As filed with the Securities and Exchange Commission on October 27, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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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)
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CompuCom Systems, Inc. 2000 Equity Compensation Plan
(Full title of the plan)
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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)
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<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
====================================================================================================================
Proposed Proposed
Title of Amount maximum maximum Amount of
securities to be offering aggregate registration
to be registered (1) (2) price offering fee (4)
registered per share (3)(4) price (3)(4)
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<S> <C> <C> <C> <C>
Common Stock ($0.01 par
value per share) 3,000,000 Shares $2.13 $6,390,000 $1,687.00
====================================================================================================================
<FN>
(1) The securities to be registered include an aggregate of 31,000,000 shares
reserved for issuance under the CompuCom Systems, Inc. 2000 Equity
Compensation Plan (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 Plan is calculated
to be $2.13, which is the average of the highest and lowest price per share
of common stock on the Nasdaq National Market on October 24, 2000.
</FN>
</TABLE>
<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, 1999.
(2) The Company's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2000 and June 30, 2000.
(3) The Company's Current Report on Form 8-K filed with the Commission
on February 4, 2000.
(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 "DGCL")
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.
II-1
<PAGE>
Section 145(b) of the DGCL empowers a corporation to indemnify any
person who was or is a party or is threatened to be made a party to any
threatened, pending or completed action or suit by or in the right of the
corporation to procure a judgment in its favor by reason of the fact that such
person acted in any of the capacities set forth above, against such expenses
actually and reasonably incurred by him or her in connection with the defense or
settlement of such action or suit if he or she acted under similar standards,
except that no indemnification may be made in respect of any claim, issue or
matters as to which such person shall have been adjudged to be liable to the
corporation unless and only to the extent that the Court of Chancery or the
court in which such action or suit was brought shall determine upon application
that, despite the adjudication 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 DGCL 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 DGCL 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 DGCL. In
addition, the Bylaws of the Company provide expanded rights to indemnification
beyond the indemnification expressly authorized by the DGCL 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 7. Exemption from Registration Claimed.
None.
Item 8. Exhibits.
(a) Exhibits.
The following documents are filed as a part of this
registration statement.
Exhibit Description of Exhibit
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4.1* CompuCom, Inc. 2000 Equity Compensation Plan
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 LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
---------
* Filed on April 19, 2000 as Exhibit A to the Company's Definitive Revised Proxy
Statement (No. 000-14371) and incorporated herein by reference.
II-2
<PAGE>
Item 9. Undertakings.
(a) The Company 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;
(ii) To reflect in the prospectus any facts or
events arising after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with
respect to the plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the Registration
Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do
not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the Registration Statement.
(2) That, for the purpose of determining any liability under
the Securities Act, each such post-effective amendment shall be deemed to be a
new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for purposes of determining any
liability under the Securities Act, each filing of the Company's annual report
pursuant to Section 13(a) or Section 15(d) of the 1934 Act (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the 1934 Act) that is incorporated by reference in the
Registration Statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
has been advised that in the opinion of the Commission such indemnification is
against public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Company 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
Company 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 and will be governed by the final adjudication
of such issue.
II-3
<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 September 18, 2000:
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 J. Edward
Coleman, 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
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<S> <C> <C>
/s/ Harry Wallaesa Chairman of the Board September 18, 2000
--------------------------- of Directors and Director
Harry Wallaesa
/s/ J. Edward Coleman Chief Executive Officer September 18, 2000
--------------------------- (Principal Executive
J. Edward Coleman Officer) and Director
/s/ M. Lazane Smith Senior Vice President, Finance September 18, 2000
--------------------------- and Chief Financial Officer
M. Lazane Smith (Chief Accounting Officer)
/s/ Michael J. Emmi Director September 18, 2000
---------------------------
Michael J. Emmi
/s/ Richard F. Ford Director September 18, 2000
---------------------------
Richard F. Ford
/s/ Edwin L. Harper Director September 18, 2000
---------------------------
Edwin L. Harper
<PAGE>
/s/ Delbert W. Johnson Director September 18, 2000
---------------------------
Delbert W. Johnson
/s/ John D. Loewenberg Director September 19, 2000
---------------------------
John D. Loewenberg
/s/ Thomas C. Lynch Director September 18, 2000
---------------------------
Thomas C. Lynch
/s/ Warren V. Musser Director September 18, 2000
---------------------------
Warren V. Musser
/s/ Anthondy J. Paoni Director September 18, 2000
---------------------------
Anthony J. Paoni
/s/ Edward N. Patrone Director September 18, 2000
---------------------------
Edward N. Patrone
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Exhibit Description of Exhibit
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4.1* CompuCom Systems, Inc. 2000 Equity Compensation Plan
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 LLP
24 Power of Attorney (included with signature page of this
Registration Statement)
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* Filed on April 19, 2000 as Exhibit A to the Company's Definitive
Revised Proxy Statement (No. 000-14371) and incorporated herein by
reference.
