<PAGE>
As filed with the Securities and Exchange Commission on April 22, 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)
1994 STOCK INCENTIVE 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 1,250,000 shares $28.47 $35,587,500 $9,894
================================================================================================
</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 April 19, 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 1994 Stock
Incentive 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 1994 Stock Incentive 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
April 21, 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 April 21, 1999
- -----------------------
Frank F. Khulusi Directors, President, and
Chief Executive Officer
(Principal Executive Officer)
/s/ SAM U. KHULUSI Director April 21, 1999
- -----------------------
Sam U. Khulusi
<PAGE>
/s/ TED SANDERS Chief Financial Officer April 21, 1999
- -----------------------
Ted Sanders (Principal Financial and
Accounting Officer)
/s/ THOMAS O. MALOOF Director April 21, 1999
- -----------------------
Thomas O. Maloof
Director April __, 1999
- -----------------------
Ronald B. Reck
<PAGE>
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
- ------ -----------
5.1 Opinion of Morrison & Foerster LLP
10.1 1994 Stock Incentive 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]
April 19, 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 1,250,000 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 1994 Stock Incentive 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.
1994 STOCK INCENTIVE PLAN
-------------------------
(as amended)
1. Establishment, Purpose, and Definitions.
---------------------------------------
(a) Creative Computers, Inc. (the "Company") hereby adopts its 1994
Stock Incentive Plan (the "Plan").
(b) The purpose of the Plan is to provide incentives to eligible
individuals (as defined in Section 4 below) for increased efforts and successful
achievements on behalf of or in the interests of the Company and its Affiliates
and to maximize the rewards due them for those efforts and achievements. The
Plan provides employees (including officers and directors who are employees) of
the Company and of its Affiliates an opportunity to purchase shares of common
stock of the Company ("Stock") pursuant to options which may qualify as
incentive stock options (referred to as "incentive stock options") under Section
422 of the Internal Revenue Code of 1986, as amended (the "Code"), and
employees, officers, independent contractors and consultants of the Company and
of its Affiliates an opportunity to purchase shares of Stock pursuant to options
which are not described in Sections 422 or 423 of the Code (referred to as
"nonqualified stock options"). The Plan also provides for the sale or bonus of
Stock to eligible individuals in connection with the performance of services for
the Company or its Affiliates. Finally, the Plan authorizes the grant of stock
appreciation rights ("SARs"), either separately or in tandem with stock options,
entitling holders to cash compensation measured by appreciation in the value of
the Stock.
(c) The term "Affiliate" as used in the Plan means 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 which become such after adoption of the Plan.
2. Administration of the Plan.
--------------------------
(a) The Plan shall be administered by the Board of Directors of the
Company (the "Board"). The Board may delegate the responsibility for
administering the Plan to a committee, under such terms and conditions as the
Board shall determine (the "Committee"). The Committee shall consist of two or
more members of the Board or such lesser number of members of the Board as
permitted by Rule 16b-3 (or any successor thereto) promulgated under the
Securities Exchange Act of 1934, as amended ("Rule 16b-3"). None of the members
of the Committee shall receive, while serving on the Committee, or during the
one-year period preceding appointment to the Committee, a grant or award of
equity securities under (i) the Plan or (ii) any other plan of the Company or
its Affiliates under which the participants are entitled to acquire Stock
(including restricted stock), stock options, stock bonuses, related rights or
stock appreciation rights of the Company or any of its Affiliates, other than
pursuant to transactions in any such other plan which do not disqualify a
director from being a disinterested
1
<PAGE>
person under Rule 16b-3. Members of the Committee shall serve at the pleasure of
the Board. The Committee shall select one of its members as chair of the
Committee and shall hold meetings at such times and places as it may determine.
A majority of the Committee shall constitute a quorum, and acts of the Committee
at which a quorum is present, or acts reduced to or approved in writing by all
the members of the Committee, shall be the valid acts of the Committee. If the
Board does not delegate administration of the Plan to the Committee, then each
reference in this Plan to the "Committee" shall be construed to refer to the
Board.
(b) The Committee shall determine which eligible individuals (as
defined in Section 4 below) shall be granted options under the Plan, the timing
of such grants, the terms thereof (including any restrictions on the Stock), and
the number of shares subject to such options.
(c) The Committee shall also determine which eligible individuals (as
defined in Section 4 below) shall be granted or issued SARs or Stock (other than
pursuant to the exercise of options) under the Plan, the timing of such grants
or issuances, the terms thereof (including any restrictions and the
consideration, if any, to be paid therefor) and the number of shares or SARs to
be granted.
