<PAGE>
As filed with the Securities and Exchange Commission on January 25, 1999
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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MICRO WAREHOUSE, INC.
(Exact name of registrant as specified in its charter)
Delaware 06-1192793
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
535 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(203) 899-4000
(Address, including ZIP Code, and telephone number, including area code,
of registrant's principal executive offices)
BRUCE L. LEV, ESQ.
EXECUTIVE VICE PRESIDENT, LEGAL AND CORPORATE AFFAIRS
AND GENERAL COUNSEL
MICRO WAREHOUSE, INC.
535 CONNECTICUT AVENUE
NORWALK, CONNECTICUT 06854
(203) 899-4000
(Name, address, including ZIP Code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
RANDI L. STRUDLER, ESQ.
JONES, DAY, REAVIS & POGUE
599 LEXINGTON AVENUE
NEW YORK, NEW YORK 10022
(212) 326-3939
APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As
soon as practicable after this Registration Statement is declared effective.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. / /
--
If any of the securities being registered on this form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. / /
--
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
--
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. / /
--
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. / /
--
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
Title of Each Class of Proposed Maximum Aggregate Proposed Maximum Aggregate
Securities Amount to be Registered Offering Price per Share(1) Offering Price(1) Amount of Registration Fee
to be Registered
- -----------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 78,130 shares $40.94 $3,198,447 $890.00
per share
- -----------------------------------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------------------------------
</TABLE>
- ----------
(1) Estimated solely for the purpose of calculating the registration fee
pursuant to 457(c) under the Securities Act, based on the average of the
high and low prices reported on the Nasdaq National Market System on
January 22, 1999.
----------------------
THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES
AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE
A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT
SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE
SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
<PAGE>
The information in this Prospectus is not complete and may be changed. We may
not sell these securities until this Prospectus is delivered in final form. This
Prospectus is not an offer to sell these securities and is not soliciting an
offer to buy these securities in any jurisdiction where the offer or sale is not
permitted.
PROSPECTUS
78,130 SHARES
MICRO WAREHOUSE, INC.
COMMON STOCK
We will issue 78,130 shares of our common stock, $.01 par value per
share (the "Shares"), to certain of our former employees pursuant to severance
contracts. For a more detailed description of the distribution of the shares to
the former employees, see "Plan of Distribution."
Our common stock trades on Nasdaq under the symbol "MWHS."
YOU SHOULD CONSIDER CAREFULLY THE RISK FACTORS BEGINNING ON PAGE 2.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE
CONTRARY IS A CRIMINAL OFFENSE.
-----------
The date of this Prospectus is ________, 1999.
<PAGE>
AVAILABLE INFORMATION
We file annual and quarterly reports and other information with the
SEC. You can access and download these documents from the SEC's website at
http://www.sec.gov. In addition, you can read and copy these documents at the
SEC's public reference rooms in Washington, D.C., New York, New York, and
Chicago, Illinois and at the offices of The Nasdaq Stock Market in Washington,
D.C. You can also request copies of these documents, upon the payment of a
duplication fee, by writing to the SEC's Public Reference Section. Please call
the SEC at 1-800-SEC-0330 for further information on the public reference rooms.
In connection with the issuance of our common stock, we have filed a
Registration Statement on Form S-3 with the SEC. This Prospectus omits certain
information that is included in the Registration Statement and its exhibits. In
addition, certain descriptions of documents in this Prospectus may not be
complete. You should refer to the Registration Statement for more information
about us and our common stock and to the exhibits and our other SEC filings for
any documents discussed in this Prospectus. You can obtain access to these
documents in the manner described above.
ANNUAL AND QUARTERLY REPORTS
This Prospectus is accompanied by a copy of our Annual Report on Form
10-K for the year ended December 31, 1997 and our Quarterly Report on Form 10-Q
for the quarter ended September 30, 1998. We have filed both with the SEC.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We are incorporating by reference into this Prospectus the following
documents:
- - Our Annual Report on Form 10-K for the year ended December 31, 1997;
- - Our Quarterly Reports on Form 10-Q for the quarters ended March 31,
1998, June 30, 1998 and September 30, 1998; and
- - All other documents we file with the SEC after the date of this
Prospectus but before the termination of this offering.
Information in this Prospectus may modify or supersede information
incorporated into this Prospectus by reference. Conversely, information
incorporated into this Prospectus by reference, if it is filed with the SEC
after the date of this Prospectus, may modify or supersede information in this
Prospectus. Information that has been modified or superseded shall constitute a
part of this Prospectus only as so modified or superseded.
You may request a copy of any document incorporated by reference into
this Prospectus at no cost by writing, telephoning or e-mailing us at the
following address, telephone number and e-mail address:
Micro Warehouse, Inc.
535 Connecticut Avenue
Norwalk, Connecticut 06854
Attention: Melinda LeVino, Director of Corporate Communications
Telephone: (203) 899-4672
[email protected]
INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS
This Prospectus contains forward-looking statements that involve risks
and uncertainties. Forward-looking statements are typically identified by the
words "believe," "expect," "anticipate," "intend," "estimate," and similar
expressions. We caution you not to place undue reliance on these forward-looking
statements, which speak only as of their dates. Our actual results could differ
materially from those anticipated in these forward-looking statements as a
result of certain factors, including the specific matters set forth in the Risk
Factors section and elsewhere in this Prospectus. Some of these risks and
uncertainties are outside our control.
i
<PAGE>
These and other factors are described in more detail in:
- - This Prospectus under "Risk Factors";
- - Our Annual Report on Form 10-K for the year ended December 31, 1997 in
the sections of Management's Discussion and Analysis of Financial
Condition and Results of Operations titled "Liquidity and Capital
Resources," "Impact of Inflation and Seasonality" and "Outlook"; and
- - Our quarterly report on Form 10-Q for the quarter ended September 30,
1998 in the sections of Management's Discussion and Analysis of
Financial Condition and Results of Operations titled "Liquidity and
Capital Resources" and "Outlook."
