<PAGE>
As filed with the Securities and Exchange Commission on November 25, 1997.
Registration No. 333-18033
================================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________
POST-EFFECTIVE
AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT UNDER THE
SECURITIES ACT OF 1933
_______________
COMPUSA INC.
(Exact name of registrant as specified in its charter)
Delaware 75-2261497
(State or other jurisdiction of (I.R.S. employer identification
incorporation or organization) number)
14951 North Dallas Parkway
Dallas, Texas 75240
(Address of principal executive offices)
_______________
LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
_______________
JAMES F. HALPIN
President
14951 North Dallas Parkway
Dallas, Texas 75240
(Name and address of agent for service)
(972) 982-4000
(Telephone number, including area code, of agent for service)
_______________
COPY TO:
FRED W. FULTON
Thompson & Knight, P.C.
1700 Pacific Avenue
Suite 3300
Dallas, Texas 75201
(214) 969-2590
APPROXIMATE DATE OF PROPOSED COMMENCEMENT OF SALES PURSUANT TO THE PLAN:
From time to time after this Registration Statement becomes effective.
Pursuant to General Instruction E of Form S-8, this Registration Statement
incorporates by reference the contents of the Registrant's Registration
Statements Nos. 33-72718, 33-45339 and 33-99282 on Form S-8, as amended.
================================================================================
<PAGE>
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents, which have been filed with the Securities and
Exchange Commission (the "Commission") by the Company, are incorporated herein
by reference and made a part hereof: (i) Annual Report on Form 10-K for the year
ended June 28, 1997; (ii) Quarterly Report on Form 10-Q for the quarter ended
September 27, 1997; and (iii) the description of the Company's common stock
contained in the Company's Registration Statement on Form 8-A (No. 1-11566)
filed November 25, 1992, as amended by the Company's Registration Statements on
Form 8-A/A filed November 14, 1995 and December 6, 1996, respectively, and any
amendments or reports filed for the purpose of updating such description.
All documents filed by the Company 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 and prior to the
filing of a post-effective amendment that indicates that all securities offered
have been sold or that deregisters all securities then remaining unsold, shall
be deemed to be incorporated herein by reference and to be a part hereof from
the date of filing of such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein or in any other subsequently filed document that also is or is
deemed to be incorporated by reference herein 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 Registration
Statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
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.
<PAGE>
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
The following is a list of all exhibits filed as a part of this
Registration Statement on Form S-8, including those incorporated herein by
reference.
Exhibit
Number Description of Exhibit
- -------- ----------------------
3.1 Restated and Amended Certificate of Incorporation of the
Registrant./(1)/
3.2 Restated and Amended Bylaws of the Registrant./(2)/
4.1 Specimen Common Stock Certificate (as amended)./(3)/
4.2 Specimen 9 1/2% Senior Subordinated Note Due 2000./(4)/
4.3 Indenture dated June 17, 1993 among CompUSA Inc., as Issuer, Compudyne
Products, Inc., Compudyne Direct, Inc., CompFinance Inc., CompService
Inc., as Guarantors, and U.S. Trust Company of Texas, N.A., as
Trustee, relating to 9 1/2% Senior Subordinated Notes Due 2000./(5)/
4.4 First Supplemental Indenture dated as of December 1, 1995 among the
Company, CompTeam Inc., CompFinance Inc., CompService Inc., and U.S.