(d) The Committee may amend the terms of any outstanding option or SAR
granted under this Plan, but any amendment which would adversely affect the
holder's rights under an outstanding option or SAR shall not be made without the
holder's written consent. The Committee may, with the holder's written consent,
cancel any outstanding option or SAR or accept any outstanding option or SAR in
exchange for a new option or SAR. The Committee also may amend any stock
purchase agreement or stock bonus agreement relating to sales or bonuses of
Stock under the Plan, but any amendment which would adversely affect the
individual's rights to the Stock shall not be made without his or her written
consent.
(e) The Committee shall have the sole authority, in its absolute
discretion to adopt, amend and rescind such rules and regulations as, in its
opinion, may be advisable in the administration of the Plan, to construe and
interpret the Plan, the rules and the regulations, and the instruments
evidencing options, SARs or Stock granted or issued under the Plan and to make
all other determinations deemed necessary or advisable for the administration of
the Plan. All decisions, determinations and interpretations of the Committee
shall be binding on all participants.
3. Stock Subject to the Plan.
-------------------------
(a) The maximum aggregate number of shares of Stock available for
issuance under the Plan and during the life of the Plan shall equal 1,950,000
(subject to adjustment for any stock splits or reverse stock splits).
(b) If an option is surrendered or for any other reason ceases to be
exercisable in whole or in part, the shares of Stock which were subject to such
option but as to
2
<PAGE>
which the option had not been exercised shall continue to be available under the
Plan. Any shares of Stock forfeited to the Company pursuant to the terms of
agreements evidencing sales or bonuses of Stock under the Plan shall continue to
be available under the Plan.
(c) If there is any change in the Stock through merger, consolidation,
reorganization, recapitalization, reincorporation, stock split, stock dividend
(in excess of 2%), or other change in the corporate structure of the Company,
appropriate adjustments shall be made by the Committee, in order to preserve but
not to increase the benefits to the outstanding options, SARs and stock purchase
or stock bonus awards under the Plan, including adjustments to the aggregate
number and kind of shares subject to the Plan, or to outstanding stock purchase
or stock bonus agreements, or SAR agreements, and the number and kind of shares
and the price per share subject to outstanding options.
4. Eligible Individuals. Individuals who shall be eligible to have
--------------------
granted to them options, SARs or Stock under the Plan shall be such employees,
officers, independent contractors and consultants of the Company or an Affiliate
as the Committee, in its discretion, shall designate from time to time.
Notwithstanding the foregoing, only employees of the Company or an Affiliate
(including officers and directors who are bona fide employees) shall be eligible
to receive incentive stock options.
5. The Option Price. The exercise price of the each incentive stock
----------------
option shall be not less than the per share fair market value of the Stock
subject to such option on the date the option is granted. The exercise price of
each nonqualified stock option shall be as determined by the Committee.
Notwithstanding the foregoing, in the case of an incentive stock option granted
to a person possessing more than 10 percent of the combined voting power of the
Company or an Affiliate, the exercise price shall be not less than 110 percent
of the fair market value of the Stock on the date the option is granted. The
exercise price of an option shall be subject to adjustment to the extent
provided in Section 3(c) above.
6. Terms and Conditions of Options.
-------------------------------
(a) Each option granted pursuant to the Plan will be evidenced by a
written stock option agreement executed by the Company and the person to whom
such option is granted.
(b) The Committee shall determine the term of each option granted under
the Plan; provided, however, that the term of an incentive stock option shall
not be for more than ten years and that, in the case of an incentive stock
option granted to a person possessing more than 10 percent of the combined
voting power of the Company or an Affiliate, the term of each incentive stock
option shall be no more than five years.
(c) In the case of incentive stock options, the aggregate fair market
value (determined as of the time such option is granted) of the Stock with
respect to which incentive stock options are exercisable for the first time by
an eligible employee in any calendar
3
<PAGE>
year (under this Plan and any other plans of the Company or its Affiliates)
shall not exceed $100,000.
(d) The stock option agreement may contain such other terms, provisions
and conditions consistent with this Plan as may be determined by the Committee.
If an option, or any part thereof is intended to qualify as an incentive stock
option, the stock option agreement shall contain those terms and conditions
which are necessary to so qualify it.