In addition, the statements contained herein relating to the costs of
our Year 2000 readiness efforts and the dates on which we believe we
will complete such efforts are forward-looking statements. These statements are
based upon numerous assumptions regarding future events, including the continued
availability of certain resources, the impact of third-party remediation plans
and other factors. We cannot assure you that the facts underlying these
assumptions will prove to be accurate or that actual results will not differ
materially from those currently anticipated.
ii
<PAGE>
THE COMPANY
We are a specialty catalog retailer and direct marketer of brand
name personal computers, computer software, accessories, peripheral and
networking products to commercial and consumer customers. We market our
products through frequent mailings of our distinctive, colorful catalogs,
Internet catalog and auction web sites, outbound telemarketing account
managers who focus on corporate, education and government accounts and space
advertising in computer publications. We offer brand name hardware and
software from leading vendors such as Adobe, Apple, 3Com, Compaq, Epson,
Hewlett Packard, IBM, Iomega, Microsoft and Toshiba.
Through our four core catalogs, MicroWarehouse, MacWarehouse, Data
Comm Warehouse and Inmac, various specialty catalogs, space advertising and
our Internet sites, we offer a broad assortment of computer products at
competitive prices. With colorful illustrations, concise product descriptions
and relevant technical information, each catalog title focuses on a specific
segment of the computer market. Our catalogs are recognized as a leading
source for computer hardware, software and other products. During 1997 we
distributed approximately 124 million catalogs worldwide and during that
period we had an active customer base of 2.2 million customers. During the
first nine months of 1998, we distributed approximately 87.9 million catalogs
worldwide. Our Internet sites are also recognized as leaders within the
electronic commerce segment of our market. During September 1998 they
received approximately 62,000 daily visitors and accounted for 9.1% of our
total sales during the third quarter of 1998.
International operations represented approximately 30% of our sales in
1997 and 28% in the first nine months of 1998. We currently publish catalogs in
seven countries outside the United States. We distributed approximately 25
million catalogs internationally in 1997 and 15 million in the first nine months
of 1998.
In 1991 we established full-service, direct marketing operations in
the United Kingdom. In late 1992 we began operations in France and Germany and
in 1993 and 1994 we acquired companies or initiated operations in Sweden,
Denmark, Norway, the Netherlands, Belgium, Finland and France. During the same
time frame, we also expanded into the non-European markets of Japan, Canada and
Mexico. In 1995 we acquired businesses in the United Kingdom, Germany,
Australia and Switzerland. In 1996 we acquired the Santa Clara,
California-based Inmac Corp. ("Inmac"). Inmac was a leading international
direct-response marketer of a wide range of personal computer and networking
products with operations in the United States, Canada, France, Germany, the
Netherlands, Sweden and the United Kingdom. Also in 1996, we discontinued our
Macintosh-only operations in Belgium and Switzerland. You can find more
information regarding our operations in different geographic areas in note 12 to
notes to consolidated financial statements contained in our Annual Report on
Form 10-K for the year ended December 31, 1997.
In November 1996 we acquired the business of USA Flex, a Bloomingdale,
Illinois manufacturer and direct marketer of IBM PC-compatible ("Wintel")
personal computer products. In July 1997, we acquired Online Interactive Inc., a
Seattle, Washington-based electronic software reselling business that offered
customers the ability to purchase and download software via the Internet.
In December 1997 we announced a major restructuring of our operations.
The restructuring objectives were to simplify our business worldwide, reduce our
cost structure, eliminate certain unprofitable businesses and concentrate
efforts on the productivity of the sales force and the continued growth of the
Wintel business. In connection with this restructuring, we discontinued our
Macintosh-dependent operations in Australia and Japan and completed the sale of
three small Macintosh-dependent operations in Denmark, Norway and Finland. In
the United States we consolidated our under-performing businesses USA Flex and
Online Interactive into our existing New Jersey and Connecticut facilities. In
addition, we reorganized our domestic sales force. These measures involved
eliminating approximately 600 positions or 14% of our workforce worldwide. By
September 30, 1998 the restructuring activities were substantially completed.
In 1998 we took steps to:
- increase our profitability;
- continue to improve our balance sheet, which at September 30
reflected $155 million in cash and marketable securities and no
debt;
- continue to expand our Internet activities; and
- commence a strategic recruitment program for expanding our
outbound telemarketing sales organization.
1
<PAGE>
We maintain a full-service distribution center in Wilmington, Ohio,
totaling approximately 288,000 square feet, and telemarketing centers in
Lakewood and Gibbsboro, New Jersey, and South Norwalk, Connecticut. We operate
24 hours a day, seven days a week in the United States. We also operate
telemarketing and distribution facilities in the United Kingdom, France,
Germany, Sweden, the Netherlands, Canada and Mexico. Our international
operations generally use the same distribution and order processing computer
systems and are able to exchange data with United States operations.
Our executive offices are located at 535 Connecticut Avenue, Norwalk,
Connecticut 06884, and our telephone number there is (203) 899-4000.
