<PAGE>
As filed with the Securities and Exchange Commission on May 26, 1999
Registration No. 333-
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREATIVE COMPUTERS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-451870
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation of Organization) Identification No.)
2555 West 190th Street
Torrance, California 90504
(Address of Principal Executive Offices)
Directors' Non-Qualified Stock Option Plan
(Full Title of Plan)
__________________________________________________
Frank Khulusi
Chairman of the Board,
President and Chief
Executive Officer
Creative Computers, Inc.
2555 West 190th Street
Torrance, California 90504
(Name and Address of Agent for Service)
(310) 354-5600
(Telephone Number, Including Area Code, of Agent For Service)
Copy to:
Robert M. Mattson, Jr., Esq.
Morrison & Foerster LLP
19900 MacArthur Boulevard
Irvine, California 92612
(949) 251-7500
__________________________________________________
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
===============================================================================================
Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001
par value per share 50,000 shares $30.72 $1,536,000 $427
===============================================================================================
</TABLE>
(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution from stock splits, stock dividends or similar transactions as
provided in the above-referenced plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933, as
amended (the "Securities Act"), the proposed maximum offering price per
share and the proposed maximum aggregate offering price have been determined
on the basis of the average of the high and low prices reported on the
Nasdaq National Market on May 25, 1999.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
================================================================================
<PAGE>
Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement is filed
for the purpose of registering additional securities under the Directors' Non-
Qualified Stock Option Plan of Creative Computers, Inc. (the "Registrant"),
which are the same class as those registered under the currently effective
Registration Statement on Form S-8 (Registration No. 333-848) relating to the
1994 Stock Incentive Plan and Directors' Non-Qualified Stock Option Plan of the
Registrant, and the contents of that Registration Statement, including any
amendments thereto or filings incorporated therein, are incorporated herein by
this reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1998, which includes audited financial statements for the
Registrant's latest fiscal year.
(b) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the audited financial statements described in
(a) above.
(c) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A dated March 31, 1996 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment 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 into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document 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 other 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.
<PAGE>
Item 8. Exhibits.
5.1 Opinion of Morrison & Foerster LLP
10.1 Directors' Non-Qualified Stock Option Plan
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (See signature page)
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Creative Computers, Inc. 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 Torrance, State of California, on May
24, 1999.
CREATIVE COMPUTERS, INC.
By: /s/ FRANK F. KHULUSI
---------------------------------
Frank F. Khulusi
President and Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Frank F.
Khulusi and Sam U. Khulusi, and each of them, as attorneys-in-fact, each with
the power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ FRANK F. KHULUSI
_______________________________ Chairman of the Board of May 24, 1999
Frank F. Khulusi Directors, President, and
Chief Executive Officer
(Principal Executive Officer)
/s/ SAM U. KHULUSI
_______________________________ Director May 24, 1999
Sam U. Khulusi
<PAGE>
/s/ Ted Sanders
_______________________________ Chief Financial Officer May 24, 1999
Ted Sanders (Principal Financial and
Accounting Officer)
/s/ Thomas O. Maloof
_______________________________ Director May 24, 1999
Thomas O. Maloof
/s/ Ronald B. Reck
_______________________________ Director May 24, 1999
Ronald B. Reck
<PAGE>
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Morrison & Foerster LLP
10.1 Directors' Non-Qualified Stock Option Plan
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
23.3 Consent of Ernst & Young LLP
24.1 Power of Attorney (See signature page)
<PAGE>
EXHIBIT 5.1
OPINION OF MORRISON & FOERSTER LLP
[Morrison & Foerster LLP Letterhead]
May 25, 1999
Creative Computers, Inc.
2555 West 190th Street
Torrance, California 90504
Gentlemen:
At your request, we have examined the Registration Statement on Form S-8 to
be filed with the Securities and Exchange Commission (the "SEC") in connection
with the registration under the Securities Act of 1933, as amended, of an
aggregate of 50,000 shares of your common stock, $.001 par value (the "Common
Shares") issuable upon exercise of options which have been and will be granted
pursuant to the Directors' Non-Qualified Stock Option Plan (the "Plan").
As your counsel in connection with the Registration Statement, we have
examined the proceedings taken by you in connection with the adoption and
amendment of the Plan and the authorization of the issuance of the Common Shares
or options to purchase Common Shares under the Plan (the "Plan Shares") and such
documents as we have deemed necessary to render this opinion.
Based upon the foregoing, it is our opinion that the Plan Shares, when
issued and outstanding pursuant to the terms of the Plan, will be validly
issued, fully paid and nonassessable Common Shares.
