deregisters all securities remaining unsold,
shall be deemed to be incorporated by reference herein and to be a part hereof
from the date of the filing of such reports and documents.
Any statement contained in a document, all or a portion of which is
incorporated by reference herein, shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained or
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 Prospectus.
-8-
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
--------------------
Item 14. Other Expenses of Issuance and Distribution.*
- -----------------------------------------------------
<TABLE>
<S> <C>
Registration fee-Securities and Exchange Commission.. $ 470.67
Printing of registration statement, prospectus, etc.. 100.00
Blue sky fees and expenses........................... 1,000.00
Accounting services.................................. 2,000.00
Legal fees........................................... 5,000.00
Miscellaneous........................................ 900.00
---------
Total............................................. $9,470.67
=========
</TABLE>
- ----------------
* No portion of these expenses will be borne by the Selling Stockholders.
Item 15. Indemnification of Directors and Officers.
- ---------------------------------------------------
A. 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 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 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 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.
II-1
<PAGE>
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 each
contain provisions regarding the indemnification of directors and officers of
the Company. Subject to certain limitations expressed therein, Article NINTH of
the Company's Certificate of Incorporation provides for the indemnification of
the Company's officers and directors to the fullest extent permitted by the GCL.
In addition, the By-laws of the Company provide expanded rights to
indemnification beyond the indemnification expressly authorized by the GCL in
the following respects:
1. indemnification will be available without regard to the tests
applicable to the indemnified person's conduct, unless
indemnification against the particular liability is expressly
prohibited by applicable law;
2. indemnification is expressly authorized against penalties and
punitive damages, as well as against judgments and amounts paid in
settlement of derivative suits; and
3. under certain circumstances, expenses incurred by a director in
defending a third party or corporate proceeding are required to be
paid by the corporation on behalf of such director.
B. The Company has a directors' and officers' liability insurance policy
that affords directors and officers with insurance coverage for losses arising
from claims based on breaches of duty, negligence, error and other wrongful
acts.
Item 16. Exhibits and Financial Statements.
- -------------------------------------------
The following is a list of exhibits filed as part of this Registration
Statement:
Exhibit
Number Document
- ------- ---------------------------------------------------------------------
4(a) Form of Stock Certificate evidencing Common Stock, $.01 par value, of
CompuCom Systems, Inc. (1)(Exhibit 4(b))
4(b) CompuCom Systems, Inc. 1983 Stock Option Plan, as amended (2)(Exhibit
4(k)).
4(c) CompuCom Systems, Inc. 1993 Stock Option Plan (3)(Exhibit 4(f)).
4(d) CompuCom Systems, Inc. 1984 Non-Qualified Stock Option Plan, as
amended (4)(Exhibit 4(g)).
4(e) Form of Securities Purchase Agreement, dated as of April 29, 1991,
between CompuCom Systems, Inc. and certain members of its management
as listed on the schedule attached thereto, and including as exhibits
the Form of 15% Subordinated Debenture due October 29, 1992 and Form
of Common Stock Purchase Warrant (2)(Exhibit 4(o)).
4(f) Note Agreement and sample note representing the $18.5 million 9%
Convertible Subordinated Notes due September 24, 2002, issued by
CompuCom Systems, Inc. in September 1992 (5)(Exhibit 4).
4(g) Certificate of Designation dated March 31, 1994, establishing Series
B Cumulative Convertible Preferred Stock of CompuCom Systems, Inc.
(6)(Exhibit 4(i)).
4(h) Form of Stock Certificate evidencing Series B Cumulative Convertible
Preferred Stock, $0.1 par value, of CompuCom Systems, Inc.
(7)(Exhibit 4(h)).
II-2
<PAGE>
5* Opinion of Morgan, Lewis & Bockius LLP as to legality of securities
being registered.
23.1* Independent Auditors' Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
25 Power of Attorney (included on signature pages to this Registration
Statement).
__________
* Filed herewith.
(1) Filed on April 2, 1990 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(2) Filed on March 31, 1993 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(3) Filed on March 31, 1994 as an exhibit to the Registration Statement on
Form S-8 (No. 33-76382) and incorporated herein by reference.
(4) Filed on March 29, 1991 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(5) Filed on November 13, 1992 as an exhibit to the Quarterly Report on Form
10-Q (No. 0-14371) and incorporated herein by reference.