RISK FACTORS
IN EVALUATING US AND OUR BUSINESS, YOU SHOULD CAREFULLY CONSIDER ALL
THE INFORMATION CONTAINED IN THIS PROSPECTUS, INCLUDING THE FACTORS DISCUSSED
BELOW.
COMPETITION
The direct marketing industry and the computer products retail
business, in particular, are highly competitive. We compete with consumer
electronics and computer retail stores, including superstores. We also compete
with other direct marketers of hardware and software and computer related
products, including an increasing number of Internet retailers, some of which
sell products at or below cost. Certain hardware and software vendors are
selling their products directly through their own catalogs and over the
Internet. Some of our competitors have greater financial, marketing and other
resources than we do. We cannot assure you that we can continue to compete
effectively against our current or future competitors. In addition, price is
an important competitive factor in the personal computer hardware and software
market and we cannot assure you that we will not face increased price
competition. If we encounter new competition or fail to compete effectively
against our competitors, our business, financial condition and results of
operations could be adversely affected.
REDUCTION IN INCENTIVE PROGRAMS; SHIFTING OF INVENTORY RISK
We acquire products for resale both directly from manufacturers and
indirectly through distributors and other sources. Many of these manufacturers
and distributors previously provided us with incentives such as supplier
reimbursements, price protection payments, rebates and other similar
arrangements. The increasingly competitive computer hardware market has already
resulted in reduction and/or elimination of some of these incentive programs.
For example, Apple has initiated a number of restrictions on resellers,
including:
- more restrictive price protection and other terms; and
- reduced advertising allowances and incentives.
Additionally, manufacturers are limiting return rights and are also taking
steps to reduce their inventory exposure by supporting "build to order"
programs authorizing distributors and resellers to assemble computer hardware
under the manufacturers' brands. These trends reduce the costs to
manufacturers and shift the burden of inventory risk to resellers like us
which could negatively impact our business, financial condition and results
of operations. In addition, certain Wintel manufacturers who are our
suppliers including Compaq Computer Corp. have recently expanded their direct
sales efforts. The continuing impact of these matters may adversely affect
our business, financial condition and results of operations.
FOREIGN OPERATIONS
In addition to our activities in the United States, during the first
nine months of 1998, we generated 27.6% of our sales internationally. Foreign
operations are subject to general risks attendant to the conduct of business in
each foreign country, including economic uncertainties and each foreign
government's regulations. In addition, our international business may be
affected by changes in demand or pricing resulting from fluctuations in currency
exchange rates or other factors.
STOCK VOLATILITY
The technology sector of the United States stock market, and
particularly the group of Internet-related stocks within this sector, has
experienced substantial volatility in recent periods. The value of our common
stock is influenced by numerous conditions that impact the technology sector
or the stock market in general, whether or not such events relate to or
reflect upon our operating performance. Because of our Internet commerce
sites and the fact that certain of the products we sell are Internet-related,
some analysts and investors have perceived our stock to be Internet-related.
Accordingly our stock may be subject to the volatility experienced by
Internet-related stocks.
2
<PAGE>
The value of our common stock could also be impacted by other developments,
such as:
- fluctuations in our operating results;
- announcements regarding litigation;
- the loss of one or more significant vendors;
- increased competition;
- reduced vendor incentives and trade credit; and
- higher postage and operating expenses.
PRIVACY CONCERNS WITH RESPECT TO LIST DEVELOPMENT AND MAINTENANCE
We mail catalogs and send electronic messages to names in our
proprietary customer database and to potential customers whose names we obtain
from rented or exchanged mailing lists. World-wide public concern regarding
personal privacy has subjected the rental and use of customer mailing lists and
other customer information to increased scrutiny. Any domestic or foreign
legislation enacted limiting or prohibiting these practices could negatively
affect our business, financial condition and results of operations.
MANAGEMENT INFORMATION SYSTEMS
We depend on the accuracy and proper use of our management information
systems including our telephone system. Many of our key functions depend on the
quality and effective utilization of the information generated by our management
information systems, including:
- our ability to manage our inventory and accounts receivable
collections;
- our ability to purchase, sell and ship our products efficiently
and on a timely basis;
- our ability to maintain our operations.
These systems require continual upgrades to most effectively manage our
operations and customer data base.
CONTINUED DEVELOPMENT OF ELECTRONIC COMMERCE AND INTERNET INFRASTRUCTURE
DEVELOPMENT
We have had an increasing amount of sales made over the Internet in
part because of the growing use and acceptance of the Internet by end-users.
This growth is a recent development. No one can be certain that acceptance
and use of the Internet will continue to develop or that a sufficiently broad
base of consumers will adopt and continue to use the Internet and other
online services as a medium of commerce. Sales of computer products over the
Internet do not currently represent a significant portion of overall computer
product sales. Growth of our Internet sales is dependent on potential
customers using the Internet in addition to traditional means of commerce to
purchase products. We cannot accurately predict the rate at which they will
do so.
Our success in growing our internet business will depend in large
part upon the development of an infrastructure for providing Internet access
and services. If the number of Internet users or their use of Internet
resources continues to grow rapidly, such growth may overwhelm the existing
Internet infrastructure. Our ability to increase the speed with which we
provide services to customers and to increase the scope of such services
ultimately is limited by and reliant upon the speed and reliability of the
networks operated by third parties. We cannot assure you that networks and
infrastructure providing sufficient capacity and reliability will continue to
be developed.
