As filed with the Securities and Exchange Commission on July 30, 1999
Registration No. 333-
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------------
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
---------------------
MICRO WAREHOUSE, INC.
(Exact name of Registrant as specified in its charter)
Delaware 06-1192793
(State of Incorporation) (I.R.S. Employer
Identification No.)
535 Connecticut Avenue
Norwalk, Connecticut 06854
(Address of principal executive offices)
---------------------
MICRO WAREHOUSE, INC. 1994 STOCK OPTION PLAN
(Full title of the Plan)
----------------------
Bruce L. Lev, Esq.
Executive Vice President of Legal and Corporate
Affairs and General Counsel
535 Connecticut Avenue
Norwalk, Connecticut 06854
(203) 899-4000
(Name, address, including zip code and telephone number,
including area code, of agent for service)
----------------------
<TABLE>
<CAPTION>
================================================================================================================
CALCULATION OF REGISTRATION FEE
================================================================================================================
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered (1) Offering Price Per Aggregate Offering Registration
Registered -------------- Share(2) Price(2) Fee
------------------- ------------------ ------------------ ------------
<S> <C> <C> <C> <C>
Common Stock, par
value $.01 per share 2,000,000 14.78 29,560,000 $8,218.00
================================================================================================================
</TABLE>
(1) Such additional indeterminable number of shares of Common Stock is
hereby registered as may be required by reason of the anti-dilution
provisions of the Micro Warehouse, Inc. 1994 Stock Option Plan.
(2) Computed in accordance with Rules 457(c) and 457(h) solely for the
purpose of calculating the registration fee on the basis of the
average high and low price of our common stock as reported on The
Nasdaq National Market on July 29, 1999.
<PAGE>
PART II: INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Information Incorporated by Reference
The contents of our Registration Statements on Form S-8 filed with
the Securities and Exchange Commission on February 6, 1996 (Registration No.
333-1098) and August 19, 1997 (Registration No. 333-33945) are hereby
incorporated by reference. Our Annual Report on Form 10-K for the fiscal year
ended December 31, 1998, our Quarterly Report on Form 10-Q for the quarter ended
March 31, 1999, our Current Report on Form 8-K filed with the Commission on
March 26, 1999, as amended on April 7, 1999, and the description of our common
stock contained in our registration statement on Form 8-A filed with the
Commission on October 14, 1992, are hereby incorporated by reference.
All documents and reports filed by us pursuant to Section 13(a),
13(c), 14, or 15(d) of the Securities Exchange Act of 1934 after the date of
this registration statement and prior to the filing of a post effective
amendment which indicates that all shares of common stock being offered have
been sold or which deregisters all such common stock which remains unsold are
deemed to be incorporated by reference in this registration statement and to be
a part hereof from the respective dates of filing of such documents or reports.
Any statement contained in a document incorporated or deemed to be incorporated
by reference herein is deemed to be modified or superseded for purposes of this
registration statement to the extent that a statement contained in such
documents or in any other subsequently filed document which also is or is deemed
to be incorporated by reference modifies or supersedes such statement. Any such
statement so modified or superseded will not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
Item 5. Interests of Named Experts and Counsel
The validity of the shares of common stock being registered has been
passed upon for us by Bruce L. Lev, Esq., our Executive Vice President of Legal
and Corporate Affairs and General Counsel. As of July 30, 1999, Mr. Lev owns
options to purchase 211,000 shares of our common stock of which 115,534 were
vested and exercisable.
Item 6. Exhibits
Exhibit
Number Document
------ ---------------------------------------------
4.1 Micro Warehouse, Inc. 1994 Stock Option Plan, as amended.
5.1 Opinion of counsel as to legality of securities being
registered.
23.1 Consent of counsel (contained in Exhibit 5.1).
23.2 Consent of KPMG LLP.
24.1 Power of Attorney (included on signature page).
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Company
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 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 July 30, 1999.
MICRO WAREHOUSE, INC.
