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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: September 4, 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 September 3, 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 September 3, 1997.
2
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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: September 4, 1997 By______________________________
Bruce L. Lev
Vice President
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EXHIBIT INDEX
Exhibit
Number Description
- -------- -----------
99.1 Press Release dated September 3, 1997
4
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EXHIBIT 99.1
FOR IMMEDIATE RELEASE
CONTACT: Linwood A. Lacy, Jr. Bruce L. Lev
President and Chief Executive Officer Vice President and General
Counsel
(203) 899-4301 (203) 899-4529
[email protected] [email protected]
MICRO WAREHOUSE, INC. SETTLES CLASS ACTION LAWSUIT
Norwalk, CT, September 3, 1997 -- Micro Warehouse (NASDAQ: MWHS) today
announced that it has reached a tentative settlement of the consolidated
securities class action lawsuit pending in the U.S. District Court for the
District of Connecticut. This represents the resolution of 11 separately
filed securities class action lawsuits against the Company. As previously
reported, these lawsuits naming Micro Warehouse, Inc. and some of its
officers, former officers and directors as defendants arose out of the
Company's announcements in September and October, 1996 that it intended to
restate certain prior financial statements covering the 1992 through 1995
fiscal years. The proposed settlement provides for the payment of thirty
million dollars ($30,000,000), up to nine million dollars ($9,000,000) of
which may, at the Company's option, be in the form of freely tradeable common
stock. The agreement is contingent on completion of confirmatory discovery,
negotiation and execution of a definitive settlement stipulation, notice to
members of the class and a hearing and approval by the U.S. District Court.
Linwood A. "Chip" Lacy, Jr., President and Chief Executive Officer said "We
are pleased to be able to announce this settlement. It represents an
important step in resolving all pending shareholder claims against the
Company prompted by the disclosures described in the financial restatements."
The Company noted that the reported settlement does not include settlement of
the consolidated lawsuit brought by the holders of approximately 1.3 million
shares against the Company and certain of its officers, former officers and
directors in Santa Clara County, California, arising out of the stock merger
between the Company and Inmac Corp. on January 25, 1996. Additionally, the
settlement does not include resolution of the shareholder derivative action
pending in the U.S. District Court for the District of Connecticut or the
ongoing Securities and Exchange Commission formal investigation into the
events underlying the financial restatements.
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 and consumer customers. The Company
markets its products through frequent mailings of its distinctive, colorful
catalogs, Internet catalog sites on the worldwide web and dedicated
telemarketing account managers who focus on corporate, education and
government accounts.
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