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File No. 333-63379
Filed Pursuant to
Rule 424(b)(3)
PROSPECTUS
300,892 SHARES
INSIGHT ENTERPRISES, INC.
COMMON STOCK
This Prospectus relates to the offer and sale by Gary Oreman, Darin
Oreman, Eleanor Oreman, and Jay Oreman (the "Selling Stockholders") of an
aggregate of 300,892 shares of the Common Stock, $0.01 par value per share (the
"Common Stock"), of Insight Enterprises, Inc., a Delaware corporation (the
"Company"). The Company will not receive any portion of the proceeds from the
sale of the Common Stock offered hereby. All expenses of registration incurred
in connection with this offering are being borne by the Company. The brokerage
and other expenses of sale incurred by the Selling Stockholders will be borne by
the Selling Stockholders. See "Plan of Distribution" and "Selling Stockholders."
The Company's Common Stock is traded on the Nasdaq Stock Market under the
symbol "NSIT." As of September 21, 1998, the closing sale price for the Common
Stock, as reported by the Nasdaq Stock Market, was $33.125 per share.
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SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN RISKS
ASSOCIATED WITH THIS OFFERING.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
SEPTEMBER 23, 1998
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AVAILABLE INFORMATION
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements, and other information with the
Securities and Exchange Commission (the "Commission"). The reports, proxy
statements, and other information filed by the Company with the Commission may
be inspected and copied at the Public Reference Room of the Commission at 450
Fifth Street, N.W., Washington, D.C. 20549, and at its regional offices located
at 7 World Trade Center, 13th Floor, New York, New York 10048, and Northwestern
Atrium Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. The
public may obtain information on the operation of the Public Reference Room by
calling the Commission at 1-800-SEC-0330. The Commission maintains a World Wide
Web site on the Internet (http://www.sec.gov) that contains reports, proxy and
information statements, and other information regarding registrants, such as the
Company, that file electronically with the Commission. In addition, the
Company's Common Stock is traded on the Nasdaq Stock Market. Reports, proxy
statements, and other information filed by the Company are also available for
inspection at the offices of Nasdaq Stock Market, Reports Section, 1735 K
Street, N.W., Washington, D.C. 20006.
This Prospectus constitutes a part of a registration statement on Form S-3
(the "Registration Statement") that the Company has filed with the Commission
under the Securities Act of 1933, as amended (the "Securities Act"). As
permitted by the rules and regulations of the Commission, this Prospectus omits
certain information contained in the Registration Statement and the exhibits
thereto and reference is hereby made to the Registration Statement and related
exhibits for further information with respect to the Company and the Common
Stock offered hereby. Statements contained in this Prospectus as to the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete and, in each
instance, reference is made to the copy of such document as so filed. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed by the Company with the Commission
and are hereby incorporated by reference in this Prospectus: (i) the Annual
Report of the Company on Form 10-K for the year ended December 31, 1997, (ii)
the Quarterly Reports of the Company on Form 10-Q for the quarters ended March
31, 1998 and June 30, 1998, (iii) the Current Reports of the Company on Form
8-K, filed April 20, 1998 and January 20, 1998, and (iv) the Proxy Statement
filed by the Company on April 9, 1998. All other documents and reports filed by
the Company with the Commission pursuant to Sections 13, 14, or 15(d) of the
Exchange Act subsequent to the date of this Prospectus and prior to the
termination of this offering of the Common Stock shall be deemed to be
incorporated by reference in this Prospectus and to be made a part hereof from
their respective dates of filing.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated by
reference herein 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 Prospectus.
The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in the document
which this Prospectus incorporates).
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Requests should be directed to the Secretary, Insight Enterprises, Inc., 6820
South Harl Ave., Tempe, Arizona 85283; telephone (602) 902-1001.
RISK FACTORS
The purchase of the Common Stock offered hereby involves substantial risk.
The following matters, including those mentioned elsewhere, should be considered
carefully by a prospective investor in evaluating a purchase of the Common
Stock.
FLUCTUATIONS IN OPERATING RESULTS; VOLATILITY OF STOCK PRICE
The Company's results of operations are influenced by a variety of
factors, including general economic conditions, the condition of the computer
and related products industry, shifts in demand for or availability of computer
and related products and industry announcements of new products or upgrades.