By: /s/ Bruce L. Lev
--------------------------------------------
Bruce L. Lev
Executive Vice President of Legal and Corporate
Affairs and General Counsel
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
confirming 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:
Signature Title Date
--------- ----- ----
Peter Godfrey Chairman of the Board, President and July 29, 1999
Chief Executive Officer
(Principal Executive Officer)
Felix Dennis Director July 29, 1999
Frederick H. Fruitman Director July 29, 1999
Joseph M. Walsh Director July 29, 1999
<PAGE>
Wayne P. Garten Executive Vice President and Chief July 29, 1999
Financial Officer (Principal Financial
Officer and Principal Accounting
Officer)
<PAGE>
INDEX TO EXHIBITS
Exhibit
Number Exhibit
- ------ -------
4.1 Micro Warehouse, Inc. 1994 Stock Option Plan, as amended
5.1 Opinion of counsel as to legality of securities being registered
23.1 Consent of counsel (contained in Exhibit 5.1)
23.2 Consent of KPMG LLP
24.1 Power of Attorney (included on signature page)
MICRO WAREHOUSE, INC.
1994 STOCK OPTION PLAN
1. Purpose. The purpose of this 1994 Stock Option Plan (the "1994 Plan")
is to secure for Micro Warehouse, Inc., a Delaware corporation (the "Company"),
and its shareholders the benefits arising from capital stock ownership by
employees, directors and consultants of the Company and any subsidiaries who
will be responsible for the Company's future by stimulating their efforts on
behalf of the Company's further growth and continued success.
2. Shares Subject to the 1994 Plan. Subject to adjustment, as provided in
paragraph 10, the stock to be offered under the 1994 Plan shall consist of
shares of the Company's Common Stock ("Stock"), and the number of shares of
Stock that may be issued upon exercise of all options granted under the 1994
Plan shall not exceed in the aggregate 6,000,000 shares; however, the maximum
number of shares underlying an option grant shall not exceed 500,000 in any one
year to any individual. Such shares may be authorized and unissued shares or may
be treasury shares. If an option granted under the 1994 Plan shall expire or
terminate for any reason without having been exercised in full, the unpurchased
shares subject to such option shall again be available under the 1994 Plan.
Stock issued under the 1994 Plan may be subject to such restrictions on
transfer, repurchase rights or other restrictions as shall be determined by the
Board of Directors of the Company ("the Board") or a Committee of the Board (the
"Committee") as determined under paragraph 4 hereinbelow.
3. Effective Date and Duration of the 1994 Plan.
(a) Effective Date. The 1994 Plan shall become effective when
adopted by the Board or the Committee, but no option granted under the 1994 Plan
shall be exercised prior to the approval of the 1994 Plan by the holders of at
least a majority of the outstanding shares of capital stock of the Company
voting thereon. Subject to this limitation, options may be granted at any time
after the effective date and before termination of the 1994 Plan.
(b) Duration. The 1994 Plan shall continue in effect until, in the
aggregate, options have been granted and exercised with respect to all of the
shares available under the 1994 Plan as set forth in paragraph 2, subject to any
adjustments herein; provided, however, that unless sooner terminated by action
of the Board or the Committee, the 1994 Plan shall terminate on, and no options
shall be granted on or after, the tenth (10th) anniversary of the effective
date. The Board or the Committee shall have the right to suspend or terminate
the 1994 Plan at any time except with respect to options then outstanding under
the 1994 Plan.
