<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)
1993 STOCK OPTION PLAN
----------------------
(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 793,000 @ $3.50 $ 2,775,500 $ 957.08
$.01 par value 243,000 @ $4.625 $ 1,123,875 $ 387.55
50,000 @ $5.625 $ 281,250 $ 96.98
1,914,000 @ $6.125 $11,723,250 $4,042.53
</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
The Registrant has previously filed a Registration Statement on Form S-8 (No.
33-76382) (the "Previous Registration Statement") with respect to 1,750,000
shares of Common Stock to be issued under its 1993 Stock Option Plan (the "1993
Plan"). The Registrant is filing this Registration Statement to register an
additional 3,000,000 shares of Common Stock for issuance under the 1993 Plan, so
that an aggregate of 4,750,000 shares of Common Stock under the 1993 Plan shall
be registered under the Securities Act of 1933. The contents of the Previous
Registration Statement are incorporated herein by reference.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(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.
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 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 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))
4(c) Certificate of Amendment of the Certificate of Incorporation filed on
November 30, 1992 (3)(Exhibit 4(c))
<PAGE>
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) 1993 Stock Option Plan (3)(Exhibit 4(f))
4(h) Form of Stock Option Agreement (3)(Exhibit 4(g))
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.
<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) 1993 Stock Option Plan (3)(Exhibit 4(f))
4(h) Form of Stock Option Agreement (3)(Exhibit 4(g))
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 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 3,000,000
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 1993 Stock Option Plan (the "1993 Plan").
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 1993 Plan
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 1993
Plan, 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