We consent to the use of this opinion as an exhibit to the Registration
Statement.
Very truly yours,
/s/ Morrison & Foerster LLP
<PAGE>
EXHIBIT 10.1
CREATIVE COMPUTERS, INC.
DIRECTORS' NON-QUALIFIED STOCK OPTION PLAN
------------------------------------------
(amended and restated as of May 18, 1999)
1. Establishment and Purpose.
-------------------------
(a) Creative Computers, Inc., a Delaware corporation (the "Company"),
hereby adopts its Directors' Non-Qualified Stock Option Plan. The Plan is
intended to provide a means whereby eligible members of the Board may be given
an opportunity to purchase shares of Stock pursuant to options which are not
intended to qualify as incentive stock options under Section 422 of the Code.
(b) The purpose of the Plan is to enable the Company to attract
qualified individuals to serve as members of the Board, to provide additional
performance incentives to such individuals while serving as directors, and to
encourage their continued service on the Board.
2. Definitions.
-----------
As used herein, the following definitions shall apply:
(a) "Affiliate" shall mean any parent or subsidiary corporations of
the Company, as defined in Sections 424(e) and (f) of the Code (but substituting
"the Company" for "employer corporation"), including parents or subsidiaries of
the Company that become such after adoption of the Plan.
(b) "Board" shall mean the Board of Directors of the Company.
(c) "Change in Control" shall mean a change in ownership or control
of the Company effected through either of the following transactions:
. the direct or indirect acquisition by any Person or related
group of Persons (other than an acquisition from or by the Company or by a
Company-sponsored employee benefit plan or by a Person or related group of
Persons that directly or indirectly controls, is controlled by, or is under
common control with, the Company) of beneficial ownership (within the
meaning of Rule 13d-3 of the Exchange Act) of securities possessing more
than fifty percent (50%) of the total combined voting power of the
Company's outstanding securities, or
<PAGE>
. change in the composition of the Board over a period of
thirty-six (36) months or less such that a majority of the Board members
(rounded up to the next whole number) ceases, by reason of one or more
contested elections for Board membership, to be comprised of individuals
who either (a) have been Board members continuously since the beginning of
such period or (b) have been elected or nominated for election as Board
members during such period by at least a majority of the Board members
described in clause (a) who were still in office at the time such election
or nomination was approved by the Board.
(d) "Code" shall mean the Internal Revenue Code of 1986, as amended.
(e) "Company" shall mean Creative Computers, Inc., a Delaware
corporation.
(f) "Continuous Status as a Director" shall mean the absence of any
interruption or termination of service as a Director.
(g) "Corporate Transaction" shall means any of the following
stockholder-approved transactions to which the Company is a party:
. a merger or consolidation in which the Company is not the
surviving entity, except for a transaction the principal purpose of which
is to change the state in which the Company is incorporated,
. the sale, transfer or other disposition of all or
substantially all of the assets of the Company (including the capital stock
of the Company's subsidiary corporations) in complete liquidation or
dissolution of the Company, or
. any reverse merger in which the Company is the surviving
entity but in which securities possessing more than fifty percent (50%) of
the total combined voting power of the Company's outstanding securities are
transferred to a Person or Persons different from those who held such
securities immediately prior to such merger .
(h) "Director" shall mean a member of the Board.
(i) "Effective Date" shall mean the date this Plan is adopted by the
Board.
(j) "Employee" shall mean any person who is an employee of the
Company, or any Affiliate of the Company, for purposes of tax withholding under
the Code. The payment of a director's fee by the Company shall not be
sufficient to render the recipient of such fee an Employee.
(k) "Exchange Act" shall mean the Securities Exchange Act of 1934,
as amended.
(l) "Fair Market Value" shall mean the price which the Board acting
in good faith determines through any reasonable valuation method that a share of
Stock might change
<PAGE>
hands between a willing buyer and a willing seller, neither being under any
compulsion to buy or to sell and both having reasonable knowledge of the
relevant facts; provided, however, that where there exists a public market for
the Stock at the time of such determination, the Fair Market Value shall be the
average of the closing bid and asked prices of a share of Stock quoted in the
Over-The-Counter Market Summary or the last reported sale price of a share of
Stock or the closing price of a share of Stock quoted on The Nasdaq National
Market or on any exchange on which the Stock is then listed, whichever is
applicable, as published in the Western Edition of The Wall Street Journal on
-----------------------
the trading day prior to the date of determination of Fair Market Value.
(m) "Initial Public Offering" shall mean the closing of the Company's
first underwritten offering of Common Stock to the public generally.
(n) "Option" shall mean an option to purchase shares of Stock
granted pursuant to the Plan.