4. Administration.
The 1994 Plan shall at all times be administered in accordance with the
regulations of Rule 16b-3 of the Securities and Exchange Act of 1934 as amended
by the Securities and Exchange Commission release No. 34-37260. The 1994 Plan
may be administered by the Board of Directors or by a Committee of two or more
"non-employee directors". The Board or the Committee shall determine and
designate, from time to time the employees, directors and consultants to whom
options shall be granted and the number of shares to be covered by each option,
the option price, the period of each option, and the time
<PAGE>
or times at which options may be exercised. Subject to the provisions of the
1994 Plan, the Board or the Committee may, from time to time, adopt rules and
regulation relating to administration of the 1994 Plan and make all other
determinations in the judgment of the Board or the Committee necessary or
desirable for the administration of the 1994 Plan. The interpretation and
construction of the provisions of the 1994 Plan and stock option agreements
implemented thereunder by the Board or the Committee shall be final and
conclusive. The Board or the Committee may correct any defect or supply any
omission or reconcile any inconsistency in the 1994 Plan or in any option
agreement in the manner and to the extent it shall deem expedient to carry the
1994 Plan into effect and it shall be the sole and final judge of such
expediency.
5. Grants, Awards and Sales.
(a) Type of Security. The Board or the Committee may, from time to
time, take the following action, separately or in combination, under the 1994
Plan: (i) grant Incentive Stock Options, as defined in Section 422A of the
Internal Revenue Code of 1986, as amended (the "Code"), as provided in paragraph
5(b); and (ii) grant options other than Incentive Stock Options (herein
"Nonstatutory Stock Options") as provided in paragraph 5(c). The Board or the
Committee shall specify the action taken with respect to each optionee granted
any option under the 1994 Plan, and shall specifically designate each option
granted under the 1994 Plan as an Incentive Stock Option or Nonstatutory Stock
Option.
(b) Incentive Stock Options. Incentive Stock Options shall be
subject to the following additional terms and conditions:
(i) In no event shall the aggregate fair market value
(determined at the time such options are granted) of the Stock with respect to
which the employee's Incentive Stock Options first become exercisable during any
calendar year under the 1994 Plan or under any other incentive stock option plan
(within the meaning of Section 422A of the Code) of the Company or a subsidiary
or parent corporation of the Company exceed $100,000.
(ii) An Incentive Stock Option may be granted under the 1994
Plan to an employee possessing more than ten percent (10%) of the total combined
voting power of all classes of stock of the Company or of any parent or
subsidiary of the Company only if the option price is at least one hundred ten
percent (110%) of the fair market value of the Stock subject to the option on
the date it is granted and the option by its terms is not exercisable after the
expiration of ten (10) years from the date it is granted.
(iii) Incentive Stock Options may be granted under the 1994
Plan only to employees of the Company or any parent or subsidiary of the
Company. Except as provided in paragraph 9, no Incentive Stock Options granted
under the 1994 Plan may be exercised unless at the time of such exercise the
optionee is employed by the Company or any parent or subsidiary of the Company
and shall have been so employed continuously since the date such option was
granted. Absence on leave or on account of illness or disability shall not be
deemed an interruption of employment for this purpose, except under rules
prescribed by the Board or Committee in its discretion.
(iv) Subject to paragraphs 5(b)(ii) and 5(b)(iii), Incentive
Stock Options granted under the 1994 Plan shall continue in effect for the
period fixed by the Board or the Committee, except that no Incentive Stock
Option shall be exercisable after the expiration of ten (10) years from the date
it is granted.
(v) The option price per share shall be determined by the
Board or the Committee at the
<PAGE>
time of grant. Except as provided in paragraph 5(b)(ii), the option price shall
not be less than one hundred percent (100%) of the fair market value of the
shares covered by the Incentive Stock Option at the date the option is granted.
The fair market value of shares covered by an Incentive Stock Option shall be
determined by the Board or the Committee.
(vi) Stock acquired upon exercise of the Incentive Stock
Options shall not be disposed of: [1] within two (2) years following the date
the option was granted and [2] within one (1) year following the date the Stock
is transferred to the employee.
(c) Nonstatutory Stock Options. Nonstatutory Stock Options shall be
subject to the following terms and conditions:
(i) Nonstatutory Stock Options may be granted under the 1994
Plan to employees, directors and consultants of the Company or any parent or
subsidiary of the Company. Nonstatutory Stock Options granted under the 1994
Plan shall continue in effect for the period fixed by the Board or the
Committee, except that a Nonstatutory Stock Option shall not be exercisable
after the expiration of ten (10) years from the date it is granted.
