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As filed with the Securities and Exchange Commission on October 25, 1999
Registration No. 333-60025
==============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
POST-EFFECTIVE AMENDMENT NO. 1
to
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CDW COMPUTER CENTERS, INC.
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <S>
Illinois 5961 36-3310735
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer Identification No.)
incorporation or organization) Classification Code Number)
</TABLE>
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
(847) 465-6000
(Address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Michael P. Krasny
Chief Executive Officer
CDW Computer Centers, Inc.
200 North Milwaukee Avenue
Vernon Hills, Illinois 60061
(847) 465-6000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Alan B. Patzik, Esq.
Steven M. Prebish, Esq.
Patzik, Frank & Samotny Ltd.
150 South Wacker Drive
Suite 900
Chicago, Illinois 60606
(312) 551-8300
Approximate date of commencement of proposed sale: At such time or from
time to time after this Registration Statement has become effective as the
Selling Shareholders shall determine.
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, check the following box. [X]
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.
(A) EXHIBITS
EXHIBIT NO. DESCRIPTION OF DOCUMENT
- ----------- -----------------------
10(a) Letter Agreement by and between the MPK Stock Option Plan and
Mary C. Gerlits dated October 15, 1999.
S-1
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant hereby 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
Post-Effective Amendment No. 1 to Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the Village of
Vernon Hills, State of Illinois, on October 22, 1999.
CDW COMPUTER CENTERS, INC.
By: /s/ MICHAEL P. KRASNY
-------------------------------
Michael P. Krasny,
Chief Executive Officer and
Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Post-Effective Amendment No. 1 to Form S-3 Registration Statement has been
signed on its behalf of the following persons in the capacities and on the dates
indicated.
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<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- -----
<S> <C> <C>
/s/ MICHAEL P. KRASNY Chairman of the Board, October 22, 1999
- ------------------------------------ Chief Executive Officer, and Secretary
Michael P. Krasny (Principal Executive Officer)
/s/ GREGORY C. ZEMAN* President and Director October 22, 1999
- ------------------------------------
Gregory C. Zeman
/s/ DANIEL B. KASS* Vice President-Sales October 22, 1999
- ------------------------------------ and Director
Daniel B. Kass
/s/ MICHELLE L. COLLINS* Director October 22, 1999
- ------------------------------------
Michelle L. Collins
/s/ JOSEPH LEVY, JR.* Director October 22, 1999
- ------------------------------------
Joseph Levy, Jr.
/s/ HARRY J. HARCZAK, JR.* Chief Financial Officer October 22, 1999
- ------------------------------------ and Treasurer
Harry J. Harczak, Jr. (Principal Financial Officer)
/s/ SANDRA M. ROUHSELANG Controller October 22, 1999
- --------------------------------- and Chief Accounting Officer
Sandra M. Rouhselang (Principal Accounting Officer)
</TABLE>
*By Michael P. Krasny pursuant to Power of Attorney
S-2
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INDEX TO EXHIBITS
EXHIBIT SEQUENTIALLY
NUMBER DESCRIPTION OF EXHIBITS NUMBERED PAGE
- ------- ----------------------- -------------
10(a) Letter Agreement by and between the MPK
Stock Option Plan and Mary C. Gerlits dated
October 15, 1999.
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EXHIBIT 10(a)
LETTER AGREEMENT BY AND BETWEEN THE MPK STOCK OPTION PLAN AND MARY C.
GERLITS DATED OCTOBER 15, 1999.
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EXHIBIT 10(a)
MICHAEL P. KRASNY
200 NORTH MILWAUKEE AVENUE
VERNON HILLS, ILLINOIS 60061
October 15, 1999
Ms. Mary C. Gerlits
2355 Iroquois Drive
Glenview, Illinois 60025
Dear Mary:
This letter is intended to memorialize our understanding and agreement
concerning the following matters discussed in our July 23, 1998 Letter Agreement
(the "1998 Letter Agreement") related to the MPK Stock Option Plan (the "Plan").
Neither this letter nor the Letter Agreement shall be deemed to amend the Plan,
but instead have been entered into to clarify the parties' rights and intentions
related to subsequent disposition of the underlying shares of CDW Computer
Centers, Inc. (the "Company") and matters related thereto.
1. Pursuant to your request, Section 6 of the 1998 Letter Agreement shall
be amended, as it relates to you, to continue your right (subject to all
related obligations) to sell 25,252 Shares under the Registration Statement
(as defined therein) (those being the shares which, pursuant to the 1998
Letter Agreement, were saleable by you thereunder as of April 1, 1999)
despite the termination of your employment with the Company. As soon as
reasonably practicable after the closing of the exercise of your remaining
options, we will take such actions as are reasonably necessary to implement
the terms of this Paragraph 1, which in any event shall be within 10 days
after such closing.
2. In order to facilitate the sale of such shares, we will remove any legend
on the certificates evidencing such 25,252 Shares (provided you agree to
hold those certificates pending sale and delivery in accordance with the
terms of the Registration Statement).
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Exhibit 10(a)
Ms. Mary C. Gerlits
October 15, 1999
Page 2
Please acknowledge, where indicated below, your agreement to the clarifying
amendments to the 1998 Letter Agreement. All other provisions of the 1998 Letter
Agreements shall remain in full force and effect without modification and you
shall remain bound thereby.
Very truly yours,
/s/ MICHAEL P. KRASNY
Michael P. Krasny
AGREED AND ACKNOWLEDGED:
/s/ MARY C. GERLITS
- --------------------------------
Mary C. Gerlits