(6) Filed on May 15, 1994 as an exhibit to the Quarterly Report on Form 10-Q
(No. 0-14371) and incorporated herein by reference.
(7) Filed on March 30, 1995 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
Item 17. Undertakings.
- ----------------------
(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;
(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; and
(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 subparagraphs (a)(1)(i) and (a)(1)(ii) of
-------- -------
this section do not apply if the information required to be included in a post-
effective amendment by those subparagraphs is contained in periodic reports
filed by the Company pursuant to Section 13 or Section 15(d) of the Securities
Exchange Act of 1934 that are incorporated by reference in the registration
statement.
II-3
<PAGE>
(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 that remain unsold at the termination of
the offering.
(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
Company'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 this
registration statement shall be deemed to be a new registration statement
relating to the securities offered herein and the offering of such securities at
that time shall be deemed to be the initial bona fide offering thereof.
(c) 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
Securities Act of 1933 and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of any action,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the
Securities Act of 1933 and will be governed by the final adjudication of such
issue.
II-4
<PAGE>
SIGNATURES AND POWER OF ATTORNEY
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-3 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 the 15th day of November,
1995.
COMPUCOM SYSTEMS, INC.
By: /s/ Edward R. Anderson
-------------------------------------
Edward R. Anderson
President and Chief Executive Officer
II-5
<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 ACTING ALONE, HIS OR HER TRUE
AND LAWFUL ATTORNEY-IN-FACT, WITH FULL POWER OF SUBSTITUTION, TO EXECUTE AND
CAUSE TO BE FILED WITH THE SECURITIES AND EXCHANGE COMMISSION PURSUANT TO THE
REQUIREMENTS OF THE SECURITIES ACT OF 1933, AS AMENDED, ANY AND ALL AMENDMENTS
AND POST-EFFECTIVE AMENDMENTS TO THIS REGISTRATION STATEMENT, WITH EXHIBITS
THERETO AND OTHER DOCUMENTS IN CONNECTION THEREWITH, AND HEREBY RATIFIES AND
CONFIRMS ALL THAT SAID ATTORNEY-IN-FACT OR HIS SUBSTITUTE OR SUBSTITUTES MAY DO
OR CAUSE TO BE DONE BY VIRTUE HEREOF.
Dated: November 15, 1995 /s/ Edward R. Anderson
-------------------------------------------------
Edward R. Anderson, President, Chief
Executive Officer and Director
(Principal Executive Officer)
Dated: November 15, 1995 /s/ Robert J. Boutin
-------------------------------------------------
Robert J. Boutin, Vice President-Finance and
Chief Financial Officer
(Principal Financial and Accounting Officer)
Dated: November 15, 1995 /s/ James W. Dixon
-------------------------------------------------
James W. Dixon, Chairman of the Board
Dated: November 6, 1995 /s/ Daniel F. Brown
-------------------------------------------------
Daniel F. Brown, Director
Dated: November 15, 1995 /s/ Michael J. Emmi
-------------------------------------------------
Michael J. Emmi, Director
Dated: November 15, 1995 /s/ Richard F. Ford
-------------------------------------------------
Richard F. Ford, Director
Dated: November 7, 1995 /s/ Delbert W. Johnson
-------------------------------------------------
Delbert W. Johnson, Director
Dated: November 6, 1995 /s/ John D. Loewenberg
-------------------------------------------------
John D. Loewenberg, Director
Dated: November 15, 1995 /s/ Ira M. Lubert
-------------------------------------------------
Ira M. Lubert, Director
II-6
<PAGE>
Dated: November 15, 1995 /s/ Warren V. Musser
-------------------------------------------------
Warren V. Musser, Director
Dated: November 6, 1995 /s/ Edward N. Patrone
-------------------------------------------------
Edward N. Patrone, Director
Dated: November 15, 1995 /s/ Charles A. Root
-------------------------------------------------
Charles A. Root, Director
II-7
<PAGE>
EXHIBIT INDEX
-------------
<TABLE>
<CAPTION>
Exhibit
Number Document
- ------- ---------------------------------------------------------------------------------
<C> <S>
4(a) Form of Stock Certificate evidencing Common Stock, $.01 par value, of CompuCom
Systems, Inc. (1)(Exhibit 4(b))
4(b) CompuCom Systems, Inc. 1983 Stock Option Plan, as amended (2)(Exhibit 4(k)).
4(c) CompuCom Systems, Inc. 1993 Stock Option Plan (3)(Exhibit 4(f)).
