<PAGE>
PROSPECTUS Rule 424(b)(3)
Registration No. 33-99280
CompUSA Inc.
1,040,000 Shares
of
Common Stock*
This Prospectus has been prepared by CompUSA Inc., a Delaware corporation
(the "Company"), for use upon resale by certain directors, officers and
employees of the Company (the "Selling Stockholders") of up to approximately
1,040,000 shares of the Company's common stock, par value $.01 per share
("Common Stock"). The Selling Stockholders have acquired and/or may in the
future acquire shares of Common Stock from the Company upon conversion of a
right to receive deferred compensation under the CompUSA Inc. Deferred
Compensation Plan (the "Plan").
The Common Stock may be sold from time to time by the Selling Stockholders
or permitted transferees. Such sales may be sold on one or more exchanges,
including the New York Stock Exchange ("NYSE"), in the over-the-counter market
or in negotiated transactions, in each case at prices and at terms then
prevailing or at prices related to the then current market price or at
negotiated prices and terms. See "Plan of Distribution." Upon any sale of the
Common Stock offered hereby, the Selling Stockholders or permitted transferees
and participating agents, brokers, dealers and marketmakers may be deemed to be
underwriters as that term is defined in the Securities Act of 1933, as amended
(the "Securities Act"), and commissions or discounts or any profit realized on
the resale of such securities purchased by them may be deemed to be underwriting
commissions or discounts under the Securities Act.
The Common Stock is listed for trading on the NYSE under the symbol "CPU."
On December 13, 1996, the last reported sale price of the Common Stock, as
reported on the NYSE Composite Transactions Tape, was $19.625. The Company will
pay all expenses in connection with this offering, which are estimated to be
approximately $22,000.
* This figure is an estimate. The Company has filed a Registration Statement
on Form S-8, Registration Number 33-99280 (of which this Prospectus is a
part), which Registration Statement covers the sale by the Company of
deferred compensation obligations of the Company under the Plan and the
shares of Common Stock issuable in certain circumstances upon exercise of a
right to receive shares of Common Stock as deferred compensation under the
Plan. This Prospectus covers the resale by the Selling Stockholders of an
indeterminate number of shares of Common Stock acquired or that may be
acquired by the Selling Stockholders upon exercise of such right.
_________________
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 December 17, 1996.
<PAGE>
AVAILABLE INFORMATION
The Company is subject to the informational requirements of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in
accordance therewith, files reports, proxy statements and other information with
the Securities and Exchange Commission (the "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Judiciary Plaza, Room 1024,
450 Fifth Street, N.W., Washington, D.C. 20549, and at the Commission's regional
offices at 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511 and
at Seven World Trade Center, Suite 1300, New York, New York 10048. Copies of
such materials can also be obtained from the Public Reference Section of the
Commission at 450 Fifth Street, N.W., Washington, D.C. 20549, at prescribed
rates. In addition, the Commission maintains a site on the Internet World Wide
Web, which can be accessed at http://www.sec.gov, and which contains reports,
proxy statements and other information regarding registrants that file
electronically with the Commission. The Common Stock is listed on the NYSE.
Reports, proxy statements and other information concerning the Company can also
be inspected and copied at the offices of the NYSE at 20 Broad Street, New York,
New York 10005.
This Prospectus constitutes part of a Registration Statement on Form
S-8 (the "Registration Statement") filed by the Company with the Commission
under the Securities Act. This Prospectus omits certain of the information
contained in the Registration Statement and the exhibits thereto, in accordance
with the rules and regulations of the Commission. For further information
concerning the Company and the Common Stock, reference is made to the
Registration Statement and the exhibits filed therewith, which may be inspected
without charge at the office of the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and copies of which may be obtained from the Commission
at prescribed rates. Any statements contained herein concerning the provisions
of any documents are not necessarily complete, and, in each instance, reference
is made to the copy of such document filed as an exhibit to the Registration
Statement or otherwise filed with the Commission. Each such statement is
qualified in its entirety by such reference.
The Company's principal executive offices are located at 14951 North
Dallas Parkway, Dallas, Texas 75240, and the Company's telephone number is (972)
982-4000.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are incorporated by reference in this Prospectus:
(i) Annual Report on Form 10-K for the year ended June 29, 1996;
(ii) Quarterly Report on Form 10-Q for the quarter ended September
28, 1996;
(iii) Current Report on Form 8-K/A filed with the Commission on
August 2, 1996;
-2-
<PAGE>
(iv) Current Report on Form 8-K filed with the Commission on August
14, 1996; and
(v) The description of the Company's Common Stock contained in the
Company's Registration Statement on Form 8-A/A (No. 1-11566)
filed December 6, 1996, as amended.
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 on or after
the date of this Prospectus and prior to the termination of this offering (the
"Offering") shall be deemed to be incorporated by reference in this Prospectus
and to be a part hereof from the date of the filing of such documents. Any
statement contained in a document incorporated by reference shall be deemed to
be modified or superseded for purposes of this Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which
also is or is deemed to be incorporated by reference herein or in any
accompanying prospectus supplement modifies or supersedes such statement. Any
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Prospectus.
The Company will provide without charge to each person to whom a copy
of this Prospectus is delivered, upon written or oral request, a copy of any or
all of the documents incorporated herein by reference (without exhibits to such
documents, unless such exhibits are specifically incorporated by reference into
such documents). Requests should be directed in writing to CompUSA Inc., 14951
North Dallas Parkway, Dallas, Texas 75240, Attention: Assistant Secretary, or
by telephone at (972) 982-4000.
USE OF PROCEEDS
The Company will not receive any proceeds from the sale of the Common
Stock offered hereby.