(ii) The option price per share shall be determined by the
Board or Committee at the time of grant. The option price may be more or less
than or equal to the fair market value of the shares covered by the Nonstatutory
Stock Option on the date the option is granted, provided that in no event shall
the exercise price be less than eighty-five percent (85%) of the fair market
value on such date. The fair market value of the shares covered by a
Nonstatutory Stock Option shall be determined by the Board or the Committee.
(d) Long Term Incentive Compensation Plan. Options may be granted
under the Company's long Term Incentive Compensation Plan to certain key
executives of the Company. The number of option grants is determined in advance
on the basis of the Company's earnings per share, earnings before interest and
taxes and revenue target levels, subject to amendment by the Board or Committee.
6. Exercise of Options. Except as provided in paragraph 8, options granted
under the 1994 Plan may be exercised from time to time over the period stated in
each option agreement in such amounts and at such times as shall be prescribed
by the Board or the Committee, provided that options shall not be exercised for
fractional shares. Unless otherwise determined by the Board or the Committee at
the date of grant, if the optionee does not exercise an option in any one (1)
year with respect to the full number of shares to which the optionee is entitled
in that year, the optionee's rights shall be cumulative and the optionee may
exercise an option as to those shares in any subsequent year during the term of
the option.
7. Nontransferability.
(a) Options. Each option granted under the 1994 Plan by its terms
shall be nonassignable and nontransferable by the optionee, either voluntarily
or by operation of law, except that options may be assigned or transferred as
follows to: members of the optionee's immediate family intended to include
parents, spouse, children or grandchildren; or trusts, family partnerships, or
other like entities provided that all of the beneficiaries of the same are
members of said immediate family, or to any person or entity by will or by the
laws of descent and distribution of the state or country of the optionee's
domicile at the time of death. In all events, the transferrees' rights with
respect to any such option shall be subject to and
<PAGE>
fully governed by the provisions of the Plan and any provisions which would have
affected any transferred options had the same not been transferred shall, pari
passu, govern said options. Upon any attempt to transfer, assign, pledge,
hypothecate or otherwise dispose of any option under this 1994 Plan or of any
right or privilege conferred hereby or hereunder contrary to the provisions
hereof, or upon the sale or levy or any attachment or similar process upon the
rights and privileges conferred hereby or hereunder, such option relating
thereto shall thereupon terminate and become null and void. In all events, each
such option by its terms shall be exercisable by either the optionees or
transferrees permitted hereinabove.
(b) Stock. Stock issued upon exercise of an option may have, in
addition to restrictions on transfer imposed by law, such restrictions on
transfer as may be determined by the Board or the Committee.
8. Termination of Employment or Death.
(a) In the event the employment by or affiliation with the Company
or any parent or subsidiary of the Company by an optionee is terminated by
retirement or for any reason, voluntarily or involuntarily, with or without
cause, other than in the circumstances specified in the subparagraph (b) below,
any option held by such optionee may be exercised at any time prior to its
expiration date or the expiration of three (3) months after the date of such
termination of employment (or affiliation), whichever is the shorter period, but
only if and to the extent the optionee was entitled to exercise the option on
the date of such termination. With reference to Nonstatutory Stock Options, the
Board or the Committee may, in its discretion, extend the three (3) month period
any length of time not later than the expiration date of the option, subject to
such terms and conditions as the Board or the Committee may determine.
