<PAGE> 1
As filed with the Securities and Exchange Commission on October 18, 2000
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
---------------------
CDW Computer Centers, Inc.
(Exact name of registrant as specified in its charter)
Illinois 36-3310735
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
200 N. Milwaukee Ave. 60061
Vernon Hills, Illinois (Zip Code)
(Address of principal executive offices)
CDW Officer and Manager Plan
CDW 1997 Officer and Manager Bonus Plan
CDW 1998 Officer and Manager Bonus Plan
CDW Senior Manager Incentive Plan
CDW 2000 Incentive Stock Option Plan
(Full titles of plans)
Harry J. Harczak, Jr.
Chief Financial Officer, Treasurer and Secretary
CDW Computer Centers, Inc.
200 N. Milwaukee Ave.
Vernon Hills, Illinois 60061
(847) 465-6000
(Name, address, and telephone number,
including area code, of agent for service)
----------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
====================================================================================================================
Proposed Maximum Proposed Maximum Amount of
Title of Securities Amount to be Offering Price Per Aggregate Offering Registration Fee
to be Registered Registered Share Price
--------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.01 48,454 shares (1) (8) $.0050 $242.27 $.06
par value
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 57,668 shares (2) (8) $.0030 $173.00 $.05
par value
--------------------------------------------------------------------------------------------------------------------
Common Stock, $.01 40,952 shares (3) (8) $.0030 $122.86 $.03
par value
====================================================================================================================
</TABLE>
<PAGE> 2
<TABLE>
<S> <C> <C> <C> <C>
====================================================================================================================
Common Stock, $.01 1,500,000 (4) (8) $.01 (6) $15,000 $3.96
par value
--------------------------------------------------------------------------------------------------------------------
Common Stock, 4,000,000 (5) (8) $49.219 (7) $196,876,000 $51,975.26
$.01 par value
====================================================================================================================
</TABLE>
(1) Shares issuable pursuant to options previously granted under the CDW Officer
and Manager Plan.
(2) Shares issuable pursuant to options previously granted under the CDW 1997
Officer and Manager Bonus Plan.
(3) Shares issuable pursuant to options previously granted under the CDW 1998
Officer and Manager Bonus Plan.
(4) Shares issuable pursuant to the CDW Senior Manager Incentive Plan.
(5) Shares issuable pursuant to CDW 2000 Incentive Stock Option Plan.
(6) All options to be granted under the CDW Senior Manager Incentive Plan will
have an initial exercise price of $.01.
(7) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price
of shares for which option grants have not yet been made is based upon the
average of the high and low sale prices of the Common Stock reported in the
consolidated reporting system on October 17, 2000.
(8) This registration statement also covers such additional and indeterminate
number of shares as may become issuable because of the provisions of the
employee benefit plans described herein relating to adjustments for changes
resulting from a stock dividend, stock split or similar change.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents heretofore filed with the Securities and
Exchange Commission (the "Commission") by CDW Computer Centers, Inc., an
Illinois corporation (the "Company"), are incorporated herein by reference:
(a) The Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999;
(b) All of the Company's other reports filed pursuant to Section 13(a)
or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), since December 31, 1999; and
(c) The description of the Company's Common Stock, $.01 par value, of
the Company (the "Common Stock") contained in the Company's
registration statement on Form S-1 filed under the Securities Act of
1933 on May 11, 1993, including any amendments or reports filed for
the purpose of updating such descriptions.
All documents filed by the Company with the Commission pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after the date of this
registration statement and prior to
2
<PAGE> 3
the filing of a post-effective amendment to this registration statement which
indicates that all securities offered hereby have been sold or which deregisters
all securities then remaining unsold, shall be deemed to be incorporated by
reference into this registration statement and to be a part hereof from the
respective dates of filing of such documents (such documents, and the documents
listed above, being hereinafter referred to as "Incorporated Documents").
