<PAGE> 1
As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 33-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INSIGHT ENTERPRISES, INC.
(Exact name of Registrant as specified in its charter)
Delaware 86-0766246
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1305 West Auto Drive
Tempe, Arizona 85284
(Address of Principal Executive Offices) (Zip Code)
---------------------------------------------------
INSIGHT ENTERPRISES, INC. EMPLOYEE STOCK PURCHASE PLAN
(Full Title of the Plan)
------------------------------------------------------
Eric J. Crown, Co-Chief Executive Officer
Insight Enterprises, Inc.
1305 West Auto Drive
Tempe, Arizona 85284
(Name and address of agent for service)
(480) 902-1001
(Telephone number, including area code, of agent for service)
-------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
PROPOSED PROPOSED
TITLE OF AMOUNT MAXIMUM MAXIMUM AMOUNT OF
SECURITIES TO BE OFFERING AGGREGATE REGISTRATION
TO BE REGISTERED (1) PRICE OFFERING FEE
REGISTERED -------------- PER SHARE (2) PRICE (2) ------------
---------- ------------- ---------
<S> <C> <C> <C> <C>
Common Stock, 237,500 $44.375 $10,539,062 $2,782.31
$.01 par value
</TABLE>
(1) In the event of a stock split, stock dividend, or similar transaction
involving the Registrant's Common Stock, in order to prevent dilution,
the number of shares registered shall be automatically increased to
cover the additional shares in accordance with Rule 416(a) under the
Securities Act of 1933.
(2) Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities
Act of 1933, on the basis of the average of the high and low prices for
shares of the Registrant's Common Stock on July 28, 2000.
<PAGE> 2
This registration statement also relates to the Form S-8 Registration
Statement No. 33-96280, the contents of which are incorporated herein by
reference pursuant to General Instruction E to Form S-8. Under such Registration
Statement the Registrant registered 100,000 shares of common stock for issuance
under the Insight Enterprises, Inc. Employee Stock Purchase Plan.
-1-
<PAGE> 3
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Tempe, State of Arizona, on May 31, 2000.
INSIGHT ENTERPRISES, INC.,
a Delaware corporation
By /s/ Eric J. Crown
---------------------------------
Eric J. Crown
Co-Chief Executive Officer and
Chairman of the Board
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 date indicated.
<TABLE>
<CAPTION>
NAME AND SIGNATURE TITLE DATE
------------------ ----- ----
<S> <C> <C>
/s/ Eric J. Crown Co-Chief Executive Officer May 31, 2000
--------------------- and Chairman of the Board
Eric J. Crown (Principal Executive Officer)
/s/ Timothy A. Crown Co-Chief Executive Officer, May 31, 2000
--------------------- President and Director
Timothy A. Crown
/s/ Stanley Laybourne Chief Financial Officer, Secretary, May 31, 2000
--------------------- Treasurer and Director
Stanley Laybourne (Principal Financial and
Accounting Officer)
Director May ____, 2000
---------------------
Larry A. Gunning
Director May ____, 2000
---------------------
Robertson C. Jones
</TABLE>
-2-
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
------ ----------- ----------------
<S> <C> <C>
5 Opinion of Snell & Wilmer L.L.P.
23.1 Consent of KPMG LLP
23.2 Consent of Snell & Wilmer L.L.P. Included in Exhibit 5
</TABLE>