QUARTERLY FLUCTUATIONS AND SEASONALITY
Several factors have caused our sales and results of operations to
fluctuate and we expect these fluctuations to continue on a quarterly basis.
Causes of these fluctuations include:
- the condition of the microcomputer industry in general;
- shifts in demand for hardware and software products;
- industry shipments of new products or upgrades;
- the timing of new merchandise and catalog offerings;
- fluctuations in response rates;
- fluctuations in postage, paper, shipping and printing costs and in
merchandise returns;
- adverse weather conditions that affect response, distribution or
shipping;
- shifts in the timing of holidays; and
- changes in our product offerings.
3
<PAGE>
We base our operating expenditures on sales forecasts. If revenues do not meet
expectations in any given quarter, our operating results could suffer.
In addition, customer response rates are subject to variations. The
first and last quarters of the year generally have higher response rates while
the two middle quarters typically have lower response rates. The slower quarters
are impacted by the summer months, particularly in Europe.
INCREASES IN POSTAGE, SHIPPING AND PAPER COSTS
Increases in postal or shipping rates and paper costs could
significantly impact the cost of producing and mailing our catalogs and shipping
customer orders. Postage prices and shipping rates increase periodically and we
have no control over future increases. The United States Postal Service recently
increased postal rates. Paper prices historically have been cyclical and we have
experienced substantial increases in the past. Significant increases in postal
or shipping rates and paper costs could adversely impact our business, financial
condition and results of operations, particularly if we cannot pass on such
increases to our customers or offset such increases by reducing other costs. In
addition, strikes or other service interruptions by the postal service or third
party couriers, such as Airborne Express, could undermine our ability to deliver
products on a timely basis.
STATE SALES TAX COLLECTION
Presently, we collect state sales tax, or other similar tax, only on
sales of products to residents of New Jersey, Connecticut, Ohio, Illinois,
Washington and Virginia. Various states have tried to impose on direct
marketers the burden of collecting state sales taxes on the sale of products
shipped to state residents. The United States Supreme Court has held that it
is unlawful for a state to impose sales tax collection obligations on an
out-of-state mail order company whose only contacts with the state are the
distribution of catalogs and other advertising materials through the mail and
subsequent delivery of purchased goods by parcel post and interstate common
carriers. It is possible, however, that legislation may be passed to overturn
such decision or the Supreme Court may change its position. Additionally, it
is currently uncertain whether electronic commerce, which includes our
various Internet sales activities, will be subject to state sales taxation.
The imposition of new state sales tax collection obligations on us would
increase our administrative expenses. This may impact our ability to compete
effectively on the basis of price.
In October 1998 Congress passed the Internet Tax Freedom Act (the
"ITFA"). The stated purpose of the ITFA is neutral tax treatment of economic
activity, electronic or otherwise. Toward this end, the ITFA prohibits state
and local taxes that discriminate against or single out the Internet. As part
of the Act, Congress created the Advisory Committee on Electronic Commerce,
charged to conduct an 18-month study of whether use of or sales on the
Internet should be taxed and, if so, how taxes could be applied without
subjecting the Internet and electronic commerce to special, discriminatory or
multiple taxation. Although it is not an issue specific to the Internet, one
of the agenda items for the Advisory Committee is a review of the sales tax
"nexus" issue as it relates to all direct marketers. We cannot assure you
that the Advisory Committee's report to Congress will not ultimately result
in a modification by legislation of the Supreme Court's favorable rulings
regarding sales and use taxation on out of state marketeers.
SEC INVESTIGATION
The staff of the SEC is conducting a formal investigation into the
events underlying the restatement of our financial statements covering years
1992 through 1995. We cannot predict the outcome of this investigation.
YEAR 2000 READINESS
We use software and related technologies throughout our business
that will be affected by the Year 2000 problem common to most businesses. The
Year 2000 problem concerns the inability of information systems, primarily
computer software programs, to properly recognize and process date sensitive
information as the Year 2000 approaches. During 1998 we undertook a
comprehensive review of our existing information systems to determine which
of our computer equipment and software might not function properly with
respect to dates referencing the Year 2000 and thereafter. As a result of
this evaluation we have begun making modifications to certain of our
worldwide systems and have replaced our financial software systems. In
connection with our Year 2000 readiness programs we have also established a
process for determining the Year 2000 readiness of our vendors, service
providers and major customers and the compatibility of systems interfaces for
electronic business transactions. Although our Year 2000 programs are
currently proceeding on schedule, we cannot assure you that the costs
relating to those programs will not exceed our estimates or that all of our
systems will be Year 2000 ready on the estimated timelines. If we or any of
our significant vendors or suppliers are unable to achieve Year 2000
readiness our business, financial condition and results of operations could
be materially adversely impacted.
4
<PAGE>
In addition, variability of definitions of "compliance with Year 2000"
and the computer products we sell that may themselves contain a Year 2000
problem may lead to claims against us, including claims arising out of the
failure of such products to be "compliant." We will rely upon the warranties of
the product manufacturers in case of any such claims but we have received no
assurance that such warranties will be sufficient to cover the costs and expense
of any successful claims. While we believe that the manufacturers of such
products fully intend to achieve Year 2000 compliance, we cannot assure you that
they will and we cannot predict the impact of their failure to achieve Year 2000
compliance on our operations.
ACQUISITIONS STRATEGY
We may choose to expand our business through acquisitions. We cannot
assure you that suitable acquisitions will be available to us on acceptable
terms, that financing for future acquisitions will be available on acceptable
terms, that future acquisitions will be advantageous to us or that
anticipated benefits of such acquisitions will be realized. The pursuit,
timing and integration of possible future acquisitions may cause substantial
fluctuations in our operating results.