Any statement contained in an Incorporated Document shall be deemed to
be modified or superseded for purposes of this registration statement to the
extent that a statement contained herein or in any other subsequently filed
Incorporated Document modifies or supersedes such statement. Any such statement
so modified or superseded shall not be deemed, except as so modified or
superseded, to constitute a part of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 8.75 of the Illinois Business Corporation Act permits
corporations to indemnify directors, officers, employees and agents against any
expense, liability or loss to which they may become subject, or which they may
incur as a result of being or having been a director, officer, employee or agent
of the corporation. In reliance on this statutory provision, our Articles of
Incorporation and Bylaws provide that we are required to indemnify our
directors, officers, employees and agents to the maximum extent permitted by
law. In addition, we are required to advance or reimburse directors and officers
for expenses incurred by them relating to indemnifiable claims. We also maintain
directors' and officers' liability insurance, which covers liabilities under the
federal securities laws.
The indemnification provisions applicable to the directors of the
Company are set out in Articles Ninth and Tenth of the Articles of Incorporation
and Article VI of the Bylaws, respectively, as follows:
ARTICLES OF INCORPORATION:
Ninth: The Corporation shall, to the full extent permitted by
Section 8.75 of the Illinois Business Corporation Act, as amended from time to
time, indemnify all persons whom it may indemnify pursuant thereto.
Tenth: No director of the Corporation shall be personally liable
to the Corporation or its shareholders for monetary damages for breach of his
fiduciary duty as a director; provided, that nothing herein shall be construed
to eliminate or limit the liability of a director; (a) for any breach of the
director's duty of loyalty to the Corporation or its shareholders, (b) for acts
or
3
<PAGE> 4
omissions not in good faith or involving intentional misconduct or knowing
violation of law, (c) under Section 8.65 of the Illinois Business Corporation
Act, as amended, or (d) for any transaction from which the director derived an
improper personal benefit.
BYLAWS:
ARTICLE VI
INDEMNIFICATION OF
DIRECTORS, EMPLOYEES AND AGENTS
SECTION 1. The corporation shall indemnify any person who was or
is a party or is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal, administrative or
investigative (other than an action by or in the right of the corporation) by
reason of the fact that he is or was a director, officer, employee or agent of
the corporation, or who is or was serving at the request of the corporation as a
director, officer, employee or agent of another corporation, partnership, joint
venture, trust or other enterprise, against expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by him in connection with such action, suit or proceeding if he acted
in good faith and in a manner he reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe his conduct was unlawful. The
termination of any action, suit or proceeding by judgment or settlement,
conviction or upon a plea of nolo contendere or its equivalent, shall not, of
itself, create a presumption that the person did not act in good faith and in a
manner which he reasonably believed to be in or not opposed to the best
interests of the corporation, and with respect to any criminal action or
proceeding, had reasonable cause to believe that his conduct was unlawful.
SECTION 2. The corporation may indemnify any person who was or is
a party or is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to procure a
judgment in its favor by reason of the fact that he is or was a director,
officer, employee or agent of the corporation, or is or was serving at the
request of the corporation as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise against
expenses (including attorneys' fees) actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to the
best interests of the corporation and except that no indemnification shall be
made in respect of any claim, issue or matter as to which such person shall have
been adjudged to be liable for negligence or misconduct in the performance of
his duty to the corporation unless and only to the extent that the court in
which such action or suit was brought shall determine upon application, that
despite the adjudication of liability but in view of all the circumstances of
the case, such person is fairly and reasonably entitled to indemnity for such
expenses which the court shall deem proper.
SECTION 3. To the extent that a director, officer, employee or
agent of a corporation has been successful on the merits or otherwise in defense
of any action, suit or
4
<PAGE> 5
proceeding referred to in Sections 1 and 2, or in defense of any claim, issue or
matter therein, he shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by him in connection therewith.