(o) "Option Certificate" shall mean the written certificate setting
forth the terms of an Option in the form attached as Exhibit A hereto.
(p) "Optionee" shall mean an Outside Director who receives an
Option.
(q) "Outside Director" shall mean a Director who is not an Employee.
(r) "Person" shall mean a natural person, corporation, partnership,
limited liability company, joint venture, trust, or any other entity and any
government or instrumentality of a government.
(s) "Plan" shall mean this Creative Computers, Inc. Directors' Non-
Qualified Stock Option Plan.
(t) "Securities Act" shall mean the Securities Act of 1933, as
amended.
(u) "Stock" shall mean the Common Stock, $.001 par value per share,
of the Company.
3. Stock Subject to the Plan.
-------------------------
Subject to Section 12 of the Plan, the maximum number of shares of
Stock which may be subject to Options and sold under the Plan is 100,000 shares
of Stock. If an Option expires or becomes unexercisable for any reason and has
not been exercised in full, the Stock subject to such Option shall be available
for future grant under the Plan. If Stock which was acquired upon exercise of
an Option is subsequently repurchased by the Company, such Stock shall not be
available for future grants under the Plan.
<PAGE>
4. Interpretation and Administration of the Plan.
---------------------------------------------
(a) The Plan is intended to be self-executing pursuant to the terms
hereof. However, any questions concerning interpretation or execution of the
Plan or grants hereunder shall be decided by the Board. All decisions,
determinations and interpretations of the Board shall be final and binding on
all holders of any Options granted under the Plan.
(b) Subject to the provisions and restrictions of the Plan, the Board
shall have the authority to: (i) authorize any person to execute on behalf of
the Company any agreements or other documents in connection with the grant of an
Option under the Plan; (ii) approve forms of agreement for use under the Plan
consistent with the terms of the Plan; and (iii) make all other determinations
deemed necessary or advisable for the implementation of the Plan.
5. Option Grants.
-------------
(a) All grants of Options hereunder shall be automatic and
nondiscretionary and shall be made strictly in accordance with the provisions of
this Section 5. Neither the Board nor any person shall have any discretion to
select which Outside Directors shall be granted Options, or to determine the
number of shares of Stock to be covered by Options granted to Outside Directors,
the timing of such Option grants or the exercise price thereof.
(b) An option to purchase 5,000 shares of Stock shall be granted
("Initial Grant") to each Outside Director, such Initial Grant to be made (i) to
the then existing Outside Directors upon the closing of the Company's Initial
Public Offering and (ii) to other Outside Directors elected or appointed to the
Board after the Company's Initial Public Offering upon the date each such
Outside Director first becomes an Outside Director of the Company. Beginning
with the first annual meeting of the Company's stockholders following the
Initial Public Offering and thereafter at each subsequent annual meeting of the
Company's stockholders, each Outside Director who continues as an Outside
Director immediately following each such annual meeting shall be granted an
option to purchase 5,000 shares of Stock ("Subsequent Grant"); provided that no
Subsequent Grant shall be made to any Outside Director who has not served as an
Outside Director of the Company, as of the time of such annual meeting, for at
least one year. Each Subsequent Grant shall be made on the date of the annual
stockholders' meeting in question. If any Option ceases to be exercisable in
whole or in part, the shares which were subject to such Option but as to which
the Option had not been exercised shall continue to be available under the Plan.
6. Terms and Conditions of Options.
-------------------------------
(a) Each Option granted pursuant to the Plan shall be evidenced by an
Option Certificate executed by the Company and the Optionee.
(b) The exercise price per share of Options granted under the Plan
shall be 100% of the Fair Market Value per share of Stock on the date of grant
of the Option, subject to adjustment to the extent provided in Section 12
hereof; provided, that with respect to Options granted concurrently with the
closing of the Company's Initial Public Offering, the exercise price
<PAGE>
shall be the initial offering price of the Common Stock of the Company to the
public, subject to adjustment to the extent provided in Section 12 hereof.
(c) Subject to the provisions in the Option Certificate and Sections
10(e) and 10(f) hereof, each Option shall vest and become exercisable twelve
(12) months after the date of grant.
(d) The term of each Option shall be ten (10) years from the date of
grant, unless a shorter period is required to comply with any applicable law, in
which case such shorter period shall apply.
7. Eligibility.
-----------
Options may be granted only to Outside Directors. No Optionee shall
have any rights as a stockholder of the Company as a result of the grant of an
Option under the Plan or his or her exercise of such Option pending the actual
issuance by the Company of the Stock subject to such Option. The Plan shall not
confer upon any Outside Director any right with respect to continuation of
service as a Director or nomination to serve as a Director, nor shall it
interfere in any way with any rights that the Director or the Company may have
to terminate his or her directorship at any time.