Sales can be dependent on specific product categories and any change in demand
for or supply of such products could have a material adverse effect on the rate
of growth of the Company's sales. The Company's operating results are also
highly dependent upon its level of gross profit as a percentage of net sales
which fluctuates due to numerous factors including opportunities to increase
market share, the availability of opportunistic purchases, changes in prices
from suppliers, reductions in the amount of supplier reimbursements that are
made available, general competitive conditions, and the relative mix of products
sold during the period. The Company expects gross margins to continue to decline
primarily due to industry-wide pricing pressures and a continued shift in
product mix. In addition, the Company's expense levels are based, in part, on
anticipated revenues. Therefore, the Company may not be able to control spending
in a timely manner to compensate for any unexpected revenue shortfall. As a
result, quarterly period-to-period comparisons of the Company's financial
results are not necessarily meaningful and should not be relied upon as an
indication of future performance.
The technology sector of the United States stock markets has experienced
substantial volatility in recent months and years, and the market price of the
Company's Common Stock has, likewise, fluctuated. The deterioration of
conditions which favor the technology sector or the stock markets in general or
the Company in particular, whether or not such events relate to or reflect upon
the Company's operating performance, could adversely affect the market price of
the Company's Common Stock. Furthermore, fluctuations in the Company's operating
results, increased competition, reduced vendor incentives and trade credit,
higher postage and operating expenses and other developments may impact public
perception and analyst reports regarding the Company which could have a
significant impact on the market price of the Common Stock.
HIGHLY COMPETITIVE INDUSTRY
The computer and related products industry is highly competitive.
Competition is based primarily on product availability, price, speed of
delivery, credit availability, ability to tailor specific solutions to customer
needs, quality and breadth of product lines. The Company expects competition to
increase as retailers and direct marketers who have not traditionally sold
computers and related products enter the industry and if the industry's rate of
growth in the United States slows. The Company competes with a large number and
wide variety of marketers and resellers of computers and related products,
including traditional computer and related products retailers, computer
superstores, consumer electronics and office supply superstores, mass
merchandisers and national direct marketers (including value-added resellers and
specialty retailers, aggregators, distributors, franchisers, manufacturers and
national computer retailers some of which have commenced their own direct
marketing operations). Certain of the Company's competitors have longer
operating histories and greater financial, technical, marketing and other
resources than the Company. In addition, many of these competitors offer a wider
range of products and services than the Company, and may be able to respond more
quickly to new or changing opportunities, technologies and customer
requirements. Many current and potential competitors also have greater name
recognition, more extensive promotional activities and adopt more aggressive
pricing policies than the Company. There can be no assurance that the
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Company will be able to compete effectively with current or future competitors
or that the competitive pressures faced by the Company will not have a material
adverse effect on the Company's business, results of operations and financial
condition.
The computer and related products industry is undergoing significant
change. The Company believes that consumers have become more accepting of
large-volume, cost-effective channels of distribution such as computer
superstores, consumer electronic and office supply superstores, national direct
marketers and mass merchandisers. Product resellers and direct marketers are
combining operations or acquiring or merging with other resellers and direct
marketers to increase efficiency. Moreover, current and potential competitors
have established or may establish cooperative relationships among themselves or
with third parties to enhance their products and services. Accordingly, it is
possible that new competitors or alliances among competitors may emerge and
acquire significant market share. Generally, pricing is very aggressive in the
industry and the Company expects pricing pressures to continue. There can be no
assurance that the Company will be able to offset the effects of price
reductions with an increase in the number of customers, higher sales, cost
reductions or otherwise. Such pricing pressures could result in an erosion of
the Company's market share, reduced sales and reduced operating margins, any of
which could have a material adverse effect on the Company's business, results of
operations and financial condition. The Company expects gross margins to
continue to decline primarily due to industry-wide pricing pressures and a
continued shift in product mix.
