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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
__________________
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: December 12, 1997
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.
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
December 11, 1997, 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.
(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 December 11, 1997.
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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: December 12, 1997 By______________________________
Bruce L. Lev
Executive Vice President
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EXHIBIT INDEX
Exhibit
Number Description
- ------- -----------
99.1 Press Release dated December 11, 1997
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
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CONTACT: Peter Godfrey Melinda LeVino
President and Chief Executive Officer Director, Corporate
Communications
(203) 899-4186 (203) 899-4672
[email protected] [email protected]
Micro Warehouse, Inc. Announces Restructuring of Operations
Norwalk, Connecticut, December 11, 1997 - Micro Warehouse, Inc. (Nasdaq:
MWHS) today announced a restructuring of its operations. The principal
components of this restructuring involve the closing of its businesses in
Australia and Japan and the disposal of its operations in Norway, Denmark and
Finland. In addition, the Company will close its European headquarters in the
U.K. reducing certain functions and transferring others to the U.K and
European business units. In the U.S., the Company will consolidate its USA
Flex business from its facility in Bloomingdale, Illinois to existing
facilities in New Jersey and write off substantially all of the goodwill
associated with this business. In addition, the Company will write off the
goodwill associated with the Online Interactive, Inc. business.
As a result of this restructuring, the Company will record a pre-tax charge
in the fourth quarter of 1997 of approximately $68.0 million. The charge
will be comprised of goodwill write offs of approximately $40.0 million and
$28.0 million of other costs including severance, lease terminations, moving
and asset write downs. The cash portion of the charge is approximately $15.0
million. In 1997, the operations intended for closing or disposal had
revenues of approximately $61.0 million and operating losses of approximately
$4.0 million.
In commenting on this restructuring, Peter Godfrey, Chairman and Chief
Executive Officer, said, "Our objectives in implementing these wide-ranging
changes are to simplify our business worldwide, reduce our cost structure,
increase our sales productivity and eliminate certain non-core businesses
currently operating at a loss. These measures should enhance our ability to
concentrate our efforts on the growth of our Wintel business both in the U.S.
and abroad."
The Board of Directors of the Company confirmed the resignation from the
Board of its former Chief Executive Officer and President, Linwood A. Lacy,
Jr. and announced a series of senior management changes in connection with
the restructuring effective immediately.
As a consequence of the restructuring, Kris Rogers, Executive Vice President
and U.S. General Manager will resign effective April 30, 1998. Bruce Martin,
Senior Vice President, International, will resign effective December 31, 1997.
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Wayne Garten will assume responsibility for MIS and logistics functions in
addition to his responsibility for finance and will become an Executive Vice
President and remain Chief Financial Officer.
Adam Shaffer will assume responsibility for catalog publishing and
advertising worldwide in addition to his current responsibilities for
marketing and purchasing and will assume the new position of Executive Vice
President of Marketing, Advertising and Purchasing.
Stephen England will become Executive Vice President of Sales.
Peter Cannone, formerly Director of Global Sales Operations of NECX, one of
the largest resellers of electronic components, computer products and
networking equipment, has been named Senior Vice President of Sales.
Bruce L. Lev will become Executive Vice President of Legal and Corporate
Affairs and assume responsibility for Human Resources and Investor Relations
in addition to responsibility for the Company's legal and regulatory affairs
as General Counsel.
The Company's newly-formed Executive Committee will consist of Messrs.
Godfrey, Garten, Lev, Shaffer and England.
With the exception of the historical information contained in this release,
the matters described herein contain forward-looking statements that involve
risk and uncertainties including but not limited to economic, competitive,
governmental, technological and litigation factors outside of the control of
the Company. These factors more specifically include: uncertainties
surrounding the electronic software reselling business attributable to
technological and commercial issues; uncertainties attributable to internet
commerce generally; uncertainties surrounding the demand for and supply of
products manufactured by and compatible with those of Apple products;
competition from other catalog, retail store, on-line and other resellers of
computer products; issues surrounding the Company's European business; and
the ultimate outcome of the not yet settled litigation proceedings and SEC
formal investigation brought in connection with the Company's reported
accounting errors. These and other factors are described generally in the
MD&A section of the Company's 1996 Annual Report to Stockholders and most
specifically in the paragraphs in that section captioned "Liquidity and
Capital Resources," "Impact of Inflation and Seasonality", and "Outlook" and
in the Company's Form 10-Q for the quarter ended September 30, 1997.
Forward-looking statements are typically identified by the words "believe,"
"expect," "anticipate," "intend," "estimate," and similar expressions.
Readers are cautioned not to place undue reliance on these forward-looking
statements, which speak only as of their dates.
Micro Warehouse, Inc. is a specialty catalog retailer and direct marketer of
brand name personal computers, computer software, accessories, peripheral and
networking products to commercial
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and consumer customers. The Company markets its products through frequent
mailings of its distinctive, colorful catalogs and dedicated telemarketing
account managers who focus on corporate, education and government accounts.
The Company also offers a full-service shopping site on the Internet at
www.warehouse.com as well as a live Internet auction site at
www.webauction.com.
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