<PAGE>
As filed with the Securities and Exchange Commission on December 16, 1998
Registration No. 333-
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 or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
7171 FOREST LANE
DALLAS, TEXAS 75230
(Address of principal executive offices) (Zip Code)
_______________________
STOCK OPTION GRANT AGREEMENT FOR THOMAS C. LYNCH
(Full title of the plan)
_______________________
M. LAZANE SMITH
SENIOR VICE PRESIDENT, FINANCE AND CHIEF FINANCIAL OFFICER
COMPUCOM SYSTEMS, INC.
7171 FOREST LANE
DALLAS, TEXAS 75230
(Name and address of agent for service)
(972) 856-3600
(Telephone number, including area code, of agent for service)
_______________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===========================================================================================================
TITLE OF PROPOSED PROPOSED
SECURITIES AMOUNT MAXIMUM MAXIMUM AMOUNT OF
TO BE TO BE OFFERING AGGREGATE REGISTRATION
REGISTERED REGISTERED (1) (2) PRICE OFFERING FEE (4)
PER SHARE (3)(4) PRICE (3)(4)
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01
par value per share) 500,000 Shares $3.19 $1,595,000 $444.00
===========================================================================================================
</TABLE>
(1) The securities to be registered include an aggregate of 500,000 shares
reserved for issuance under the Stock Option Grant Agreement for Thomas C.
Lynch (the "Agreement").
(2) Pursuant to Rule 416, this registration statement also covers such
additional shares as may hereinafter be offered or issued to prevent
dilution resulting from stock splits, stock dividends, recapitalizations or
certain other capital adjustments.
(3) Estimated solely for purpose of calculating the registration fee.
(4) Calculated pursuant to Rule 457(c) and 457(h). Accordingly, the price per
share of common stock offered hereunder pursuant to the Agreement is based
on 500,000 shares of common stock reserved for issuance under the Agreement
at an exercise price of $3.19.
<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to the Agreement participant as specified by Rule 428(b)(1) under the
Securities Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The Registrant hereby incorporates by reference in this registration
statement the following documents previously filed by the Registrant with the
Securities and Exchange Commission (the "Commission"):
(1) The Company's Annual Report on Form 10-K filed with the Commission
for the fiscal year ended December 31, 1997.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters ended
March 31, 1998, June 30, 1998 and September 30, 1998.
(3) The Company's Current Report on Form 8-K filed with the Commission
on December 8, 1997.
(4) The description of the Common Stock of the Company set forth in the
registration statement on Form 8-B filed with the Commission on June 21, 1989,
including any amendment or report filed for the purpose of updating such
description.
All documents filed by the Registrant with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), subsequent to the date of this registration
statement shall be deemed to be incorporated herein by reference and to be a
part hereof from the date of the filing of such documents until such time as
there shall have been filed a post-effective amendment that indicates that all
securities offered hereby have been sold or that deregisters all securities
remaining unsold at the time of such amendment.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
None.
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 corporation as a
director, officer, employee or agent of another corporation or 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 this 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
II-1
<PAGE>
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 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, bylaws or indemnification
agreements. The Certificate of Incorporation and Bylaws of the Company each
contain provisions regarding the indemnification of directors and officers of
the Company. Subject to certain limitations expressed therein, Article IX 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 Bylaws 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.
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 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit Description of Exhibit
------- ----------------------
4.1 Stock Option Grant Agreement for Thomas C. Lynch
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
II-2
<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 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 December 16, 1998:
COMPUCOM SYSTEMS, INC.
By: /s/ M. Lazane Smith
-------------------
M. Lazane Smith
Senior Vice President, Finance and Chief
Financial Officer (Chief Accounting Officer)
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each individual whose signature
appears below hereby constitutes and appoints M. Lazane Smith and Edward R.