MANAGING RAPID GROWTH; NO ASSURANCE OF ADDITIONAL FINANCING
Since its inception, the Company has experienced substantial changes in
and expansion of its business and operations. The Company's past expansion has
placed, and any future expansion would place, significant demands on the
Company's administrative, operational, financial and other resources. The
Company's operating expenses and staffing levels have increased and are expected
to increase substantially in the future. In particular, the Company has hired a
significant number of additional personnel, including senior sales managers,
account executives and other persons with experience in both the computer and
direct marketing industries, and there can be no assurance that such persons
will perform to the Company's expectations. Competition for such personnel is
intense, and there can be no assurance that the Company will be able to continue
to attract, assimilate and retain additional highly qualified persons in the
future. In addition, the Company expects that any future expansion will continue
to challenge the Company's ability to hire, train, motivate and manage its
employees. The Company also expects over time to expend considerable resources
to expand its management system and to implement a variety of new systems and
procedures. If the Company's sales do not increase in proportion to its
operating expenses, the Company's management systems do not expand to meet
increasing demands, the Company fails to attract, assimilate and retain
qualified personnel, or otherwise fails to manage its expansion effectively,
there would be a material adverse effect on the Company's business, results of
operations and financial condition. There can be no assurance that the Company
will achieve its growth strategy.
Historically, cash flow from operations has been insufficient to finance
the Company's growth and the Company has relied upon a line of credit and
proceeds from public offerings to finance working capital requirements. There
can be no assurance that the Company's operations will generate sufficient cash
flow or that adequate financing will be available to finance continued growth.
RISKS ASSOCIATED WITH FUTURE ACQUISITIONS; INTERNATIONAL OPERATIONS
The Company may seek to acquire businesses to expand or complement its
operations. The magnitude, timing and nature of any future acquisitions will
depend on a number of factors, including suitable acquisition candidates, the
negotiation of acceptable terms, the Company's financial capabilities, and
general economic and business conditions. There is no assurance that the Company
will identify acquisition candidates that would result in successful
combinations or that any such acquisitions will be consummated on acceptable
terms. Any future acquisitions by the Company may result in potentially dilutive
issuances of equity securities, the incurrence of additional debt and
amortization of expenses related to goodwill and intangible assets, all of which
could adversely affect the Company's profitability. In addition, acquisitions
involve numerous risks, including difficulties in the assimilation of operations
of the acquired company, the diversion of management's attention from other
business concerns, risks of entering markets in which the Company has had no or
only limited direct experience and the potential loss of key employees of the
acquired company, all of which in turn, could have a material adverse effect on
the Company's business, results of operations and financial condition.
In addition, the Company recently opened an operation in Canada and
completed an acquisition in Europe as part of its effort to penetrate
international markets. In implementing this strategy, the Company faces barriers
to entry and the risk of competition from local and other companies that already
have established global businesses, as well as the risks generally associated
with conducting business internationally, including exposure to currency
fluctuations, limitations on foreign investment, and the additional expense and
risks inherent in operating in geographically and culturally diverse locations.
Because the Company may continue to develop its international business through
acquisitions, the Company may also be subject to risks associated with such
acquisitions, including those relating to the marriage of different corporate
cultures and shared decision-making. There can be no assurance that the Company
will succeed in increasing its international business, if at all, in a
profitable manner.
RELIANCE ON SUPPLIERS; ALLOCATION OF GOODS
The Company acquires products for resale both directly from manufacturers
and indirectly through distributors. Purchases from Ingram Micro, Inc., a
distributor of computers and related products, accounted for approximately 19%
of the Company's aggregate purchases for calendar 1997. No other supplier
accounted for more than 16% of purchases in calendar 1997. However, the top five
suppliers as a group accounted for approximately 59% of the Company's product
purchases during calendar 1997. The loss of Ingram Micro, Inc. or any other
supplier could cause a short-term disruption in the availability of products.