8. Term of Plan; Effective Date.
----------------------------
The Plan shall become effective on the Effective Date, subject to
approval of the Plan by the stockholders of the Company. If the Effective Date
precedes such stockholder approval any Option granted under the Plan prior to
such approval shall be conditioned upon approval by stockholders of the Plan.
Options may be granted under the Plan at any time on or before the tenth
anniversary of the date of adoption of the Plan.
9. Payment Upon Exercise.
---------------------
Payment of the exercise price upon exercise of any Option may be made
(i) in cash, (ii) by delivery on a form prescribed by the Board of an
irrevocable direction to a securities broker approved by the Board to sell
shares and deliver all or a portion of the proceeds to the Company in payment
for the Stock; (iii) with shares of Stock owned by the Optionee or withholding
of shares otherwise deliverable to the Optionee upon exercise of the Option; or
(v) any combination of the foregoing. Any stock used to exercise an Option
shall be valued at its Fair Market Value on the date of the exercise of the
Option.
10. Exercise of Option.
------------------
(a) An Option shall be deemed to be exercised when written notice of
such exercise has been given to the Company in accordance with the terms of the
Option Certificate by the person entitled to exercise the Option and full
payment for the Stock has been received by the Company in accordance with
Section 9 hereof. An Option may not be exercised for a fraction of a share of
Stock.
<PAGE>
(b) If an Optionee ceases to serve as a Director (other than as a
result of disability, death or following a Change in Control), he or she may,
but only within three (3) months after the date he or she ceases to be a
Director, exercise his or her then outstanding Options to the extent that he or
she was entitled to exercise them at the date of such termination.
Notwithstanding the foregoing, in no event may any Option be exercised after the
expiration of its term set forth in Section 6. To the extent that the Optionee
was not entitled to exercise an Option at the date of such termination, or does
not exercise such Option (that he or she was entitled to exercise) within the
time specified herein, the Option shall terminate.
(c) Notwithstanding the provisions of Section 9(b) above, in the event
an Optionee is unable to continue his or her service as a Director as a result
of his or her total and permanent disability (as defined in Section 22(e)(3) of
the Code), he or she may, within twelve (12) months from the date of such
termination, exercise his or her then outstanding Options to the extent he or
she was entitled to exercise them at the date of such termination.
Notwithstanding the foregoing, in no event may any Option be exercised after the
expiration of its term set forth in Section 6. To the extent that the Optionee
was not entitled to exercise the Option at the date of termination, or if
Optionee does not exercise such Option (that he or she was entitled to exercise)
within the time specified herein, the Option shall terminate.
(d) If during the term of his or her Option, an Optionee (A) dies and
had been in Continuous Status as a Director at the time of his or her death, or
(B) dies within three (3) months after termination of Continuous Status as a
Director, the Option may be exercised at any time within twelve (12) months
following the date of the Optionee's death by the Optionee's personal
representative or by a person who acquired the right to exercise the Option by
bequest or intestate succession, but only to the extent the Optionee was
entitled to exercise the Option at the time of his or her termination of
Continuous Status as a Director. Notwithstanding the foregoing, in no event may
the Option be exercised after the expiration of the term set forth in Section 6.
(e) Should any Corporate Transaction occur while an Optionee remains
in Continuous Status as a Director, then each outstanding Option held by such
Optionee shall become fully exercisable, immediately prior to the specified
effective date of such Corporate Transaction, for all or any portion of the
shares at the time represented by such Option and may be exercised with respect
to any or all of such shares represented by the Option prior to the specified
effective date of such Corporate Transaction. Immediately following the
consummation of the Corporate Transaction, each such option shall terminate
unless assumed by the successor company or its parent.
(f) Should a Change in Control occur while an Optionee remains in
Continuous Status as a Director, then each outstanding Option held by such
Optionee shall become fully exercisable, immediately prior to the effective date
of such Change in Control, for all of the shares at the time subject to such
Option and may be exercised with respect to any or all of such shares
represented by the Option. The Option shall remain so exercisable until the
expiration or sooner termination of the Option term.