SECTION 4. Any indemnification under Sections 1 and 2 (unless
ordered by a court) shall be made by the corporation only as authorized in the
specific case upon a determination that indemnification of the director,
officer, employee or agent is proper in the circumstances because he has met the
applicable standard of conduct set forth in Sections 1 and 2. Such determination
shall be made (a) by the Board of Directors by a majority vote of a quorum
consisting of directors who were not parties to such action, suit or
proceedings, or (b) if such a quorum is not obtainable, or, even if obtainable,
a quorum of disinterested directors so directs, by independent legal counsel in
a written opinion, or (c) by the Stockholders.
SECTION 5. Expenses incurred in defending a civil or criminal
action, suit or proceeding may be paid by the corporation in advance of the
final disposition of such action, suit or proceeding, as authorized by the Board
of Directors in the specific case, upon receipt of an undertaking by or on
behalf of the director, officer, employee or agent to repay such amount, unless
it shall ultimately be determined that he is entitled to be indemnified by the
corporation authorized in this Article.
SECTION 6. The indemnification provided by this article shall not
be deemed exclusive of any other rights to which those indemnified may be
entitled under any contract, agreement, vote of stockholders or disinterested
directors or otherwise, both as to action in his 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.
SECTION 7. The corporation shall have power to purchase and
maintain insurance on behalf of any person who is or was a director, officer,
employee or agent of the corporation, or is or was serving at the request of the
corporation as a director, officer, employee or agent of another corporation,
partnership, joint venture, trust or other enterprise against any liability
asserted against him and incurred by him in any such capacity, or arising out of
his status as such, whether or not the corporation would have the power to
indemnify him against such liability under the provisions of this Article.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
5
<PAGE> 6
ITEM 8. EXHIBITS.
EXHIBIT DESCRIPTION
------- -----------
4.1 Articles of Incorporation of the Company, as amended, are hereby
incorporated by reference from the exhibits filed with the
Company's registration statement (33-94820) on Form S-3 filed
under the Securities Act of 1933 on July 21, 1995
4.2* Amendment to the Articles of Incorporation of the Company, as
filed with the Secretary of State of the State of Illinois on May
26, 2000
4.3* Bylaws of the Company, as amended through October 18, 2000
4.4 CDW Officer and Manager Plan, incorporated by reference to the
exhibits filed with the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement dated May 18, 1999
4.5 CDW 1997 Officer and Manager Bonus Plan, incorporated by
reference to the exhibits filed with the Company's annual report
(0-21796) on Form 10-K for the year ended December 31, 1997
4.6 CDW 1998 Officer and Manager Bonus Plan, incorporated by
reference to the exhibits filed with the Company's Quarterly
Report (0-21796) on Form 10-Q for the quarter ended March 31,
1999
4.7 CDW Senior Manager Incentive Plan, incorporated by reference to
the exhibits filed with the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement dated May 24, 2000
4.8 CDW 2000 Incentive Stock Option Plan, incorporated by reference
to the exhibits filed with the Company's Notice of Annual Meeting
of Shareholders and Proxy Statement dated May 24, 2000
5* Opinion of Sidley & Austin
23.1* Consent of Pricewaterhousecoopers LLP (Chicago)
23.2 Consent of Sidley & Austin (contained in Exhibit 5)
24 Powers of Attorney (contained in the signature pages hereto)
--------------------
* Filed herewith
6
<PAGE> 7
ITEM 9. UNDERTAKINGS.
(a) The Company 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
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 percent
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
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the
registration statement is on Form S-3, Form S-8 or Form F-3, and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed with or furnished to the Commission by the
Company pursuant to Section 13 or Section 15(d) of the Exchange Act that are
incorporated by reference in the 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.
(b) The Company hereby undertakes that, for purposes of determining
any liability under the Securities Act, each filing of the Company's annual
report pursuant to Section 13(a) or Section 15(d) of the Exchange Act (and,
where applicable, each filing of an employee benefit plan's annual report
pursuant to Section 15(d) of the Exchange Act) that is incorporated by reference
in the registration statement shall be deemed to be a new registration statement
relating
7
<PAGE> 8
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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling persons
of the Company pursuant to the foregoing provisions, or otherwise, the Company
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 Company of expenses incurred or paid
by a director, officer or controlling person of the Company 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
Company 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.