Certain of the products offered from time to time by the Company are subject to
manufacturer allocation which limits the number of
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units of such products available to resellers, including the Company. The
inability of the Company to obtain a sufficient quantity of products, in
particular, high demand products such as desktops and notebooks, or an
allocation of products from a manufacturer in a way which favors one of the
Company's competitors relative to the Company, could cause the Company to be
unable to fill customers' orders in a timely manner, or at all, which could have
a material adverse effect on the Company's business, results of operations and
financial condition. Certain suppliers provide the Company with substantial
incentives in the form of payment discounts, supplier reimbursements, price
protections and rebates. Supplier funds are used to offset, among other things,
cost of goods sold, marketing costs, and other operating expenses. The Company
competes with other market competitors for these funds. No assurance can be
given that the Company will continue to receive such incentives or that it will
be able to collect outstanding amounts relating to these incentives in a timely
manner or at all. A reduction in or discontinuance of, a significant delay in
receiving or the inability to collect such incentives could have a material
adverse effect on the Company's business, results of operations and financial
condition.
RAPID CHANGES IN PRODUCT STANDARDS AND RISK OF INVENTORY OBSOLESCENCE
The computer and related products industry is characterized by rapid
technological change and the frequent introduction of new products and product
enhancements which can decrease demand for current products or render them
obsolete. In addition, in order to satisfy customer demand and to obtain greater
purchasing discounts, the Company may carry increased inventory levels of
certain products in the future. The Company can have limited or no return
privileges with respect to certain of its products. There can be no assurance
that the Company will be able to avoid losses related to inventory obsolescence.
BUSINESS INTERRUPTION; RELIANCE ON MANAGEMENT INFORMATION SYSTEMS
The Company believes that its success to date has been, and future results
of operations will be, dependent in large part upon its ability to provide
prompt and efficient service to customers. In addition, the Company's success is
largely dependent on the accuracy, quality and utilization of the information
generated by its management information systems, which affect its ability to
manage its sales, accounting, inventory and distribution systems. Although the
Company has redundant systems, with full data backup, a substantial interruption
in these systems or in the Company's telephone communication systems would have
a material adverse effect on the Company's business, results of operations and
financial condition.
CHANGING METHODS OF DISTRIBUTION
The manner in which computers and related products are distributed and
sold is changing, and new methods of distribution and sale, such as on-line
shopping services via the Internet have emerged. Hardware and software
manufacturers have sold, and may intensify their efforts to sell, their products
directly to end-users. From time to time, certain manufacturers have instituted
programs for the direct sales of large order quantities of hardware and software
to certain major corporate accounts. These types of programs may continue to be
developed and used by various manufacturers. In addition, manufacturers may
attempt to increase the volume of software products distributed electronically
to end-users. An increase in the volume of products sold through or used by
consumers of any of these competitive programs or distributed electronically to
end-users could have a material adverse effect on the Company's business,
results of operations and financial condition.
STATE SALES OR USE TAX COLLECTION
The Company presently collects sales tax only on sales of products shipped
to customers in the State of Arizona. Sales to customers located within the
State of Arizona were approximately 11% of the Company's net sales during
calendar 1997. Various states have sought to impose on direct marketers the
burden of collecting state sales or use taxes on the sales of products shipped
to that state's residents. The United States Supreme Court affirmed its position
that under the Commerce Clause of the United States Constitution, a state cannot
constitutionally impose sales or use tax collection obligations on an
out-of-state mail order company
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whose only contacts with the state are the distribution of catalogs and other
advertising materials through the mail and the subsequent delivery of purchased
goods by United States mail or by interstate common carrier. If the Supreme
Court changes its position or if legislation is passed to overturn the Supreme
Court's decision, the imposition of a sales or use tax collection obligation on
the Company in states to which it ships products would result in additional
administrative expenses to the Company, could result in price increases to the
customer or could otherwise have a material adverse effect on the Company's
business, results of operations and financial condition. From time to time,
legislation to overturn this decision of the Supreme Court has been introduced,
although to date, no such legislation has been passed.
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POSSIBLE NONRENEWAL OR CANCELLATION OF OUTSOURCING ARRANGEMENTS
The Company performs outsourcing services for certain manufacturers
pursuant to various arrangements. These parties may cancel such arrangements on
relatively short notice or fail to renew them upon expiration. There is no
assurance that the Company will be able to replace any manufacturers that
terminate or fail to renew their relationships with the Company. The failure to
maintain such arrangements or the inability to enter into new ones could have a
material adverse effect on the Company's business, results of operations and
financial condition.