CERTAIN PROVISIONS OF OUR CERTIFICATE OF INCORPORATION
Our certificate of incorporation contains provisions that may delay,
defer or prevent a change in control. The certificate of incorporation
authorizes the issuance of up to 100,000,000 shares of the our common stock
and 100,000 shares of our preferred stock. The Board of Directors has the
power to determine the price and terms under which any additional capital
stock may be issued and to fix the terms of our preferred stock and our
existing stockholders will not have preemptive rights regarding such price
and terms.
5
<PAGE>
USE OF PROCEEDS
These Shares are being issued to former employees as part of their
severance compensation. Accordingly, we will not receive any cash proceeds from
the issuance of the Shares.
PLAN OF DISTRIBUTION
The Shares are being issued to the following former employees (the
"Former Employees") as part of their severance compensation in the following
amounts:
<TABLE>
<CAPTION>
Employee Number of Shares
-------- ----------------
<S> <C>
John Ballantine 15,626
John Brown 15,626
Timothy Choate 15,626
Charles Gottschalk 15,626
Peter O'Dell 15,626
</TABLE>
The Former Employees may sell their shares in any of the following ways:
- - a block trade in which the broker or dealer attempts to sell the shares
as agent but may position and resell a portion of the block as
principal to facilitate the transaction;
- - purchases by a broker or dealer as principal and resale by such broker
or dealer for its own account;
- - exchange distributions and/or secondary distributions in accordance
with the rules of Nasdaq;
- - ordinary brokerage transactions in which the broker solicits
purchasers; and
- - privately negotiated transactions.
LEGAL MATTERS
The validity of the common stock offered hereby has been passed upon
for Micro Warehouse, Inc. by Bruce L. Lev, Esq., Executive Vice-President, Legal
and Corporate Affairs, General Counsel and Secretary of the Company.
EXPERTS
The consolidated financial statements and schedule of Micro
Warehouse, Inc. as of December 31, 1997 and 1996, and for each of the years
in the three-year period ended December 31, 1997, have been incorporated by
reference herein in reliance upon the reports of KPMG LLP, independent
certified public accountants, also incorporated by reference herein, and upon
its authority as an expert in accounting and auditing. To the extent that
KPMG LLP audits and reports on our financial statements issued at future
dates, and consents to the use of their report thereon, such financial
statements also will be incorporated by reference in the Registration
Statement of which this Prospectus forms a part in reliance upon their report
and authority.
6
<PAGE>
WE HAVE NOT AUTHORIZED ANYONE TO GIVE YOU ANY INFORMATION OR TO MAKE
ANY REPRESENTATIONS ABOUT THE TRANSACTIONS DISCUSSED IN THIS PROSPECTUS OTHER
THAN THOSE CONTAINED IN THIS PROSPECTUS. IF YOU ARE GIVEN ANY INFORMATION OR
REPRESENTATIONS NOT DISCUSSED IN THIS PROSPECTUS, YOU MUST NOT RELY ON THAT
INFORMATION OR REPRESENTATION. THIS PROSPECTUS IS NOT AN OFFER TO SELL THESE
SECURITIES AND IS NOT SOLICITING AN OFFER TO BUY THESE SECURITIES IN ANY STATE
WHERE THE OFFER OR SALE IS PROHIBITED. THE INFORMATION IN THIS PROSPECTUS IS
CURRENT ONLY AS OF THE DATE ON THE FRONT COVER, AND ANY CHANGE AFTER THAT DATE.
WE DO NOT MAKE ANY REPRESENTATION THAT THE STATE OF OUR AFFAIRS IS THE SAME AS
THAT DESCRIBED IN THIS pROSPECTUS OR THAT THE INFORMATION CONTAINED IN THIS
PROSPECTUS IS CORRECT AS OF ANY DATE AFTER THE DATE ON THE FRONT COVER, NOR DO
WE IMPLY THOSE THINGS BY DELIVERING THIS PROSPECTUS OR SELLING SECURITIES TO
YOU.
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
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<S> <C>
AVAILABLE INFORMATION.......................................................i
ANNUAL AND QUARTERLY REPORTS...............................................ii
INCORPORATION OF CERTAIN DOCUMENTS
BY REFERENCE...............................................................ii
THE COMPANY................................................................1
RISK FACTORS...............................................................2
USE OF PROCEEDS............................................................6
PLAN OF DISTRIBUTION.......................................................6
LEGAL MATTERS..............................................................6
EXPERTS....................................................................6
</TABLE>
78,130 SHARES
MICRO WAREHOUSE, INC.
COMMON STOCK
-----------------
PROSPECTUS
-----------------
, 1999
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION
The estimated expenses to be incurred in connection with the issuance
and distribution of the securities covered by this Registration Statement are
estimated as follows:
<TABLE>
<S> <C>
Securities and Exchange Commission filing fee........ 890.00
Printing expenses.................................... 200.00
Accounting fees and expenses......................... 5,000.00
Legal fees and expenses.............................. 15,000.00
Miscellaneous........................................ 2,910.00
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Total................................................ $24,000.00
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</TABLE>
The Former Employees are bearing no portion of the expenses of the
offering.