8
<PAGE> 9
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 Vernon Hills, State of Illinois, on the 17th day of
October, 2000.
CDW COMPUTER CENTERS, INC.
By: /s/ Harry J. Harczak, Jr.
---------------------------------------
Harry J. Harczak, Jr.
Chief Financial Officer, Treasurer
and Secretary
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Harry J. Harczak, Jr., and Gregory C.
Zeman, and each of them, his or her true and lawful attorney-in-fact and agent
with full power of substitution for him or her and in his or her name, place and
stead, in any and all capacities to sign any and all amendments (including
pre-effective and post-effective amendments) to this Registration Statement, and
to file the same with all exhibits thereto and other documents in connection
therewith, with the Securities and Exchange Commission, grants unto said
attorneys-in-fact and agents full power and authority to do and perform each and
every act and thing requisite and necessary to be done in and about the
premises, as fully to all intents and purposes as he or she might or could do in
person, and hereby ratifies and confirms all that said attorneys-in-fact and
agents or their substitute or substitutes may lawfully do or cause to be done by
virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities indicated on the 17th day of October, 2000.
SIGNATURE TITLE
/s/ Michael P. Krasny Chairman and of the Board and Chief
------------------------------------ Executive Officer
Michael P. Krasny
/s/ Gregory C. Zeman President and Director
------------------------------------
Gregory C. Zeman
9
<PAGE> 10
/s/ Daniel B. Kass Executive Vice President-Sales and
------------------------------------ Director
Daniel B. Kass
/s/ Harry J. Harczak, Jr. Chief Financial Officer, Treasurer
------------------------------------ and Secretary
Harry J. Harczak, Jr.
/s/ Sandra M. Rouhselang Controller and Chief Accounting
------------------------------------ Officer
Sandra M. Rouhselang
/s/ Michelle L. Collins Director
------------------------------------
Michelle L. Collins
/s/ Casey Cowell Director
------------------------------------
Casey Cowell
/s/ Dr. Donald Jacobs Director
------------------------------------
Dr. Donald Jacobs
/s/ Joseph Levy, Jr. Director
------------------------------------
Joseph Levy, Jr.
/s/ Brian Williams Director
------------------------------------
Brian Williams
10
<PAGE> 11
EXHIBIT INDEX
EXHIBIT DESCRIPTION
------- -----------
4.1 Articles of Incorporation of the Company, as amended, are hereby
incorporated by reference from the exhibits filed with the
Company's registration statement (33-94820) on Form S-3 filed
under the Securities Act of 1933 on July 21, 1995
4.2* Amendment to the Articles of Incorporation of the Company, as
filed with the Secretary of State of the State of Illinois on May
26, 2000
4.3* Bylaws of the Company, as amended through October 18, 2000
4.4 CDW Officer and Manager Plan, incorporated by reference to the
exhibits filed with the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement dated May 18, 1999
4.5 CDW 1997 Officer and Manager Bonus Plan, incorporated by
reference to the exhibits filed with the Company's annual report
(0-21796) on Form 10-K for the year ended December 31, 1997
4.6 CDW 1998 Officer and Manager Bonus Plan, incorporated by
reference to the exhibits filed with the Company's Quarterly
Report (0-21796) on Form 10-Q for the quarter ended March 31,
1999
4.7 CDW Senior Manager Incentive Plan, incorporated by reference to
the exhibits filed with the Company's Notice of Annual Meeting of
Shareholders and Proxy Statement dated May 24, 2000
4.8 CDW 2000 Incentive Stock Option Plan, incorporated by reference
to the exhibits filed with the Company's Notice of Annual Meeting
of Shareholders and Proxy Statement dated May 24, 2000
5* Opinion of Sidley & Austin
23.1* Consent of Pricewaterhousecoopers LLP (Chicago)
23.2 Consent of Sidley & Austin (contained in Exhibit 5)
24 Powers of Attorney (contained in the signature pages hereto)
-------------------
* Filed herewith
11