Anderson, and each of them, each with full power to act without the other, his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution for him and in his name, place and stead, in any
and all capacities, to sign any or all amendments to this Registration
Statement, and to file the same with all exhibits thereto and other documents in
connection therewith, with the Commission, granting unto each of said attorneys-
in-fact and agents full power and authority to do and perform each and every act
and thing requisite and necessary to be done in connection therewith, as fully
to all intents and purposes as he might or could do in person hereby ratifying
and confirming that each of said attorneys-in-fact and agents or his substitutes
may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates included:
SIGNATURE CAPACITY DATE
- ------------------------ ------------------------------ ------------------
/s/ Edward R. Anderson President, Chief Executive December 16, 1998
- ------------------------ Officer (Principal Executive
Edward R. Anderson Officer) and Director
/s/ M. Lazane Smith Senior Vice President, Finance December 16, 1998
- ------------------------ and Chief Financial Officer
M. Lazane Smith (Principal Accounting Officer)
/s/ Thomas C. Lynch Executive Vice President December 16, 1998
- ------------------------ Chief Operating Officer and
Thomas C. Lynch Director
/s/ Donald R. Caldwell Director December 16, 1998
- ------------------------
Donald R. Caldwell
/s/ Michael J. Emmi Director December 16, 1998
- ------------------------
Michael J. Emmi
/s/ Richard F. Ford Director December 16, 1998
- ------------------------
Richard F. Ford
/s/ Delbert W. Johnson Director December 16, 1998
- ------------------------
Delbert W. Johnson
II-3
<PAGE>
/s/ John D. Loewenberg Director December 16, 1998
- ------------------------
John D. Loewenberg
/s/ John C. Maxwell, III Director December 16, 1998
- ------------------------
John C. Maxwell, III
/s/ Warren V. Musser Director December 16, 1998
- ------------------------
Warren V. Musser
/s/ Edward N. Patrone Director December 16, 1998
- ------------------------
Edward N. Patrone
II-4
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
4.1 Stock Option Grant Agreement for Thomas C. Lynch
5.1 Opinion of Jenkens & Gilchrist, a Professional Corporation
23.1 Consent of Jenkens & Gilchrist, a Professional Corporation
(included in opinion filed as Exhibit 5.1 hereto)
23.2 Consent of KPMG Peat Marwick LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
II-5
<PAGE>
EXHIBIT 4.1
[LOGO OF COMPUCOM APPEARS HERE]
STOCK OPTION GRANT AGREEMENT
CompuCom Systems, Inc., a Delaware corporation (the "Company"), hereby
grants to the grantee named below ("Grantee") an option (this "Option") to
purchase the total number of shares shown below of Common Stock of the Company
(the "Shares") at the exercise price per share set forth below, subject to all
of the terms and conditions contained in this Stock Option Grant Agreement.
GRANT DATE: OCTOBER 22, 1998
TYPE OF OPTION: NON-QUALIFIED STOCK OPTION
SHARES SUBJECT TO OPTION: 500,000
EXERCISE PRICE PER SHARE: $ 3.1875
TERM OF OPTION: 10 YEARS
Shares subject to issuance under this Option do not vest until the first
anniversary of the grant, and then shall vest according to the following vesting
schedule:
October 22, 1999 to October 21, 2000 25%
October 22, 2000 to October 21, 2001 50%
October 22, 2001 to October 21, 2002 75%
On or after October 22, 2002 100%
This Option shall become exercisable by Grantee at any time following
grant, subject to repurchase of any unvested Shares by the Company in the event
of Grantee's termination of employment for any reason prior to the scheduled
vesting date for such Shares. The purchase price for such unvested Shares shall
be equal to the purchase price paid for such Shares. In the event Grantee
exercises this Option to purchase unvested Shares, the certificate(s)
representing such Shares shall be held in escrow by the Company until such time
as the Shares become vested, and Grantee shall deposit with the Company a duly
executed assignment separate from certificate containing a medallion signature
guarantee.