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's certificate of incorporation and by-laws provide for the
indemnification of its directors, officers, employees and agents and its
subsidiaries to the fullest extent that may be permitted by Delaware law from
time to time. Under Delaware law, directors, officers, employees and other
individuals may be indemnified against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement in connection with specified
actions, suits or proceedings, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation (a
"derivative action")) if they acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the Company
and, with respect to any criminal action or proceeding, had no reasonable cause
to believe their conduct was unlawful. A similar standard of care is applicable
in the case of a derivative action, except that indemnification only extends to
expenses (including attorneys' fees) incurred in connection with defense or
settlement of such an action and Delaware law requires court approval before
there can be any indemnification of expenses where the person seeking
indemnification has been found liable to the Company.
The certificate provides, among other things, that the Company will, to
the fullest extent permitted by Section 145 of the General Corporation law of
Delaware, as the same may be amended and supplemented, indemnify any and all
persons whom it shall have power to indemnify under such section from and
against any and all of the expenses, liabilities or other matters referred to in
or covered by such section, and the indemnification provided for therein shall
not be deemed exclusive of any other rights to which those indemnified may be
entitled under any law, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in their official capacity and as to
action in another capacity while holding such office, and shall continue as to a
person who has ceased to be a director, officer, employee or agent and shall
inure to the benefit of the heirs, executors and administrators of such a
person. The certificate also includes a provision eliminating directors'
exposure to liability for monetary damages for breaches of their fiduciary duty
of care as directors. The provision does not eliminate the directors' (i)
liability for monetary damages for breach of the duty of loyalty to the Company
or its stockholders, (ii) liability for acts or omissions not in good faith or
involving intentional misconduct or a knowing violation of law, (iii) liability
for the improper purchase or redemption of stock or the payment of improper
dividends, and (iv) liability for any transaction from which a director received
an improper personal benefit. In addition, the provision does not apply to
claims made against directors by third parties or to persons who are officers as
well as directors when acting in their capacities as officers.
The Company is a party to indemnification agreements (the
"Indemnification Agreements") with each of its officers and directors (each an
"Indemnitee"). Under these Indemnification Agreements, the Company must
indemnify an Indemnitee to the fullest extent permitted by Delaware Law for
losses and expenses incurred in connection with actions in which the Indemnitee
is involved by reason of having been a director or employee of the Company. The
Company is also obligated to advance expenses an Indemnitee may incur in
connection with such actions before any resolution of the action, and the
Indemnitee may sue to enforce his or her right to indemnification or advancement
of expenses.
II-1
<PAGE>
The Company also maintains an insurance policy insuring its directors
and officers against liability for certain acts and omissions while acting in
their official capacities.
ITEM 16. EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION OF EXHIBIT
- ------- ----------------------
<S> <C>
3.1(8) Amended and Restated Certificate of Incorporation of the Company
3.2(10) Amended and Restated By-Laws of the Company
4.1(1) Stockholders Rights Plan dated June 27, 1996
5.1 Opinion of Bruce L. Lev, Esq.
10.1(2) 1992 Stock Option Plan
10.2(3) Amendment No. 1 to 1992 Stock Option Plan
10.3(4) Amendment No. 2 to 1992 Stock Option Plan
10.4(8) Amended and Restated 1994 Stock Option Plan
10.5(2) Lease Agreements between C.P. Lakewood, L.P. and the Company relating
to the Lakewood, New Jersey facilities
10.6(2) Lease Agreement between Miller-Valentine Partners and the Company relating
to the Wilmington, Ohio facility
10.7(2) Lease Agreement between Peter Godfrey and the Company relating to
the South Norwalk, Connecticut facility
10.8(2) (a)Lease Agreement between Hialet Associates and the Company
relating to a South Norwalk, Connecticut facility (53 Water
Street)
10.9(2) (b)Lease Agreement between Hialet Associates and the Company
relating to a South Norwalk, Connecticut facility (29
Haviland Street)
10.10(2) Lease Agreement between 50 Water Street Associates and the
Company relating to the South Norwalk, Connecticut facility
10.11(2) Lease between Union Square Assoc. Ltd. Part. and the Company relating
to the South Norwalk, Connecticut facility
10.12(2) Lease Agreement between South Norwalk Redevelopment Partnership
and the Company relating to the South Norwalk, Connecticut facility
10.13(2) Second Amendment to Lease Agreement between Peter Godfrey
and the Company relating to the South Norwalk, Connecticut
facility (47 Water Street)
10.14(2) Second Amendment to Lease Agreement between Hialet Associates
and the Company relating to the South Norwalk, Connecticut facility
(53 Water Street)
10.15(5) Lease Agreement between BBS Norwalk One Inc. and the Company
relating to the Norwalk, Connecticut facility
10.16(3) Employment Agreement between Peter Godfrey and the Company
10.17(2) Employment Agreement between Stephen England and the Company
10.18(6) Employment Agreement between Adam W. Shaffer and the Company
10.19(6) Amendment to Employment Agreement between Adam W. Shaffer
and the Company
10.20(7) Employment Agreement between Linwood A. Lacy, Jr. and the Company
10.21(7) Amendment to Employment Agreement between Linwood A. Lacy, Jr.