7. Terms and Conditions of Stock Purchases and Bonuses
---------------------------------------------------
(a) Each sale or bonus grant of Stock pursuant to the Plan will be
evidenced by a written stock purchase or stock bonus agreement, as applicable,
executed by the Company and the person to whom such stock is sold or granted.
(b) The stock purchase agreement or stock bonus agreement may contain
such other terms, provisions and conditions consistent with this Plan as may be
determined by the Committee, including not by way of limitation, restrictions on
transfer, forfeiture provisions, repurchase provisions and vesting provisions.
8. Terms and Conditions of SARs. The Committee may, under such terms and
----------------------------
conditions as it deems appropriate, authorize the issuance of SARs evidenced by
a written SAR agreement (which, in the case of tandem options, may be part of
the option agreement to which the SAR relates) executed by the Company and the
person to whom the SARs are granted. The SAR agreement shall specify the term
for the SARs covered thereby and contain such other terms, provisions and
conditions consistent with this Plan as may be determined by the Committee.
9. Use of Proceeds. Cash proceeds realized from the exercise of options
---------------
granted under the Plan or from other sales of Stock under the Plan shall
constitute general funds of the Company.
10. Amendment, Suspension, or Termination of the Plan.
-------------------------------------------------
(a) The Board may at any time amend, suspend or terminate the Plan as
it deems advisable; provided that such amendment, suspension or termination
complies with all applicable requirements of state and federal law, including
any applicable requirement that the Plan or an amendment to the Plan be approved
by the shareholders, and provided further that, except as provided in Section
3(c) above, the Board shall in no event amend the Plan in the following respects
without the consent of shareholders then sufficient to approve the Plan in the
first instance:
(i) To materially increase the benefits accruing to participants
under the Plan;
4
<PAGE>
(ii) To materially increase the number of shares of Stock available
under the Plan; or
(iii) To materially modify the eligibility requirements for
participation in the Plan.
(b) No option or SAR may be granted nor may any Stock be issued (other
than upon exercise of outstanding options) under the Plan during any suspension
or after the termination of the Plan, and no amendment, suspension or
termination of the Plan shall, without the affected individual's consent, alter
or impair any rights or obligations under any option or SAR previously granted
under the Plan. The Plan shall terminate with respect to the grant of incentive
options on the tenth anniversary of the date of adoption of the Plan, unless
previously terminated by the Board pursuant to this Section 10.
11. Assignability. To the extent required by Rule 16b-3, no option or SAR
-------------
granted pursuant to this Plan shall be transferable by the holder except by
operation of law or by will or the laws of descent and distribution; provided
that, if Rule 16b-3 is amended after the date of the Board's adoption of the
Plan to permit broader transferability of options or SARs under that Rule, (i)
an option or SAR shall be transferable to the extent provided in the option
agreement or SAR agreement covering the option or SAR, and (ii) outstanding
options and SARs may, in the Committee's discretion, be amended to provide for
broader transferability of those options and SARs as the Committee may authorize
within the limitations of Rule 16b-3. Stock subject to a stock purchase
agreement or a stock bonus agreement shall be transferable only as provided in
such agreement. Notwithstanding the foregoing, if required by the Code, each
incentive stock option under the Plan shall be transferable by the optionee only
by will or the laws of descent and distribution, and, during the optionee's
lifetime, be exercisable only by the optionee.
12. Payment Upon Exercise of Options.
--------------------------------
(a) Payment of the purchase price upon exercise of any option granted
under this Plan shall be made in cash, a certified check, bank draft, or postal
or express money order payable to the order of the Company in lawful money of
the United States; provided, however, that the Committee, in its sole
discretion, may permit an optionee to pay the option price in whole or in part
(i) with shares of Stock owned by the optionee or with shares of Stock withheld
from the shares otherwise deliverable to the optionee upon exercise of an
option; (ii) by delivery on a form prescribed by the Committee of an irrevocable
direction to a securities broker approved by the Committee to sell shares of
Stock and deliver all or a portion of the proceeds to the Company in payment for
the Stock; (iii) by delivery of the optionee's promissory note with such
recourse, interest, security and redemption provisions as the Committee in its
discretion determines appropriate; or (iv) in any combination of the foregoing.
Any Stock used to exercise options shall be valued at its fair market value on
the date of the exercise of the option.
(b) In the event that the exercise price is satisfied by shares
withheld from the shares of Stock otherwise deliverable to the optionee, the
Committee may issue the
5
<PAGE>
optionee an additional option, with terms identical to the option agreement
under which the option was exercised, entitling the optionee to purchase
additional shares of Stock equal to the number of shares so withheld but at an
exercise price equal to the fair market value of the Stock on the grant date of
the new option.