Grantee acknowledges that the grant and exercise of this Option, and the
sale of Shares obtained through the exercise of this Option, may have tax
implications that could result in adverse tax consequences to the Grantee and
that Grantee is not relying on the Company for any tax, financial or legal
advice and will consult a tax adviser prior to such exercise or disposition.
1. OPTION EXPIRATION. The Option shall automatically terminate upon the
happening of the first of the following events:
(a) The expiration of the three-month period after the Grantee ceases to be
employed by, or in the service of, the Company if the termination is for any
reason other than disability, death or cause;
(b) The expiration of the one-year period after the Grantee ceases to be
employed by, or in the service of, the Company on account of the Grantee's
disability;
(c) The expiration of the one-year period after the Grantee ceases to be
employed by, or in the service of, the Company, if the Grantee dies while
employed by the Company or within three months after the Grantee ceases to be so
employed or provide such services on account of a termination described in
subparagraph (a) above; or
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<PAGE>
(d) The date on which the Grantee ceases to be employed by the Company for
cause. For purposes of this Option, cause shall mean, except to the extent
otherwise specified by the Committee, a finding by the Committee that the
Grantee has breached his employment or service contract, non-competition
agreement or other obligation with the Company, or has been engaged in
disloyalty to the Company, including without limitation, fraud, embezzlement,
theft, commission of a felony or proven dishonesty in the course of his
employment of service, or has disclosed trade secrets or confidential
information of the Company to persons not entitled to receive such information.
Notwithstanding the foregoing, in no event may the Option be exercised
after the expiration of the Term of Option specified herein. Any portion of the
Option that is not vested at the time the Grantee ceases to be employed by, or
in the service of, the Company shall immediately terminate.
In the event a Grantee ceases to be employed by the Company for cause, the
Grantee shall automatically forfeit all shares underlying any exercised portion
of an Option for which the Company has not yet delivered the share certificates
upon refund by the Company of the exercise price paid by the Grantee for such
shares.
2. EXERCISE PROCEDURES.
(a) Subject to the provisions of this Stock Option Grant Agreement, the
Grantee may exercise part or all of the vested Option by giving the Company
written notice of intent to exercise in the manner provided in Paragraph 10
below, specifying the number of Shares as to which the Option is to be
exercised. On the delivery date, the Grantee shall pay the exercise price (i)
in cash, (ii) by delivering Shares of the Company (duly endorsed for transfer or
accompanied by stock powers signed in blank) which shall be valued at their fair
market value on the date of delivery, or (iii) by such other method as the
Committee may approve, including payment through a broker in accordance with
procedures permitted by Regulation T of the Federal Reserve Board or delivery of
a promissory note. The Board may impose from time to time such limitations as
it deems appropriate on the use of Shares of the Company to exercise the Option.
(b) The obligation of the Company to deliver Shares upon exercise of the
Option shall be subject to all applicable laws, rules, and regulations and such
approvals by governmental agencies as may be deemed appropriate by the Board,
including such actions as Company counsel shall deem necessary or appropriate to
comply with relevant securities laws and regulations. The Company may require
that the Grantee (or other person exercising the Option after the Grantee's
death) represent that the Grantee is purchasing Shares for the Grantee's own
account and not with a view to or for sale in connection with any distribution
of the Shares, or such other representation as the Board deems appropriate. All
obligations of the Company under this Stock Option Grant Agreement shall be
subject to the rights of the Company to withhold amounts required to be withheld
for any taxes, if applicable, or to deduct from other wages paid by the Company
the amount of any withholding taxes due with respect to such Options. Subject
to Committee approval, the Grantee may elect to satisfy any income tax
withholding obligation of the Company with respect to the Option by having
Shares withheld up to an amount that does not exceed the maximum marginal tax
rate for federal (including FICA), state and local tax liabilities.
