SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: June 19, 1996
MICRO WAREHOUSE, INC.
535 Connecticut Avenue
Norwalk, Connecticut 06854
(203) 899-4000
Delaware 0-20730 06-1192793
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(State of Incorporation) (Commission File No.) (IRS Id. No.)
Exhibit Index Appears on Page 4
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Item 5. Other Events.
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This Current Report on Form 8-K is being filed with the Securities and
Exchange Commission by Micro Warehouse, Inc. ("MWHS") for the purpose of
providing the information set forth in a press release issued by MWHS on June
17, 1996, a copy of which is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(a) Financial Statement of Businesses Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
The following exhibit is filed herewith:
99.1 Press Release dated June 17, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
MICRO WAREHOUSE, INC.
(Registrant)
Date: June 19, 1996 By /s/ Bruce L. Lev
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Bruce L. Lev
Vice President
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EXHIBIT INDEX
Exhibit
Number Description
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99.1 Press Release dated June 17, 1996
EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACT: Steven Purcell Melinda R. LeVino
Vice President - Finance Director, Corporate Communications
Chief Financial Officer (203) 899-4672
and Treasurer
(203) 899-4109
MICRO WAREHOUSE, INC. ADOPTS STOCKHOLDER RIGHTS PLAN
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Norwalk, CT, June 17, 1996 -- Micro Warehouse, Inc. (Nasdaq: MWHS) today
announced that its Board of Directors has adopted a Stockholder Rights Plan. The
Plan is designed to provide the Company's Board with negotiating leverage in
dealing with a potential acquiror to protect the Company from unfair or coercive
takeover tactics and to prevent an acquiror from gaining control of Micro
Warehouse without offering a fair price to all stockholders. The Plan is not
intended to prevent a takeover on terms beneficial to the Company's stockholders
but is designed to assure that all of the Company's stockholders receive fair
treatment in the event of any takeover. The rights are not being distributed in
response to any specific effort to acquire control of the Company and the Board
is not aware of any such effort.
Peter Godfrey, Chairman, Chief Executive Officer and President, stated that
"Increasing and enhancing our Board's ability to represent the interests of all
stockholders is particularly important at this time because the Board believes
our common stock price is significantly below and does not adequately reflect
the long-term value of Micro Warehouse."
The Plan entails a dividend on June 27, 1996 of one right for each
outstanding share of the Company's common stock held as of the close of business
on that date. Each right will entitle the holder to buy one one-thousandth of a
share of a new Series A Junior Participating Preferred Stock at an exercise
price of $110 per right. Each one one-thousandth of a share of such preferred
stock would be essentially the economic equivalent of a share of the Company's
common stock. The rights will trade with the Company's common stock until
exercisable. The rights will not be exercisable until ten calendar days
following a public announcement that a person or group has acquired 20% of the
Company's common stock or until ten business days after a person or group begins
a tender offer that would result in ownership of 20% of the Company's common
stock, subject to certain extensions by the Board.
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The Company will generally be entitled to redeem the rights at $.001 per
right at any time until the public announcement that shares resulting in a 20%
stock position have been acquired and in certain other circumstances.
Micro Warehouse is a specialty catalog retailer of microcomputer software
and hardware products for users of Macintosh and IBM-compatible personal
computers. The Company markets products through frequent mailings of its
distinctive full-color catalogs in 16 countries and a dedicated outbound
telemarketing sales force that focuses on commercial, educational and
governmental accounts.