<PAGE>
11. Nontransferability of Options.
-----------------------------
To the extent required by Rule 16b-3 of the Exchange Act, no Option
shall be transferable by an Optionee other than by operation of law or by will
or by the laws of descent or distribution; provided that, if Rule 16b-3 is
amended after the Board's adoption of the Plan to permit greater transferability
of an Option hereunder, all Options hereunder shall be transferable after the
Initial Public Offering to the fullest extent provided by Rule 16b-3 as so
amended. In the event of any Rule 16b-3 permitted transfer of an Option, the
transferee shall be entitled to exercise the Option in the same manner and only
to the same extent as the Optionee (or his personal representative or the person
who would have acquired the right to exercise the Option by bequest or intestate
succession) would have been entitled to exercise the Option under Sections 9 and
10 had the Option not been transferred.
12. Adjustment Upon Changes in Capitalization.
-----------------------------------------
In the event that the number of outstanding shares of Stock of the
Company is changed through merger, consolidation, reorganization,
recapitalization, reincorporation, stock split, stock dividend (in excess of two
percent) or other change in the capital structure of the Company without
consideration, the number of shares of Stock available under the Plan, the
number of shares of Stock deliverable in connection with any Option and the
exercise price per share of such Option shall be proportionately adjusted;
provided however, that no certificate or scrip representing fractional shares
shall be issued and any resulting fractions of a share shall be ignored.
13. Amendment and Termination of the Plan.
-------------------------------------
(a) The Board may amend the Plan from time to time in such respects as
the Board may deem advisable; provided, however, that to the extent necessary to
comply with Rule 16b-3 under the Exchange Act (or any other applicable law or
regulation), the Company shall obtain approval by the Company's stockholders to
amend the Plan to the extent and in the manner required by such law or
regulation. Notwithstanding the foregoing, the provisions set forth in Sections
5 and 6 of the Plan (and any other Sections of the Plan that affect the formula
award terms required to be specified in the Plan by Rule 16b-3 of the Exchange
Act and any successor to such Rule) shall not be amended periodically and in no
event more than once every six (6) months, other than to comport with changes in
the Code, the Employee Retirement Income Security Act of 1974, as amended, or
any applicable rules and regulations thereunder.
(b) The Board, without further approval of the stockholders, may at
any time terminate or suspend the Plan. Except as otherwise provided herein,
any such termination or suspension of the Plan shall not affect Options already
granted hereunder, and such Options shall remain in full force and effect as if
the Plan had not been terminated or suspended.
(c) Except as otherwise provided herein, rights and obligations under
any outstanding Option shall not be altered or impaired by amendment, suspension
or termination of the Plan, except with the consent of the person to whom the
Option was granted or transferred.
<PAGE>
14. Conditions Upon Issuance of Stock.
---------------------------------
(a) Stock shall not be issued pursuant to the exercise of an Option
unless the exercise of such Option and the issuance and delivery of such Stock
pursuant thereto shall comply with all relevant provisions of law, including,
without limitation, the Securities Act, the Exchange Act, the rules and
regulations promulgated thereunder, state securities laws, and the requirements
of any stock exchange or national market system upon which the Stock may then be
listed, and shall be further subject to the approval of counsel for the Company
with respect to such compliance.
(b) Inability of the Company to obtain authority from any regulatory
body having jurisdictional authority deemed by the Company's counsel to be
necessary for the lawful issuance and sale of any Stock hereunder shall relieve
the Company of any liability for failure to issue or sell such Stock.
15. Reservation of Stock.
--------------------
The Company, during the term of the Plan, will at all times reserve
and keep available such number of shares of Stock as shall be sufficient to
satisfy the requirements of the Plan.
16. Additional Restrictions of Rule 16b-3.
-------------------------------------
Transactions under the Plan are intended to comply with all applicable
conditions of Rule 16b-3 or its successors under the Exchange Act. To the
extent any provision of the Plan or action by the Board fails to so comply, it
shall be deemed null and void, to the extent permitted by law and deemed
advisable by the Board. Moreover, in the event the Plan does not include a
provision required by Rule 16b-3 to be stated therein in order to qualify the
Plan as a formula plan, such provision (other than one relating to eligibility
requirements, or the price and amount of awards) shall be deemed automatically
to be incorporated by reference into the Plan.
<PAGE>
EXHIBIT 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 3, 1999 relating to the
financial statements and financial statement schedules, which appears in
Creative Computers, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
May 24, 1999
<PAGE>
EXHIBIT 23.3
CONSENT OF ERNST & YOUNG LLP
We consent to the incorporation by reference in this Registration
Statement (Form S-8) pertaining to Creative Computers, Inc. of our report dated
January 22, 1999, with respect to the financial statements and schedule of uBid,
Inc. incorporated by reference in the Annual Report (Form 10-K) of Creative
Computers, Inc. for the year ended December 31, 1998.
/s/ Ernst & Young LLP
Chicago, Illinois
May 26, 1999