(b) In the event an optionee's employment by or affiliation with the
Company or any parent or subsidiary of the Company is terminated because of
death or permanent disability ("permanent disability" is defined as an illness
which will prevent an optionee from performing his duties for a continuous
period of six months), any and all Incentive Stock Options and/or Nonstatutory
Stock Options held by such optionee shall immediately vest and become
exercisable. If an optionee's employment by or affiliation with the Company is
terminated by death, any option held by the optionee shall be exercisable only
by the person or persons to whom such optionee's rights under such option shall
pass by the optionee's will or by the laws of descent and distribution of the
state or country of the optionee's domicile at the time of death. Any option
governed by this subparagraph must be exercised prior to the earlier of the
expiration of twelve (12) months from the date of disability or death or the
expiration of the option; provided, however, in the event optionee's employment
or affiliation with the Company is terminated because of death or permanent
disability, the Board or the Committee may, in its discretion, extend the twelve
(12) month period any length of time not later than the expiration date of the
option, subject to such terms and conditions as the Board or the Committee may
determine.
(c) To the extent an option held by any deceased optionee or by any
optionee whose employment or affiliation with the Company is terminated shall
not have been exercised within the limited periods provided above, all further
rights to purchase shares pursuant to such option and all other rights relating
to such option shall cease and terminate at the expiration of such periods.
9. Purchase of Shares Pursuant to Option. Shares may be purchased or
acquired pursuant to an option granted under the 1994 Plan only upon receipt by
the Company of notice in writing from the optionee of the optionee's intention
to exercise, specifying the number of shares as to which the optionee
<PAGE>
desires to exercise the option and the date on which the optionee desires to
complete the transaction, which shall not be more than thirty (30) days after
receipt of the notice and, unless in the opinion of counsel for the Company such
a representation is not required in order to comply with the Securities Act of
1933, as amended, containing a representation that is the optionee's present
intention to acquire the shares for investment and not with a view to
distribution. Unless otherwise approved, on or before the date specified for
completion of the purchase of shares pursuant to an option, the optionee must
have paid the Company for the full purchase price for such shares in cash
(including cash which may be the proceeds of a loan from the Company), in shares
of Common Stock of the Company previously acquired valued at fair market value
as determined by the Board or the Committee, or in any combination of cash and
such shares of Common Stock of the Company. No shares shall be issued until full
payment therefor has been made. Each optionee who has exercised an option shall,
upon notification of the amount due, if any, and prior to or concurrently with
delivery of the certificates representing the shares with respect to which the
option was exercised, pay to the Company amounts necessary to satisfy any
applicable federal, state and local tax withholding requirements. If additional
withholding is or becomes required beyond any amount deposited before delivery
of the certificates, the optionee shall pay such amount to the Company on
demand.
10. Changes in Capital Structure. In the event that the outstanding shares
of Stock of the Company are hereafter increased or decreased or changed into or
exchanged for a different number or kind of shares or other securities of the
Company or of another corporation, by reason of any reorganization, merger,
consolidation, recapitalization, reclassification, stock split-up, combination
of shares or dividend payable in shares, appropriate adjustment shall be made by
the Board or the Committee in the number and kind of shares issuable upon
exercise of outstanding options, for which options may be granted under the 1994
Plan. In addition, the Board or the Committee shall make appropriate adjustment
in the number and kind of shares as to which outstanding options, or portions
thereof when unexercised, shall be exercisable, to the end that each optionee's
proportionate interest shall be maintained as before the occurrence of such
event. The Board or the Committee shall have no obligation to effect any
adjustment which would or might result in the issuance of fractional shares, and
any fractional shares resulting from any adjustment may be disregarded or
provided for in any manner determined by the Board or the Committee. Any such
adjustment made by the Board or the Committee shall be conclusive. In the event
of dissolution or liquidation of the Company or a merger or consolidation in
which the Company is not the surviving corporation, in lieu of providing for
options or Stock subject to restrictions as described above in this paragraph
10, the Board or the Committee may, in its sole discretion, (i) provide a thirty
(30) day period immediately prior to such event during which optionees shall
have the right to exercise options in whole or in part without any limitation on
exercisability, except as limited by paragraph 5(b)(i) of the 1994 Plan, and
(ii) waive or modify any such restrictions.
