<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)
_______________________
COMPUCOM SYSTEMS, INC. 1993 STOCK OPTION PLAN, AS AMENDED
(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
SECURITIES AMOUNT PROPOSED PROPOSED AMOUNT OF
TO BE TO BE MAXIMUM MAXIMUM REGISTRATION
REGISTERED REGISTERED (1) (2) OFFERING AGGREGATE FEE (4)
PRICE OFFERING
PER SHARE (3)(4) PRICE (3)(4)
- --------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($0.01
par value per share) 1,000,000 Shares $3.40 $3,400,000 $945
==============================================================================================================
</TABLE>
(1) The securities to be registered include an aggregate of 1,000,000 shares
reserved for issuance under the CompuCom Systems, Inc. 1993 Stock Option
Plan (the "Plan").
(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 Plan is calculated
to be $3.40, which is the average of the highest and lowest price per
share of common stock on the Nasdaq National Market on December 15, 1998.
<PAGE>
PART I
Information specified in Part I of Form S-8 (Items 1 and 2) will be sent or
given to Plan participants as specified by Rule 428(b)(1) under the Securities
Act of 1933.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
The Registrant has previously filed Registration Statements on Form S-8
(Nos. 33-76382 and 33-63307) with respect to 1,750,000 and 3,000,000 shares of
Common Stock, respectively, to be issued under its 1993 Stock Option Plan. The
Registrant is filing this Registration Statement to register an additional
1,000,000 shares of Common Stock for issuance under its 1993 Stock Option Plan,
so that an aggregate of 5,750,000 shares of Common Stock under its 1993 Stock
Option Plan shall be registered under the Securities Act of 1933. The
Registrant hereby incorporates by reference in this Registration Statement its
previously filed Registration Statements (Nos. 33-76382 and 33-63307) that
related to the 1993 Stock Option Plan.
ITEM 8. EXHIBITS.
(a) Exhibits.
The following documents are filed as a part of this registration
statement.
Exhibit Description of Exhibit
------- ----------------------
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)
24 Power of Attorney (included with signature page of this
Registration Statement)
II-1
<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:
<TABLE>
<CAPTION>
SIGNATURE CAPACITY DATE
- --------- -------- ----
<S> <C> <C>
/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
</TABLE>
II-2
<PAGE>
<TABLE>
<CAPTION>
<S> <C> <C>
/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
</TABLE>
II-3
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
------- ----------------------
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)
24 Power of Attorney (included with signature page of this
Registration Statement)
-1-
<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
1,000,000 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 CompuCom Systems, Inc. 1993 Stock Option Plan between the Company and the
signatories thereto (the "Plan").
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 Plan, the reservation of 1,000,000
Shares to be issued pursuant to the Plan and to which the Registration Statement
relates, the issuance of the shares of Common Stock pursuant to the Plan and
related matters; (3) the Registration Statement and exhibits thereto, including
the Plan; 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.
Based upon our examination, consideration of, and reliance on the documents
and other matters described above, and assuming that:
<PAGE>
(1) the Shares to be sold and issued in the future will be duly issued and
sold in accordance with the terms of the Plan;
(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 Plan; and
(3) the consideration for the Shares issued pursuant to the Plan is
actually received by the Company as provided in the Plan 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 Plan 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