and the Company
10.22(3) Employment Agreement between Bruce L. Lev and the Company
10.23(8) Consulting Services Agreement between Felix Dennis and the Company,
as amended
10.24(8) Form of Indemnification Agreement with Officers and Directors
10.25(8) Amended and Restated Credit Agreement among the Company, the
Subsidiaries of the Company, and The Chase Manhattan Bank dated
as of December 31, 1997
10.26(8) Resignation Agreement by and between Linwood A. Lacy, Jr. and the
Company dated December 8, 1997
10.27(8) Resignation Agreement by and between Kris Rogers and the Company
dated January 28, 1998
10.28(9) Severance Agreement and General Release between Stephen F. England and the Company dated
October 19, 1998
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
11(9) Statement re Computation of Per Share Earnings
21.1(8) Subsidiaries of the Company
23.1 Consent of Independent Auditors
23.2 Consent of Bruce L. Lev, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
- ----------
(1) Incorporated by reference to our Registration Statement on Form 8-A
(File No. 00-20730)
(2) Incorporated by reference to our Registration Statement on Form S-1
(File No. 33-53100)
(3) Incorporated by reference to our Annual Report on Form 10-K for fiscal year
1995
(4) Incorporated by reference to our Annual Report on Form 10-K for fiscal year
1996
(5) Incorporated by reference to our Form 10-Q for the quarter ended
June 30, 1994
(6) Incorporated by reference to our Registration Statement on Form S-1
(File No. 33-66066)
(7) Incorporated by reference to our Form 10-Q for the quarter ended
September 30, 1996
(8) Incorporated by reference to our Annual Report on Form 10-K for fiscal year
1997
(9) Incorporated by reference to our Form 10-Q for the quarter ended
September 30, 1998
(10)Incorporated by reference to our Current Report on Form 8-K dated
December 31, 1998
ITEM 17. UNDERTAKINGS
The 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 of 1933, as amended (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 a 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; and
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement;
provided, however, that paragraphs (1)(i) and (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 Securities
Exchange Act of 1934, as amended (the "Exchange Act") that are
incorporated by reference in this 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;
(4) the 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 that is incorporated by reference in this
Registration Statement shall be deemed to be a
II-3
<PAGE>
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; and
(5) that, for purposes of determining any liability under the
Securities Act, the information omitted from the form of prospectus
filed as part of this Registration Statement in reliance upon Rule 430A
and contained in a form of prospectus filed by the Registrant pursuant
to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be
deemed to be part of this Registration Statement as of the time it was
declared effective and (ii) for the purpose of determining any
liability under the Securities Act, each post-effective amendment that
contains a form of prospectus 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.
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 of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Norwalk, State of Connecticut, on January 25, 1999.
MICRO WAREHOUSE, INC.
By: /s/ Peter Godfrey
-----------------------------------------------------
Peter Godfrey
Chairman of the Board of Directors, President and
Chief Executive Officer
SIGNATURES AND POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints
Peter Godfrey and Bruce L. Lev, and each of them, his true and lawful
attorneys-in-fact and agents, with full power of substitution and resubstitution
for him and in his name, place and stead in any and all capacities, to sign any
and all amendments (including post-effective amendments) to this Registration
Statement (or any other registration statement for the same offering that is to
be effective upon filing pursuant to Rule 462(b) under the Securities Act) and
to file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, and to take such actions
in, and file with the appropriate authorities in, whatever states said
attorneys-in-fact and agents, and each of them, shall determine, such
applications, statements, consents and other documents as may be necessary or
expedient to register securities of the Company for sale, granting unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and conforming all that said attorneys-in-fact and agents, or any of
them, or their or his substitute or substitutes, may lawfully do or cause to be
done by virtue hereof and the registration hereby confers like authority on its
behalf.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated:
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Peter Godfrey Chairman of the Board of Directors, January 25, 1999
- -------------------------- President and Chief Executive Officer
Peter Godfrey (Principal Executive Officer)
/s/ Wayne P. Garten Executive Vice President and Chief January 25, 1999
- -------------------------- Financial Officer (Principal Financial
Wayne P. Garten Officer and Principal Accounting
Officer)
/s/ Felix Dennis Director January 25, 1999
- --------------------------
Felix Dennis
/s/ Frederick H. Fruitman Director January 25, 1999
- --------------------------
Frederick H. Fruitman
/s/ Joseph M. Walsh Director January 25, 1999
- --------------------------
Joseph M. Walsh
</TABLE>
<PAGE>
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1(8) Amended and Restated Certificate of Incorporation of the Company
3.2(10) Amended and Restated By-Laws of the Company
4.1(1) Stockholders Rights Plan dated June 27, 1996
5.1 Opinion of Bruce L. Lev, Esq.
10.1(2) 1992 Stock Option Plan
10.2(3) Amendment No. 1 to 1992 Stock Option Plan
10.3(4) Amendment No. 2 to 1992 Stock Option Plan
10.4(8) Amended and Restated 1994 Stock Option Plan
10.5(2) Lease Agreements between C.P. Lakewood, L.P. and the Company relating
to the Lakewood, New Jersey facilities
10.6(2) Lease Agreement between Miller-Valentine Partners and the Company relating
to the Wilmington, Ohio facility
10.7(2) Lease Agreement between Peter Godfrey and the Company relating to
the South Norwalk, Connecticut facility
10.8(2) (a)Lease Agreement between Hialet Associates and the Company
relating to a South Norwalk, Connecticut facility (53 Water
Street)
10.9(2) (b)Lease Agreement between Hialet Associates and the Company
relating to a South Norwalk, Connecticut facility (29
Haviland Street)
10.10(2) Lease Agreement between 50 Water Street Associates and the
Company relating to the South Norwalk, Connecticut facility
10.11(2) Lease between Union Square Assoc. Ltd. Part. and the Company relating
to the South Norwalk, Connecticut facility
10.12(2) Lease Agreement between South Norwalk Redevelopment Partnership
and the Company relating to the South Norwalk, Connecticut facility
10.13(2) Second Amendment to Lease Agreement between Peter Godfrey
and the Company relating to the South Norwalk, Connecticut
facility (47 Water Street)
10.14(2) Second Amendment to Lease Agreement between Hialet Associates
and the Company relating to the South Norwalk, Connecticut facility
(53 Water Street)
10.15(5) Lease Agreement between BBS Norwalk One Inc. and the Company
relating to the Norwalk, Connecticut facility
10.16(3) Employment Agreement between Peter Godfrey and the Company
10.17(2) Employment Agreement between Stephen England and the Company
10.18(6) Employment Agreement between Adam W. Shaffer and the Company
10.19(6) Amendment to Employment Agreement between Adam W. Shaffer
and the Company
10.20(7) Employment Agreement between Linwood A. Lacy, Jr. and the Company
10.21(7) Amendment to Employment Agreement between Linwood A. Lacy, Jr.