RISK OF INCREASING MARKETING, POSTAGE AND SHIPPING COSTS
The Company mails catalogs through the U. S. Postal Service, generates
sales leads through marketing and ships products to customers by commercial
delivery services. Shipping, postage and paper costs are significant expenses in
the operation of the Company's business. Historically, the Company has
experienced increases in postage and paper costs. There can be no assurance that
any such increases can be recouped through an increase in vendor supported
advertising rates or that the Company will be able to offset future increased
costs. The inability to pass on these increased costs could have a material
adverse effect on the Company's business, results of operations and financial
condition. In addition, the Company ships primarily through Federal Express(R),
and labor disputes or other service interruptions with Federal Express, the U.S.
Postal Service or other commercial carriers could have an adverse effect on the
Company's operating costs and ability to deliver products on a timely basis.
RISKS ASSOCIATED WITH YEAR 2000 PROBLEM
Several currently installed computer systems and software products,
including the primary system used by the Company, are coded to accept only two
digit entries in the date code field. Beginning in the year 2000, these date
code fields will need to accept four digit entries to distinguish 21st century
dates from 20th century dates. Therefore, the Company's date critical functions
related to the year 2000 and beyond, such as sales, distribution, purchasing,
inventory control, marketing, product management, and financial systems may be
adversely affected unless these computer systems are or become year 2000
compliant. The Company is in the process of preparing its computer-based systems
for the year 2000 and plans on utilizing both internal and external resources to
identify, correct, replace, or reprogram, and test its systems for year 2000
compliance in advance of the year 2000. In addition, in order to accommodate its
rapid growth, the Company is planning to replace most major components of its
existing software over the next year with software that would be year 2000
compliant. The Company continues to evaluate the estimated costs associated with
these efforts based on actual experience and does not expect the future costs of
resolving its internal year 2000 problems to be material. However, no assurance
can be given that the Company's computer systems will be year 2000 compliant in
a timely manner or that the Company will not incur significant additional
expenses pursuing year 2000 compliance. Furthermore, even if the Company's
systems are year 2000 compliant, there can be no assurance that the Company will
not be adversely affected by the failure of others to become year 2000 compliant
or by the failure of the Company's suppliers to provide year 2000 compliant
products for resale by the Company. For example, the Company may be adversely
affected by, among other things, warranty and other claims made by the Company's
customers related to product failures caused by the year 2000 problem, the
disruption or inaccuracy of data provided to the Company by non-year 2000
compliant third parties, and the failure of the Company's service providers,
such as credit card processors and independent shipping companies to become year
2000 compliant. The Company will continue to monitor the progress of its
material vendors and customers and formulate a contingency plan at that point
and time if the Company does not believe a material vendor or customer will be
compliant. Despite the Company's efforts to date, there can be no assurance that
the year 2000 problem will not have a material adverse effect on the Company in
the future.
DEPENDENCE ON KEY PERSONNEL
The Company's future success will be largely dependent on the efforts of
key management personnel, including Eric J. Crown, Chief Executive Officer,
Timothy A. Crown, President, and other key employees. The loss of one or more of
these key employees could have a material adverse effect on the Company's
business, results of operations and financial condition. In addition, the
Company believes that its future success will be largely dependent on its
continued ability to attract and retain highly qualified management, sales and
technical personnel, and there can be no assurance that the Company will be able
to attract and retain such personnel. Further, the Company makes a significant
investment in the training of its sales account executives. The inability of the
Company to retain such personnel or to train them rapidly enough to meet its
expanding needs could cause a decrease in the overall quality and efficiency of
its sales staff, which could have a material adverse effect on the Company's
business, results of operations and financial condition.
CONTROL BY EXISTING STOCKHOLDERS
Eric J. Crown, Chief Executive Officer, and Timothy A. Crown, President,
beneficially own in the aggregate approximately 17.4% of the Company's
outstanding Common Stock. Because of their beneficial stock ownership, these
stockholders are in a position to continue to influence the election of the
members of the Board of Directors and decisions requiring stockholder approval.