11. Corporate Mergers, Acquisitions, Etc. The Board or the Committee may
also grant options having terms, conditions and provisions which vary from those
specified in this 1994 Plan provided that any options granted pursuant to this
section are granted in substitution for, or in connection with the assumption
of, existing options or Stock issued by another corporation and assumed or
otherwise agreed to be provided for by the Company pursuant to or by reason of a
transaction involving a corporate merger, consolidation, acquisition of property
or stock, separation, reorganization or liquidation to which the Company or a
subsidiary is a party.
12. Amendment of 1994 Plan. The Board or the Committee may, at any time
and from time to time, modify or amend the 1994 Plan in such respects as it
shall deem advisable because of changes in the
<PAGE>
law while the 1994 Plan is in effect or for any other reason. Except as provided
in paragraph 10, however, no change in a option already granted shall be made
without the written consent of the holder of such option. Furthermore, unless
approved at an annual meeting or a special meeting by the holders of at least a
majority of the votes cast, no amendment or change shall be made in the 1994
Plan (i) increasing the total number of shares which may be purchased under the
1994 Plan, (ii) changing the minimum purchase prices specified in the 1994 Plan,
or (iii) increasing the maximum option periods.
13. Approvals. The obligations of the Company under the 1994 Plan shall be
subject to the approval of such state or federal authorities or agencies, if
any, as may have jurisdiction in the matter. The Company will use its best
efforts to take such steps as may be required by state or federal law or
applicable regulations, including rules and regulations of the Securities and
Exchange Commission and any stock exchange in which the Company's shares may
then be listed, in connection with the granting of any option under the 1994
Plan, the issuance or sale of any shares purchased upon exercise of any option
under the 1994 Plan or the listing of such shares on said exchange. The
foregoing notwithstanding, the Company shall not be obligated to issue or
deliver shares of Stock under the 1994 Plan if the Company is advised by its
legal counsel that such issuance or delivery would violate applicable state or
federal securities laws.
14. Employment Rights. Nothing in the 1994 Plan or any option or Stock
granted pursuant to the 1994 Plan shall confer upon (i) any employee any right
to be continued in the employment of the Company or any parent or subsidiary of
the Company, or to interfere in any way with the right of the Company or any
parent or subsidiary of the Company by whom such employee is employed to
terminate such employee's employment at any time, with or without cause, or to
increase or decrease such employee's compensation, or (ii) any person engaged by
the Company any right to be retained or employed by the Company or to the
continuation, extension, renewal or modification of any compensation, contract
or arrangement with or by the Company.
15. Rights as a Stockholder. The holder of an option shall have no rights
as a stockholder with respect to any shares covered by any option agreement
until the date of issue of a stock certificate to him or her for such shares.
Except as otherwise expressly provided in the 1994 Plan, no adjustment shall be
made for dividends or other rights for which the record date is prior to the
date such stock certificate is issued.
July 29, 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-8 (the
"Registration Statement") of the Company filed in connection with the
registration under the Securities Act of 1933, as amended, of 2,000,000
additional shares of common stock of the Company, par value $.01 per share (the
"Shares"). The Shares are being registered for issuance by the Company in
connection with an amendment to the 1994 Stock Option Plan (the "Plan")
increasing the aggregate number of shares available for grants under the Plan
from 4,000,000 to 6,000,000.
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 and to registration or qualification
under the securities laws of the states in which Shares may be sold, the Shares
are duly authorized and, upon the sale and issuance thereof in the manner
referred to in the Registration Statement and in the Plan, and upon payment
therefor, will be validly issued, 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
and General Counsel
CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Micro Warehouse, Inc.
We consent to the use of our audit reports dated February 16, 1999, on the
consolidated financial statements and schedule of Micro Warehouse, Inc. and
subsidiaries as of December 31, 1998 and December 31, 1997 and for each of the
years in the three year period ended December 31, 1998 incorporated herein by
reference in the Registration Statement on Form S-8 of Micro Warehouse, Inc.
pertaining to the Micro Warehouse, Inc. 1994 Stock Option Plan.
/s/ KPMG LLP
Stamford, Connecticut
July 29, 1999