Trust Company of Texas, N.A., as Trustee./(6)/
4.5 Second Supplemental Indenture dated as of February 7, 1996 among the
Company, CompTeam Inc., CompFinance Inc., CompService Inc., CompUSA
Holdings II Inc., and U.S. Trust Company of Texas, N.A., as
Trustee./(7)/
4.6 Third Supplemental Indenture dated as of May 14, 1996 among the
Company, CompFinance Inc., CompService Inc., CompTeam Inc., CompUSA
Holdings II Inc., Snowstorm Merger Corp. and U.S. Trust Company of
Texas, N.A., as Trustee./(7)/
4.7 Fourth Supplemental Indenture dated as of May 30, 1996 among the
Company, CompFinance Inc., CompService Inc., CompTeam Inc., CompUSA
Holdings II Inc., PCS Compleat, Inc. and U.S. Trust Company of Texas,
N.A., as Trustee./(7)/
4.8 Fifth Supplemental Indenture dated as of June 14, 1996 among the
Company, CompFinance Inc., CompService Inc., CompTeam Inc., CompUSA
Holdings II Inc., PCS Compleat, Inc., CompUSA Holdings I Inc., CompUSA
Management Company, CompUSA Stores L.P., CompUSA Holdings Company and
U.S. Trust Company of Texas, N.A., as Trustee./(9)/
4.9 Subsidiary Guarantees executed by CompTeam Inc., CompUSA Holdings II
Inc., PCS Compleat, Inc., CompUSA Holdings I Inc., CompUSA Management
Company, CompUSA Stores L.P. and CompUSA Holdings Company./(7)/
4.10 Rights Agreement dated April 29, 1994, between the Company and Bank
One, Texas, N.A., as Rights Agent./(2)/
4.11 Letter of the Company dated November 1, 1995, appointing First
Interstate Bank of Texas, N.A., as substitute Rights Agent under the
Rights Agreement./(3)/
4.12 Letter of the Company dated August 16, 1996, appointing American Stock
Transfer & Trust Company as substitute Rights Agent under the Rights
Agreement./(7)/
II-2
<PAGE>
5 Opinion of Jackson & Walker, L.L.P./(9)/
15 None.
23.1 Consent of Ernst & Young LLP./(9)/
23.2 Consent of Jackson & Walker, L.L.P./(8)/
24 Power of Attorney./(9)/
99 CompUSA Inc. Long-Term Incentive Plan, restated and amended as of
November 19, 1996./(9)/
- -----------
(1) Previously filed as an exhibit to the Company's Registration Statement No.
1-11566 on Form 8-A/A filed December 6, 1996, as amended.
(2) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 26, 1994 and incorporated herein by
reference.
(3) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended December 23, 1995 and incorporated herein
by reference.
(4) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 26, 1993 and incorporated herein by
reference.
(5) Previously filed as an exhibit to Registration Statement No. 33-62884 on
Form S-3 and incorporated herein by reference.
(6) Previously filed as an exhibit to the Company's Quarterly Report on Form
10-Q for the fiscal quarter ended March 23, 1996 and incorporated herein by
reference.
(7) Previously filed as an exhibit to the Company's Annual Report on Form 10-K
for the fiscal year ended June 29, 1996 and incorporated herein by
reference.
(8) Included in the opinion of Jackson & Walker, L.L.P.
(9) Previously filed.
II-3
<PAGE>
ITEM 9. UNDERTAKINGS.
(a) The undersigned registrant 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. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered
(if the total dollar value of securities offered would not exceed that
which was registered) and any deviation from the low or high end of
the estimated maximum offering range may be reflected in the form of
the prospectus filed with the Commission pursuant to Rule 424(b) if,
in the aggregate, the changes in volume and price represent no more
than a 20% change in the maximum aggregate offering price set forth in
the "Calculation of Registration Fee" table in the effective
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 registrant 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 undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Exchange Act (and, where applicable, each filing of an employee benefit plan's
annual report pursuant to Section 15(d) of the Exchange 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
registrant pursuant to the foregoing provisions, or otherwise, the registrant
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 registrant 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 registrant 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-4
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act, 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 Amendment No. 1 to
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Dallas, State of Texas on the 25th day of
November, 1997.
CompUSA Inc.
By /s/ James E. Skinner
----------------------------------------------
James E. Skinner, Executive Vice President
Pursuant to the requirements of the Securities Act, this Amendment No. 1 to
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
<TABLE>
<CAPTION>
Signatures Title Date
- -------------------------------------------------- ------------------------------ ------------------
<S> <C> <C>
President, Chief
* Executive Officer November 25, 1997
------------------------------ and Director
James F. Halpin (Principal Executive Officer)
/s/ James E. Skinner Executive Vice President
------------------------------ and Chief Financial Officer November 25, 1997
James E. Skinner (Principal Financial and
Accounting Officer)
* Chairman of the November 25, 1997
------------------------------ Board of Directors
Giles H. Bateman
* Director November 25, 1997
------------------------------
Kevin J. Roche
* Director November 25, 1997
------------------------------
Warren D. Feldberg
* Director November 25, 1997
------------------------------
Leonard L. Berry, Ph.D.
* Director November 25, 1997
------------------------------
Lawrence Mittman
</TABLE>
II-5
<PAGE>
<TABLE>
<S> <C> <C>
------------------------------ Director November ___, 1997
Denise Ilitch Lites
------------------------------ Director November ___, 1997
Morton E. Handel
------------------------------ Director November ___, 1997
Barry L. Williams
*By: /s/ James E. Skinner
------------------------------
James E. Skinner
Attorney-in-fact
</TABLE>
II-6