and the Company
10.22(3) Employment Agreement between Bruce L. Lev and the Company
10.23(8) Consulting Services Agreement between Felix Dennis and the Company,
as amended
10.24(8) Form of Indemnification Agreement with Officers and Directors
10.25(8) Amended and Restated Credit Agreement among the Company, the
Subsidiaries of the Company, and The Chase Manhattan Bank dated
as of December 31, 1997
10.26(8) Resignation Agreement by and between Linwood A. Lacy, Jr. and the
Company dated December 8, 1997
10.27(8) Resignation Agreement by and between Kris Rogers and the Company
dated January 28, 1998
10.28(9) Severance Agreement and General Release between Stephen F. England and the Company dated
October 19, 1998
11(9) Statement re Computation of Per Share Earnings
21.1(8) Subsidiaries of the Company
23.1 Consent of Independent Auditors
</TABLE>
<PAGE>
<TABLE>
<S> <C>
23.2 Consent of Bruce L. Lev, Esq. (included in Exhibit 5.1)
24.1 Power of Attorney (included on signature page)
</TABLE>
- ----------
(1) Incorporated by reference to our Registration Statement on Form 8-A
(File No. 00-20730)
(2) Incorporated by reference to our Registration Statement on Form S-1
(File No. 33-53100)
(3) Incorporated by reference to our Annual Report on Form 10-K for fiscal year
1995
(4) Incorporated by reference to our Annual Report on Form 10-K for fiscal year
1996
(5) Incorporated by reference to our Form 10-Q for the quarter ended
June 30, 1994
(6) Incorporated by reference to our Registration Statement on Form S-1
(File No. 33-66066)
(7) Incorporated by reference to our Form 10-Q for the quarter ended
September 30, 1996
(8) Incorporated by reference to our Annual Report on Form 10-K for fiscal year
1997
(9) Incorporated by reference to our Form 10-Q for the quarter ended
September 30, 1998
(10)Incorporated by reference to our Current Report on Form 8-K dated
December 31, 1998
<PAGE>
EXHIBIT 5.1
January 25, 1999
Micro Warehouse, Inc.
535 Connecticut Avenue
Norwalk, Connecticut 06854
Ladies and Gentlemen:
I have acted as counsel to Micro Warehouse, Inc., a Delaware
corporation (the "Company"), in connection with the Registration Statement on
Form S-3 (the "Registration Statement") of the Company filed in connection
with the registration under the Securities Act of 1933, as amended, of
approximately 78,130 shares of the Company's Common Stock, par value $.01 per
share (the "Common Stock"). The Common Stock is being registered by the
Company in connection with issuance of the same to certain of its former
employees as part of their severance compensation.
For purposes of this opinion, I have examined such matters of law and
originals, or copies certified or otherwise identified to my satisfaction, of
such documents, corporate records and other instruments as I have deemed
necessary. In my examination, I have assumed the genuineness of all signatures,
the authenticity of all documents submitted to me as certified, photostatic or
conformed copies and the authenticity of originals of all such latter
documents. I have also assumed the due execution and delivery of all documents
where due execution and delivery are prerequisites to the effectiveness thereof.
I have relied upon certificates of public officials and certificates of officers
of the Company for the accuracy of material factual matters contained therein
which were not independently established.
Based on the foregoing, it is my opinion that, subject to effectiveness
with the Securities and Exchange Commission, the Common Stock, when issued by
the Company, will be duly authorized and validly issued and will be fully paid
and nonassessable.
I hereby consent to the use of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Bruce L. Lev
------------------------------------
Bruce L. Lev, Esq.
Executive Vice President-Legal and Corporate
Affairs, General Counsel and Secretary
<PAGE>
EXHIBIT 23.1
INDEPENDENT AUDITORS' CONSENT
THE BOARD OF DIRECTORS AND STOCKHOLDERS
OF MICRO WAREHOUSE, INC.:
We consent to incorporation by reference in the registration statement on Form
S-3 of Micro Warehouse, Inc. of our reports dated February 18, 1998, relating to
the consolidated balance sheets of Micro Warehouse, Inc. and subsidiaries as of
December 31, 1997 and 1996, and the related consolidated statements of
operations, stockholders' equity, and cash flows, and the related schedule, for
each of the years in the three-year period ended December 31, 1997, which
reports appear in the December 31, 1997, annual report on Form 10-K of Micro
Warehouse, Inc., and to the reference to our firm under the heading "Experts" in
the Prospectus.
Stamford, Connecticut KPMG LLP
January 21, 1999