3. RESTRICTIONS ON EXERCISE. Only the Grantee may exercise the Option
during the Grantee's lifetime. After the Grantee's death, the Option shall be
exercisable solely by the legal representatives of the Grantee, or by the person
who acquires the right to exercise the Option by will or by the laws of descent
and distribution, to the extent that the Option is exercisable pursuant to this
Stock Option Grant Agreement. Notwithstanding anything in this Stock Option
Grant Agreement to the contrary, the Committee may provide, at or after grant,
that a Grantee may transfer non-qualified stock options pursuant to a domestic
relations order or to family members or other persons or entities on such terms
as the Committee may determine.
4. GRANT SUBJECT TO COMMITTEE AUTHORITY. The grant and exercise of this
Option are subject to the interpretations, regulations and determinations
concerning this Option established from time to time by the Committee that
administers the Company's stock options, including, but not limited to,
provisions
-2-
<PAGE>
pertaining to (i) rights and obligations with respect to withholding taxes, (ii)
the registration, qualification or listing of the Shares, (iii) capital or other
changes of the Company, and (iv) other requirements of applicable law. The
Committee shall have the authority to interpret and construe the Option, and its
decisions shall be conclusive as to any questions arising hereunder.
5. NO EMPLOYMENT RIGHTS. The grant of the Option shall not confer upon
the Grantee any right to be retained by or in the employ or service of the
Company and shall not interfere in any way with the right of the Company to
terminate the Grantee's employment or service at any time. The right of the
Company to terminate at will the Grantee's employment or service at any time for
any reason is specifically reserved. No policies, procedures or statements of
any nature by or on behalf of the Company (whether written or oral, and whether
or not contained in any formal employee manual or handbook) shall be construed
to modify this Grant Agreement or to create express or implied obligations to
the Grantee of any nature.
6. NO STOCKHOLDER RIGHTS. Neither the Grantee, nor any person entitled to
exercise the Grantee's rights in the event of the Grantee's death, shall have
any of the rights and privileges of a stockholder with respect to the Shares
subject to the Option until certificates for Shares have been issued upon the
exercise of the Option.
7. NO DISCLOSURE. The Grantee acknowledges that the Company has no duty
to disclose to the Grantee any material information regarding the business of
the Company or affecting the value of the Shares before or at the time of a
termination of the Grantee's employment or service, including without limitation
any plans regarding a public offering or merger involving the Company.
8. ASSIGNMENT AND TRANSFERS. The rights and interests of the Grantee
under this Stock Option Grant Agreement may not be sold, assigned, encumbered or
otherwise transferred except, in the event of the death of the Grantee, by will
or by the laws of descent and distribution. In the event of any attempt by the
Grantee to alienate, assign, pledge, hypothecate, or otherwise dispose of the
Option or any right hereunder, except as provided for in this Stock Option Grant
Agreement, or in the event of the levy or any attachment, execution or similar
process upon the rights or interests hereby conferred, the Company may terminate
the Option by notice to the Grantee, and the Option and all rights hereunder
shall thereupon become null and void. The rights and protections of the Company
hereunder shall extend to any successors or assigns of the Company and to the
Company's parents, subsidiaries, and affiliates. This Stock Option Grant
Agreement may be assigned by the Company without the Grantee's consent.
9. APPLICABLE LAW. The validity, construction, interpretation and effect
of this instrument shall be governed by and determined in accordance with the
laws of the State of Delaware.
10. NOTICE. Any notice to the Company provided for in this instrument
shall be addressed to the Company in care of the Chief Financial Officer at the
Company's headquarters and any notice to the Grantee shall be addressed to such
Grantee at the current address shown on the payroll of the Company, or to such
other address as the Grantee may designate to the Company in writing. Any
notice shall be delivered by hand, sent by telecopy or enclosed in a properly
sealed envelope addressed as stated above, registered and deposited, postage
prepaid, in a post office regularly maintained by the United States Postal
Service.
In witness whereof, this Stock Option Grant Agreement has been executed by
the Company by a duly authorized officer as of the date specified herein.