13. Withholding Taxes.
-----------------
(a) No Stock shall be granted or sold under the Plan to any individual,
and no SAR may be exercised, until the individual has made arrangements
acceptable to the Committee for the satisfaction of federal, state and local
income and employment tax withholding obligations, including without limitation
obligations incident to the receipt of Stock under the Plan, the lapsing of
restrictions applicable to such Stock, the failure to satisfy the conditions for
treatment as incentive stock options under applicable tax law or the receipt of
cash payments. Upon the exercise of a stock option or the lapsing of a
restriction on Stock issued under the Plan, the Company (or the optionee's or
shareholder's employer) may withhold from the shares otherwise deliverable to
the optionee upon such exercise, or require the shareholder to surrender shares
of Stock as to which the restriction has lapsed, such number of shares having a
fair market value sufficient to satisfy federal, state and local income and
employment tax withholding obligations.
(b) In the event that such tax withholding is satisfied by the Company
or the optionee's employer withholding shares of Stock otherwise deliverable to
the optionee, the Committee may issue the optionee an additional option, with
terms identical to the option agreement under which the option was exercised,
entitling the optionee to purchase additional shares of Stock equal to the
number of shares so withheld but at an exercise price equal to the fair market
value of the Stock on the grant date of the new option.
14. Restrictions on Transfer of Shares. The Committee may require that
----------------------------------
the Stock acquired pursuant to the Plan be subject to such restrictions and
agreements regarding sale, assignment, encumbrances or other transfer as are in
effect among the shareholders of the Company at the time such Stock is acquired,
as well as to such other restrictions as the Committee shall deem appropriate.
15. Change in Control.
-----------------
(a) For purposes of this Section 15, a "Change in Control" shall be
deemed to occur upon:
(i) 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 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 Securities
Exchange Act of 1934, as amended) of securities possessing more
6
<PAGE>
than fifty percent (50%) of the total combined voting power of the Company's
outstanding Stock;
(ii) a 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 cease,
by reason of one or more contested elections for Board membership or by one or
more actions by written consent of shareholders, 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;
(iii) approval by the Company's shareholders of 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;
(iv) approval by the Company's shareholders of (x) 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) or (y)
the complete liquidation or dissolution of the Company; or
(v) approval by the Company's shareholders of any reverse merger in
which the Company survives as an 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.
(b) In its discretion, the Committee may provide in any stock option,
SAR, Stock bonus or Stock purchase agreement (or in an amendment thereto)
evidencing an option, SAR, Stock bonus or Stock purchase hereunder that, in the
event of any Change in Control, any outstanding options or SARs covered by such
an agreement shall be fully vested, nonforfeitable and become exercisable, and
that any restricted Stock covered by such an agreement shall be released from
restrictions on transfer and repurchase or forfeiture rights, as of the date of
the Change in Control.
If the Committee determines to incorporate a Change in Control
provision in any option or SAR agreement hereunder, the agreement shall provide
that, (a) in the event of a Change in Control described in clauses (i), (ii) and
(v) above, the Option or SAR shall remain exercisable for the remaining term of
the option or SAR and (b) in the event of a Change in Control described in
clauses (iii) or (iv), the option or SAR shall terminate as of the effective
date of the merger, disposition of assets, liquidation or dissolution described
therein. In no event shall any option or SAR under the Plan be exercised after
the expiration of the term provided for in the related stock option or SAR
agreement pursuant to Section 6(b) or Section 8.
7
<PAGE>
16. Shareholder Approval. The Plan shall become effective upon its
--------------------
approval by the holders of a majority of the Company's shares voting (in person
or by proxy) at a shareholders' meeting held within 12 months of the Board's
adoption of the Plan.
17. Rule 16b-3 Compliance. With respect to persons subject to Section 16
---------------------
of the Securities Exchange Act of 1934, transactions under the Plan are intended
to comply with all applicable conditions of Rule 16b-3. To the extent any
provision of the Plan or action by the Committee fails to so comply, it shall be
deemed null and void, to the extent permitted by law and deemed advisable by the
Committee. Moreover, in the event the Plan does not include a provision required
by Rule 16b-3 to be stated therein, 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 insofar as persons
subject to Section 16 are concerned.
8
<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 appearing on page F-2
of Creative Computers, Inc.'s Annual Report on Form 10-K for the year
ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
Los Angeles, California
April 21, 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
April 22, 1999