SELLING STOCKHOLDERS
Information relating to the Selling Stockholders will be provided by
Prospectus Supplement.
PLAN OF DISTRIBUTION
The Common Stock offered hereby may be sold from time to time by the
Selling Stockholders or permitted transferees. The Common Stock may be disposed
of from time to time in one or more transactions through any one or more of the
following: (i) to purchasers directly, (ii) in ordinary brokerage transactions
and transactions in which the broker solicits purchasers, (iii) through
underwriters or dealers who may receive compensation in the form of underwriting
discounts,
-3-
<PAGE>
concessions or commissions from the Selling Stockholders or permitted
transferees and/or from the purchasers of the Common Stock for whom they may
act, (iv) the writing of options on the Common Stock, (v) the pledge of the
Common Stock as security for any loan or obligation, including pledges to
brokers or dealers who may, from time to time, themselves effect distributions
of the Common Stock or interests therein, (vi) purchases by a broker or dealer
as principal and resale by such broker or dealer for its own account pursuant to
this Prospectus, (vii) a block trade in which the broker or dealer engaged in
such block trade will attempt to sell the Common Stock as agent but may position
and resell a portion of the block as principal to facilitate the transaction and
(viii) an exchange distribution in accordance with the rules of the applicable
exchange, or in transactions in the over the counter market. Such sales may be
made at prices and at terms then prevailing or at prices related to the then
current market price or at negotiated prices and terms. In effecting sales,
brokers or dealers may arrange for other brokers or dealers to participate. The
Selling Stockholders or permitted transferees and any underwriters, brokers,
dealers or agents that participate in the distribution of the Common Stock may
be deemed to be "underwriters" within the meaning of the Securities Act and any
profit on the sale of the Common Stock by them and any discounts, commissions or
concessions received by any such underwriters, brokers, dealers or agents may be
deemed to be underwriting commissions or discounts under the Securities Act. In
addition, while this Prospectus covers the offering and sale of the securities
noted above, such securities may also qualify for sale pursuant to Rule 144
promulgated under the Securities Act ("Rule 144"), and accordingly such
securities may be sold under Rule 144 rather than pursuant to this Prospectus.
The Company will pay all of the expenses incident to the offering and
sale of the Common Stock to the public other than underwriting discounts or
commissions, brokers' fees and the fees and expenses of any counsel to the
Selling Stockholders related thereto.
LEGAL MATTERS
Certain legal matters in connection with the validity of the Common
Stock offered hereby have been passed upon by Jackson & Walker, L.L.P., Dallas,
Texas.
EXPERTS
The consolidated financial statements of the Company appearing in the
Company's Annual Report on Form 10-K for the year ended June 29, 1996, have been
audited by Ernst & Young LLP, independent auditors, as set forth in their report
thereon included therein and incorporated herein by reference. Such
consolidated financial statements are, and audited financial statements to be
included in subsequently filed documents will be, incorporated herein in
reliance upon the reports of Ernst & Young LLP pertaining to such financial
statements (to the extent covered by consents filed with the Commission) given
upon the authority of such firm as experts in accounting and auditing.
-4-
<PAGE>
INDEMNIFICATION
The Company is a Delaware corporation and the Delaware General
Corporation Law (the "Delaware Law") empowers a corporation organized thereunder
to indemnify its directors and officers or former directors and officers and to
purchase insurance with respect to liability arising out of their capacity or
status as directors and officers.
Reference is made to Article VII of the Company's Restated and Amended
Bylaws, which provides for indemnification of directors and officers except as
to certain circumstances and except as provided by applicable law.
Additionally, Article VI ("Article VI") of the Company's Restated and
Amended Certificate of Incorporation limits the personal liability of directors
of the Company to the Company or its stockholders for monetary damages for
breach of fiduciary duty as a director, notwithstanding any provision of law
imposing such liability; provided that to the extent required from time to time
by applicable law, Article VI shall not eliminate or limit the liability of a
director, to the extent such liability is provided by applicable law, (i) for
any breach of the director's duty of loyalty to the Company or its stockholders,
(ii) for acts or omissions not in good faith or which involve intentional
misconduct or a knowing violation of law, (iii) under Section 174 of Title 8 of
the Delaware Law, or (iv) for any transaction from which the director derived an
improper personal benefit.
Insofar as indemnification for liabilities arising under the
Securities Act of 1933, as amended (the "Securities Act"), may be permitted to
directors, officers or persons controlling the Company pursuant to the foregoing
provisions, the Company has been informed that in the opinion of the Commission,
such indemnification is against public policy as expressed in the Securities Act
and is therefore unenforceable.
- 5 -
<PAGE>
No dealer, salesperson or other person
has been authorized to give any information
or to make any representation not contained
in this Prospectus in connection with the
offering made hereby and, if given or made,
such information or representation must not
be relied upon as having been authorized by
the Company. This Prospectus does not
constitute an offer to sell or a solicitation of CompUSA Inc.
an offer to buy any securities in any
jurisdiction to any person to whom it would
be unlawful to make such an offer or
solicitation in such jurisdiction. Neither the
delivery of this Prospectus nor any sale 1,040,000 SHARES
made hereunder shall, under any COMMON STOCK
circumstances, create any implication that
the information contained herein is correct
as of any time subsequent to the date hereof
or that there has been no change in the
affairs of the Company since such date.
---------------
TABLE OF CONTENTS PROSPECTUS
Page
Incorporation of Certain Documents
by Reference....................... 2
Use of Proceeds..................... 3
Selling Stockholders................ 3
Plan of Distribution................ 3
Legal Matters....................... 4
Experts............................. 4
Indemnification..................... 5
