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As filed with the Securities and Exchange Commission on July 31, 2000
Registration No. 333-____________
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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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)
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INSIGHT ENTERPRISES, INC. 1998 LONG-TERM INCENTIVE PLAN
INSIGHT ENTERPRISES, INC. 1999 BROAD BASED EMPLOYEE STOCK OPTION PLAN
(Full Title of the Plans)
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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)
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF MAXIMUM MAXIMUM
SECURITIES AMOUNT OFFERING AGGREGATE AMOUNT OF
TO BE TO BE PRICE OFFERING REGISTRATION
REGISTERED REGISTERED(1) PER SHARE(3) PRICE(3) FEE
---------- ------------- ------------- ----------- ------------
<S> <C> <C> <C> <C>
Common Stock, 2,600,000(2) $44.375 $115,375,000 $30,459
$.01 par value
(1998 Long-Term
Incentive Plan)
Common Stock, 1,000,000 $44.375 $44,375,000 $11,715
$.01 par value -------
(1999 Broad Based
Employee Stock $42,174
Option Plan)
</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.
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(2) The number of shares of the Registrant's Common Stock registered includes
an amount which is reasonably expected to be offered and sold pursuant to the
Registrant's 1998 Long-Term Incentive Plan within two years following the
initial effective date of this Registration Statement.
(3) 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.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The documents containing the information specified in Part I, Items 1 and
2, will be delivered to participants in accordance with Form S-8 and Rule 428
under the Securities Act of 1933, as amended (the "Securities Act"). These
documents and the documents incorporated by reference into this Registration
Statement pursuant to Item 3 of Part II of this Registration Statement, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF DOCUMENTS BY REFERENCE.
The following documents have been filed by Insight Enterprises, Inc.
(the "Registrant") with the Securities and Exchange Commission pursuant to the
Securities Exchange Act of 1934 (the "Exchange Act") and are hereby incorporated
by reference into this Registration Statement:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 1999;
(b) The Registrant's Quarterly Report on Form 10-Q for the fiscal
quarter ended March 31, 2000;
(c) The description of the Registrant's Common Stock included in the
Registrant's Registration Statement on Form 8-A, dated November
9, 1994; and
(d) The description of the Registrant's Shareholder's Rights
Agreement included in the Registrant's Form 8-A filed on March
17, 1999.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment to this Registration Statement which indicates that all
securities offered have been sold or which deregisters all securities then
remaining unsold, shall be deemed to be incorporated by reference in this
Registration Statement and to be a part hereof from the date of filing such
documents. 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 Registration Statement to the extent that a statement
contained herein or in any subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any 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.
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Item 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Section 145(a) of the General Corporation Law of the State of Delaware
(the "General Corporation Law"), provides that a Delaware 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, 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 the person 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 or enterprise, against expenses (including attorneys' fees),
judgments, fines and amounts paid in settlement actually and reasonably incurred
by the person in connection with such action, suit or proceeding if the person
acted in good faith and in a manner the person 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 the person's
conduct was unlawful. The termination of any action, suit or proceeding by
judgment, order, settlement, conviction, or upon a plea of no contest or its
equivalent, shall not, of itself, create a presumption that the person did not
act in good faith and in a manner which the person 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 the
person's conduct was unlawful.
Section 145(b) provides that a Delaware 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 such
person acted in any of the capacities set forth above against expenses
(including attorneys' fees) actually and reasonably incurred by the person in
connection with the defense or settlement of such action or suit if the person
acted in good faith and in a manner the person reasonably believed to be in or
not opposed to the best interests of the corporation and except that no
indemnification may be made in respect to any claim, issue or matter as to which
such person shall have been adjudged to be liable 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 be indemnified for such expenses which such court shall deem proper.
Section 145 further provides that to the extent a present or former
director or officer of a corporation has been successful on the merits or
otherwise in defense of any action, suit or proceeding referred to in Section
145, subsections (a) and (b), or in defense of any claim, issue or matter
therein, such person shall be indemnified against expenses (including attorneys'
fees) actually and reasonably incurred by such person in connection therewith;
that indemnification provided for by Section 145 shall not be deemed exclusive
of any other rights to which the indemnified party may be entitled under any
bylaw, agreement, vote of stockholders or disinterested directors or otherwise;
and that the corporation may purchase and maintain insurance on behalf of any
person who is or was a director, officer, employee or agent of the corporation
against any liability asserted against such person and incurred by such person
in any such capacity, or arising out of such person's status as such, whether or
not the corporation would have the power to indemnify such person against such
liability under such Section 145.