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SHARES ELIGIBLE FOR FUTURE SALE
As of the date of this Prospectus, the Company has 16,602,468 shares of
Common Stock outstanding, of which 16,519,256 are freely tradeable. All of the
shares that are not currently freely tradeable will be eligible for sale in the
public markets in the near future in accordance with Rule 144 ("Rule 144")
promulgated under the Securities Act. In addition, there are outstanding options
to purchase a total of 2,087,871 shares of Common Stock. Except as limited by
Rule 144 volume limitations applicable to affiliates, shares issued upon the
exercise of stock options generally are available for sale in the open market.
Future sales of such Common Stock and additional presently indeterminate shares
of Common Stock which may be issued by the Company pursuant to "earnout"
provisions of completed acquisitions and issued pursuant to any future
acquisitions, as well as the Common Stock offered by this Prospectus and Common
Stock subject to outstanding options could adversely affect the prevailing
market price of the Common Stock.
ANTI-TAKEOVER EFFECT OF CHARTER AND BYLAW PROVISIONS
The Company's Certificate of Incorporation and Bylaws empower the Board of
Directors, without approval of the stockholders, to fix the rights and
preferences and to issue shares of preferred stock, prohibit a substantial
stockholder of the Company from entering into a business combination or
otherwise significantly increasing its interest in the stock or assets of the
Company without the consent of the Board of Directors or a two-thirds majority
of the stockholders of the Company, prohibit stockholders of the Company from
calling a special meeting unless requested by at least 25% of the outstanding
voting shares, and require that the Board of Directors be divided into three
classes, one of which classes would be elected each year. These provisions could
have the effect of deterring unsolicited takeovers or other business
combinations or delaying or preventing changes in control or management of the
Company, including transactions in which stockholders might otherwise receive a
premium for their shares over then-current market prices. In addition, these
provisions may limit the ability of stockholders to approve transactions that
they may deem to be in their best interests.
DISCLOSURE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in this Prospectus, including statements in
documents incorporated herein by reference, may be forward-looking statements
within the meaning of The Private Securities Litigation Reform Act of 1995.
These forward-looking statements may include projections of revenue and net
income and issues that may affect revenue or net income; projections of capital
expenditures; plans for future operations; financing needs or plans; plans
relating to the Company's products and services; and assumptions relating to the
foregoing. Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified. Future events
and actual results could differ materially from those set forth in, contemplated
by, or underlying the forward-looking statements. Statements in this Prospectus,
including those set forth above and in documents incorporated herein by
reference, describe factors, among others, that could contribute to or cause
such differences.
USE OF PROCEEDS
All 300,892 shares of Common Stock offered hereby are being offered by the
Selling Stockholders. The Company will not receive any proceeds from the sale of
Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
On September 13, 1998, the Company purchased all of the issued and
outstanding shares of capital stock of Treasure Chest Computers, Inc. ("TCCI")
pursuant to an Agreement of Purchase and Sale of Stock (the "Agreement") among
the Company and the Selling Stockholders. At the time of the Agreement, the
Selling Stockholders owned all of the issued and outstanding shares of the
capital stock of TCCI. As a result of the acquisition, TCCI became a
wholly-owned subsidiary of the Company and the Company issued an
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aggregate of 300,892 shares of the Company's Common Stock to the Selling
Stockholders. Under the Agreement, the Company is required to register for
resale those shares of Common Stock issued to the Selling Stockholders. This
Prospectus is a part of the Registration Statement filed by the Company in order
to satisfy this requirement. In addition, in connection with the Agreement, the
Company entered into Employment Agreements with Darin Oreman and Eleanor Oreman.
The following table provides certain information with respect to the
Common Stock owned by the Selling Stockholders as of the date hereof.
<TABLE>
<CAPTION>
NO. OF SHARES
OF COMMON PERCENTAGE OF
STOCK OWNED COMMON STOCK NO. OF SHARES
PRIOR TO THE OWNED PRIOR TO OF COMMON
SELLING STOCKHOLDER OFFERING OFFERING(1) STOCK OFFERED(2)
- ------------------- -------- ----------- -------------
<S> <C> <C> <C>
Gary Oreman 75,223 * 75,223
Darin Oreman 75,373 * 75,223
Eleanor Oreman 75,223 * 75,223
Jay Oreman 75,223 * 75,223
</TABLE>
- ----------
* less than 1%
(1) Includes all shares of Common Stock beneficially owned by the Selling
Stockholders as a percentage of the 16,602,468 shares of Common Stock
outstanding at September 14, 1998.