COMPUCOM SYSTEMS, INC. ACCEPTED:
By: /s/ Edward R. Anderson By: /s/ Thomas C. Lynch
----------------------------- -------------------------------
Edward R. Anderson Thomas C. Lynch, Optionee
President and Chief Executive Officer
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<PAGE>
EXHIBIT 5.1
[LETTERHEAD OF JENKENS & GILCHRIST]
December 16, 1998
CompuCom Systems, Inc.
7171 Forest Lane
Dallas, Texas 75230
Re: CompuCom Systems, Inc. - Registration Statement on Form S-8
Gentlemen:
We are counsel to CompuCom Systems, Inc., a Delaware corporation (the
"Company"), and have acted as such in connection with the preparation of the
Registration Statement on Form S-8 (the "Registration Statement") to be filed
with the Securities and Exchange Commission on or about December 16, 1998, under
the Securities Act of 1933, as amended (the "Securities Act"), relating to
500,000 shares (the "Shares") of the $0.01 par value common stock (the "Common
Stock") of the Company that have been or may be issued by the Company pursuant
to the Stock Option Grant Agreement for Thomas C. Lynch between the Company and
the signatory thereto (the "Agreement").
You have requested an opinion with respect to certain legal aspects of the
proposed offering. In connection therewith, we have examined and relied upon
the original, or copies identified to our satisfaction, of (1) the Certificate
of Incorporation of the Company, as amended, and the Bylaws of the Company, as
amended; (2) minutes and records of the corporate proceedings of the Company
with respect to the establishment of the Agreement, the reservation of 500,000
Shares to be issued pursuant to the Agreement and to which the Registration
Statement relates, the issuance of the shares of Common Stock pursuant to the
Agreement and related matters; (3) the Registration Statement and exhibits
thereto, including the Agreement; and (4) such other documents and instruments
as we have deemed necessary for the expression of opinions herein contained. In
making the foregoing examinations, we have assumed the genuineness of all
signatures and the authenticity of all documents submitted to us as originals,
and the conformity to original documents of all documents submitted to us as
certified or photostatic copies. As to various questions of fact material to
this opinion, and as to the content and form of the Certificate of
Incorporation, as amended, the Bylaws, as amended, minutes, records, resolutions
and other documents or writings of the Company, we have relied, to the extent
deemed reasonably appropriate, upon representations or certificates of officers
or directors of the Company and upon documents, records and instruments
furnished to us by the Company, without independent check or verification of
their accuracy.
<PAGE>
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, and assuming that:
(1) the Shares to be sold and issued in the future will be duly issued and
sold in accordance with the terms of the Agreement;
(2) the Company maintains an adequate number of authorized but unissued
shares and/or treasury shares available for issuance to those persons who
purchase Shares pursuant to the Agreement; and
(3) the consideration for the Shares issued pursuant to the Agreement is
actually received by the Company as provided in the Agreement and exceeds the
par value of such shares;
then, we are of the opinion that, the Shares issued or sold in accordance with
the terms of the Agreement will be duly and validly issued, fully paid and
nonassessable.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to references to us included in or made a part of the
Registration Statement. In giving this consent, we do not admit that we come
within the category of persons whose consent is required under Section 7 of the
Securities Act or the Rules and Regulations of the Securities and Exchange
Commission thereunder.
Very truly yours,
Jenkens & Gilchrist,
A Professional Corporation
By: /s/ Ronald J. Frappier
----------------------
Ronald J. Frappier,
Authorized Signatory
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
CompuCom Systems, Inc.
We consent to the incorporation by reference herein of our report dated January
27, 1998, relating to the consolidated balance sheets of CompuCom Systems, Inc.
and subsidiaries as of December 31, 1997 and 1996 and the related consolidated
statements of operations, stockholders' equity and cash flows for each of the
years in the three-year period ended December 31, 1997 and the related schedule,
which report appears in the December 31, 1997 Annual Report on Form 10-K of
CompuCom Systems, Inc.
/s/ KPMG Peat Marwick LLP
Dallas, Texas
December 16, 1998