Section 102(b)(7) of the General Corporation Law provides that a
corporation in its original certificate of incorporation or an amendment thereto
validly approved by stockholders may eliminate or limit personal liability of
members of its board of directors or governing body for violations of a
director's fiduciary duty. However, no such provision may eliminate or limit the
liability of a director for breaching his or her duty of loyalty, acting or
failing to act in good faith, engaging in intentional misconduct or knowing
violations of law, paying an unlawful dividend or approving an unlawful stock
repurchase, or obtaining an improper personal benefit. A provision of this type
has no effect on the availability of equitable remedies, such as injunction or
rescission, for breach of fiduciary duty.
The Registrant's Bylaws provide that the Registrant shall indemnify
officers and directors to the fullest extent permitted by and in the manner
permissible under the laws of the State of Delaware.
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The Registrant has a policy of directors' and officers' liability
insurance which insurers directors and officers against the costs of defense,
settlement or payment of a judgment under certain circumstances.
The Registrant has entered into indemnity agreements with its directors
and officers for indemnification of and advancement of expenses to such persons
to the full extent permitted by law and intends to execute such indemnity
agreements with its future officers and directors.
Item 7. EXEMPTION FROM REGISTRATION CLAIMED. Not applicable.
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Item 8. EXHIBITS.
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant(1)
4.2 Amendment to Amended and Restated Certificate of
Incorporation(2)
4.3 Amended and Restated Bylaws of the Registrant(3)
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)
99.1 Insight Enterprises, Inc. 1998 Long-Term Incentive Plan, as
amended(4)
99.2 Insight Enterprises, Inc. 1999 Broad Based Employee Stock
Option Plan(3)
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(1) Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended June 30, 1997.
(2) Incorporated by reference to the Company's Notice and Proxy
Statement for its 2000 Annual Meeting of Stockholders.
(3) Incorporated by reference to the Company's Annual Report on Form
10-K for the fiscal year ended December 31, 1999.
(4) Incorporated by reference to the Company's Notice and Proxy
Statement for its 1997 Annual Meeting of Stockholders, and Amendment
incorporated by reference to the Company's Notice and Proxy
Statement for its 2000 Annual Meeting of Stockholders.
Item 9. UNDERTAKINGS.
(a) The undersigned Registrant 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;
(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
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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.
(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 Registrant pursuant to Section 13 or Section
15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, 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 undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of
the Registrant's annual report pursuant to Section 13(a) or Section 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in
the registration statement 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.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers and
controlling persons of the Registrant pursuant to the foregoing
provisions, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred
or paid by a director, officer or controlling person of the Registrant 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 Registrant 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 Act and
will be governed by the final adjudication of such issue.
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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
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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.
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NAME AND SIGNATURE TITLE DATE
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<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
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Robertson C. Jones
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EXHIBIT INDEX
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<CAPTION>
EXHIBIT PAGE OR
NUMBER DESCRIPTION METHOD OF FILING
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4.1 Amended and Restated Certificate of Incorporated by
Incorporation of the Registrant reference to the
Company's Annual Report on
Form 10-K for the fiscal
year ended June 30, 1997.
4.2 Amendment to Amended and Restated Incorporated by
Certificate of Incorporation reference to the
Company's Notice and
Proxy Statement for its
2000 Annual Meeting of
Stockholders.
4.3 Amended and Restated Bylaws of the Incorporated by
Registrant reference to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 31,
1999.
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
99.1 Insight Enterprises, Inc. 1998 Incorporated by
Long-Term Incentive Plan, as amended reference to the
Company's Notice and
Proxy Statement for its
1997 Annual Meeting of
Stockholders, and
Amendment incorporated
by reference to the
Company's Notice and
Proxy Statement for its
2000 Annual Meeting of
Stockholders.
99.2 Insight Enterprises, Inc. 1999 Broad Incorporated by
Based Employee Stock Option Plan reference to the
Company's Annual Report on
Form 10-K for the fiscal
year ended December 31,
1999.
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