(2) The Selling Stockholders, or their permitted transferees, may sell up to all
of the Common Stock shown above under the heading "No. of Shares of Common
Stock Offered" pursuant to this Prospectus in one or more transactions from
time to time as described below under "Plan of Distribution." Since the
Selling Stockholders may sell all, some or none of their shares, no estimate
can be made of the aggregate number of shares of Common Stock that will be
owned by each Selling Stockholder upon completion of the offering to which
this Prospectus relates.
PLAN OF DISTRIBUTION
This Prospectus relates to the offer and sale of 300,892 shares of Common
Stock by the Selling Stockholders. The Company has been advised by each Selling
Stockholder that each Selling Stockholder may offer his or her Common Stock to
or through brokers and dealers and underwriters to be selected by the Selling
Stockholder from time to time. In addition, the Common Stock may be offered for
sale through the Nasdaq Stock Market, through a market maker, in one or more
private transactions, or a combination of such methods of sale, at prices and on
terms then prevailing, at prices related to such prices, or at negotiated
prices. Each Selling Stockholder may pledge all or a portion of the Common Stock
owned by him or her as collateral in loan transactions. Upon default by any such
Selling Stockholder, the pledgee in such loan transaction would have the same
rights of sale as such Selling Stockholder under this Prospectus. Each Selling
Stockholder also may enter into exchange traded listed option transactions which
require the delivery of the Common Stock registered hereunder. Each Selling
Stockholder may also transfer Common Stock owned by him or her in other ways not
involving market makers or established trading markets, including directly by
gift, distribution, or other transfer without consideration, and upon any such
transfer the transferee would have the same rights of sale as such Selling
Stockholder under this Prospectus. In addition, any securities covered by this
Prospectus which qualify for sale pursuant to Rule 144 of the Securities Act,
may be sold under Rule 144 rather than pursuant to this Prospectus. Finally,
each Selling Stockholder and any brokers and dealers through whom sales of the
Common Stock are made may be deemed to be "underwriters" within the meaning of
the Securities Act, and the commissions or discounts and other compensation paid
to such persons may be regarded as underwriters' compensation.
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The Company will pay all of the expenses related to the registration of
the Common Stock offered hereby, other than commissions and selling expenses
with respect to the Common Stock being sold by the Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Snell & Wilmer L.L.P., One Arizona Center, Phoenix, Arizona
85004.
EXPERTS
The consolidated financial statements of Insight Enterprises, Inc. and
subsidiaries as of December 31, 1997 and 1996, and for each of the years in the
three-year period ended December 31, 1997 which are included in Insight
Enterprises, Inc.'s Annual Report on Form 10-K for the year ended December 31,
1997, have been incorporated by reference herein and in the registration
statement in reliance upon the report of KPMG Peat Marwick LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing.
10
<PAGE> 11
No dealer, sales person, or other person has been authorized in connection with
this offering to give any information or to make any representations other than
those contained in this Prospectus and, if given or made, such information or
representations must not be relied upon as having been authorized by the
Company. Neither the delivery of this Prospectus nor any sale made hereunder
shall, under any circumstances, create any implication that there has been no
change in the affairs of the Company since the date hereof or that the
information contained herein is correct as of any date subsequent to the date
hereof. This Prospectus does not constitute an offer of the securities offered
hereby by anyone in any jurisdiction in which it is unlawful to make such offer
of solicitation.
TABLE OF CONTENTS
--------------------------
PAGE
Available Information..........................................................2
Information Incorporated by Reference..........................................2
Risk Factors...................................................................3
Use of Proceeds................................................................8
Selling Stockholders...........................................................8
Plan of Distribution...........................................................9
Legal Matters.................................................................10
Experts.......................................................................10
INSIGHT ENTERPRISES, INC.
300,892
SHARES
OF
COMMON STOCK
PROSPECTUS
September 23, 1998