4(d) CompuCom Systems, Inc. 1984 Non-Qualified Stock Option Plan, as amended
(4)(Exhibit 4(g)).
4(e) Form of Securities Purchase Agreement, dated as of April 29, 1991, between
CompuCom Systems, Inc. and certain members of its management as listed on the
schedule attached thereto, and including as exhibits the Form of 15% Subordinated
Debenture due October 29, 1992 and Form of Common Stock Purchase Warrant
(2)(Exhibit 4(o)).
4(f) Note Agreement and sample note representing the $18.5 million 9% Convertible
Subordinated Notes due September 24, 2002, issued by CompuCom Systems, Inc. in
September 1992 (5)(Exhibit 4).
4(g) Certificate of Designation dated March 31, 1994, establishing Series B Cumulative
Convertible Preferred Stock of CompuCom Systems, Inc. (6)(Exhibit 4(i)).
4(h) Form of Stock Certificate evidencing Series B Cumulative Convertible Preferred
Stock, $0.1 par value, of CompuCom Systems, Inc. (7)(Exhibit 4(h)).
5* Opinion of Morgan, Lewis & Bockius LLP as to legality of securities being
registered.
23.1* Independent Auditors' Consent of KPMG Peat Marwick LLP.
23.2 Consent of Morgan, Lewis & Bockius LLP (included in Exhibit 5).
25 Power of Attorney (included on signature pages to this Registration Statement).
</TABLE>
__________
* Filed herewith.
(1) Filed on April 2, 1990 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(2) Filed on March 31, 1993 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
II-8
<PAGE>
(3) Filed on March 31, 1994 as an exhibit to the Registration Statement on
Form S-8 (No. 33-76382) and incorporated herein by reference.
(4) Filed on March 29, 1991 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
(5) Filed on November 13, 1992 as an exhibit to the Quarterly Report on Form
10-Q (No. 0-14371) and incorporated herein by reference.
(6) Filed on May 15, 1994 as an exhibit to the Quarterly Report on Form 10-Q
(No. 0-14371) and incorporated herein by reference.
(7) Filed on March 30, 1995 as an exhibit to the Annual Report on Form 10-K
(No. 0-14371) and incorporated herein by reference.
II-9
<PAGE>
EXHIBIT 5
MORGAN, LEWIS & BOCKIUS LLP
COUNSELORS AT LAW
2000 ONE LOGAN SQUARE
PHILADELPHIA, PENNSYLVANIA 19103-6993
TELEPHONE: (215) 963-5000
FAX: (215) 963-5299
November 16, 1995
CompuCom Systems, Inc.
10100 N. Central Expressway
Dallas, TX 75231
Re: REGISTRATION STATEMENT ON FORM S-3
RELATING TO 330,295 SHARES OF COMMON STOCK
------------------------------------------
Dear Sir or Madam:
We have acted as counsel to CompuCom Systems, Inc., a Delaware corporation (the
"Company"), in connection with the Company's preparation of the subject
registration statement (the "Registration Statement"), filed with the Securities
and Exchange Commission under the Securities Act of 1933, as amended (the
"Act"), relating to the offering of up to 330,295 shares of the Company's common
stock, par value $.01 per share (the "Common Stock"), all of which shares are
owned by the selling stockholders identified in the Registration Statement (the
"Selling Stockholders").
We have examined such records, documents, statutes and decisions as we have
deemed relevant in rendering this opinion. In our examination we have assumed
the genuineness of documents submitted to us as originals and the conformity
with the original of all documents submitted to us as copies thereof.
In our opinion, the shares of Common Stock to be sold by the Selling
Stockholders are validly issued, fully paid and non-assessable shares of the
Common Stock of the Company.
The opinion set forth above is limited to the General Corporation Law of the
State of Delaware.
We hereby consent to the use of this opinion as Exhibit 5 to the Registration
Statement. In giving such opinion, we do not thereby admit that we are acting
within the category of persons whose consent is required under Section 7 of the
Act or the rules or regulations of the Securities and Exchange Commission
thereunder.
Very truly yours,
MORGAN, LEWIS & BOCKIUS LLP
<PAGE>
Exhibit 23.1
INDEPENDENT AUDITORS' CONSENT
-----------------------------
The Board of Directors
CompuCom Systems, Inc.:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the prospectus.
KPMG Peat Marwick LLP
Dallas, Texas
November 16, 1995
