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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: July 22, 1998
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 July
22, 1998, a copy of which is filed as Exhibit 99.1 hereto and incorporated
herein by reference.
Item 7. Financial Statements, Pro Forma Financial
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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 July 22, 1998.
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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: July 22, 1998 By: /s/ Bruce L. Lev
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Bruce L. Lev, Esq.
Executive Vice President and
General Counsel
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EXHIBIT INDEX
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Exhibit
Number Description
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99.1 Press Release dated July 22, 1998.
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Exhibit 99.1
FOR IMMEDIATE RELEASE
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CONTACT: Peter Godfrey Bruce L. Lev
Chairman of the Board, Executive Vice President of Legal
President and Chief Executive Officer and Corporate Affairs
(203) 899-4186 (203) 899-4529
[email protected] [email protected]
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Micro Warehouse, Inc. Announces Settlements of Outstanding Shareholder Lawsuits
Norwalk, CT, July 22, 1998 -- Micro Warehouse (NASDAQ: MWHS) today
announced that it has reached one preliminary and one final settlement with
respect to the two remaining lawsuits which 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 first settlement, subject to completion of certain filings and
documentation, relates to the consolidated lawsuit brought by the holders of
approximately 1.3 million shares arising out of the stock merger between the
Company and Inmac Corp. This settlement will provide for a total payment of
$19,000,000, $6,000,000 of which shall be in the form of freely tradeable
common stock.
The second settlement, which has been fully implemented, relates to the
lawsuit brought by the State Board of Administration of Florida covering
approximately 50,600 common shares. The Company has made a $150,000
settlement payment to the State Board of Administration which had earlier
elected not to participate in the $30 million settlement of the consolidated
securities class action lawsuit approved by the U.S. District Court on June
2, 1998.
Peter Godfrey, Chairman, President and Chief Executive Officer said "We are
delighted to announce these settlements since they represent the conclusion of
all pending shareholder claims against the Company arising out of the facts
underlying our financial restatements. We are pleased that they are being
settled and will not require further burdensome and protracted litigation."
The settlements do not include resolution of 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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