As filed with the Securities and Exchange Commission on August 07, 2009
Registration No. 333-
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER THE SECURITIES ACT OF 1933
PC Connection, Inc.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 02-0513618 | |
| (State or Other Jurisdiction of Incorporation or Organization) |
(I.R.S. Employer Identification No.) |
| Rt. 101A, 730 Milford Road Merrimack, New Hampshire |
03054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Amended and Restated 2007 Stock Incentive Plan
Amended and Restated 1997 Employee Stock Purchase Plan
(Full Title of the Plan)
Patricia Gallup
Chief Executive Officer
PC Connection, Inc.
730 Milford Road
Merrimack, New Hampshire 03054
(Name and Address of Agent For Service)
(603) 683-2000
(Telephone Number, Including Area Code, of Agent For Service)
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):
| ¨ Large accelerated filer | þ Accelerated filer | ¨ Non-accelerated filer (Do not check if a smaller reporting company) |
¨ Smaller reporting company |
CALCULATION OF REGISTRATION FEE
| Title of Securities to be Registered | Amount to be Registered(1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, $0.01 par value per share |
300,000 shares(2) | $5.32(3) | $1,596,000(3) | $90.00 | ||||
| (1) | In accordance with Rule 416 under the Securities Act of 1933, as amended, this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions. |
| (2) | Consists of (i) 200,000 shares issuable under the Amended and Restated 2007 Stock Incentive Plan and (ii) 100,000 shares issuable under the Amended and Restated 1997 Employee Stock Purchase Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on August 6, 2009. |
STATEMENT OF INCORPORATION BY REFERENCE
Except as otherwise set forth below, this registration statement on Form S-8 incorporates by reference the contents of the registration statement on Form S-8, File No. 333-144065, relating to the Registrant’s 2007 Stock Incentive Plan and the registration statements on Form S-8, File Nos. 333-130389, 333-106652, 333-91584 and 333-69981, relating to the Registrant’s 1997 Employee Stock Purchase Plan, as amended.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated by reference.
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 Merrimack, New Hampshire, on this 7th day of August, 2009.
PC Connection, Inc.
BY: /S/ PATRICIA GALLUP
Patricia Gallup
Chief Executive Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of PC Connection, Inc., hereby severally constitute and appoint Patricia Gallup and David Hall, and each of them singly, our true and lawful attorneys with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, the registration statement on Form S-8 filed herewith and any and all subsequent amendments to said registration statement, and generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable PC Connection, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.
| Signature |
Title |
Date | ||
| /S/ PATRICIA GALLUP Patricia Gallup |
Chairman and Chief Executive Officer (Principal executive officer) |
August 7, 2009 | ||
| /S/ JACK FERGUSON Jack Ferguson |
Treasurer and Chief Financial Officer (Principal financial and accounting officer) |
August 7, 2009 | ||
| /S/ JOSEPH BAUTE Joseph Baute |
Director |
August 7, 2009 | ||
| /S/ DAVID BEFFA-NEGRINI David Beffa-Negrini |
Director |
August 7, 2009 | ||
| /S/ BARBARA DUCKETT Barbara Duckett |
Director |
August 7, 2009 | ||
| /S/ DAVID HALL David Hall |
Director |
August 7, 2009 | ||
| /S/ DONALD WEATHERSON Donald Weatherson |
Director |
August 7, 2009 | ||
INDEX TO EXHIBITS
| Number |
Description | |
| 4.1(1) | Amended and Restated Certificate of Incorporation of the Registrant, as amended | |
| 4.2(2) | Amended and Restated By-Laws of the Registrant | |
| 5 | Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant | |
| 23.1 | Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5) | |
| 23.2 | Consent of Deloitte & Touche LLP | |
| 24 | Power of attorney (included on the signature pages of this registration statement) | |
| 99.1(3) | Amended and Restated 2007 Stock Incentive Plan | |
| 99.2(3) | Amended and Restated 1997 Employee Stock Purchase Plan | |
| (1) | Previously filed with the Securities and Exchange Commission as an Annex to the Registrant’s proxy statement pursuant to Section 14(a), filed on April 17, 2001. |
| (2) | Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s current report on Form 8-K, filed on January 9, 2008. |
| (3) | Previously filed with the Securities and Exchange Commission as an Annex to the Registrant’s proxy statement pursuant to Section 14(a), filed on April 30, 2009. |
Exhibit 5
WILMERHALE LETTERHEAD
August 7, 2009
PC Connection, Inc.
Rt. 101A, 730 Milford Road
Merrimack, New Hampshire 03054
| Re: | Amended and Restated 2007 Stock Incentive Plan |
Amended and Restated 1997 Employee Stock Purchase Plan
Ladies and Gentlemen:
We have assisted in the preparation of a Registration Statement on Form S-8 (the “Registration Statement”) to be filed with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to an aggregate of 300,000 shares of common stock, $0.01 par value per share (the “Shares”), of PC Connection, Inc., a Delaware corporation (the “Company”), issuable under the Company’s Amended and Restated 2007 Stock Incentive Plan and Amended and Restated 1997 Employee Stock Purchase Plan (collectively, the “Plans”).
We have examined the Certificate of Incorporation and By-Laws of the Company, each as amended and restated to date, and originals, or copies certified to our satisfaction, of all pertinent records of the meetings of the directors and stockholders of the Company, the Registration Statement and such other documents relating to the Company as we have deemed material for the purposes of this opinion.
In our examination of the foregoing documents, we have assumed the genuineness of all signatures, the authenticity of all documents submitted to us as originals, the conformity to original documents of all documents submitted to us as certified, photostatic or other copies, the authenticity of the originals of any such documents and the legal competence of all signatories to such documents.
We assume that the appropriate action will be taken, prior to the offer and sale of the Shares in accordance with the Plans, to register and qualify the Shares for sale under all applicable state securities or “blue sky” laws.
We express no opinion herein as to the laws of any state or jurisdiction other than the General Corporation Law of the State of Delaware and the federal laws of the United States of America.
PC Connection, Inc.
August 7, 2009
Page 2
It is understood that this opinion is to be used only in connection with the offer and sale of the Shares while the Registration Statement is in effect.
Please note that we are opining only as to the matters expressly set forth herein, and no opinion should be inferred as to any other matters.
Based on the foregoing, we are of the opinion that the Shares have been duly authorized for issuance and, when the Shares are issued and paid for in accordance with the terms and conditions of the Plans, the Shares will be validly issued, fully paid and nonassessable.
We hereby consent to the filing of this opinion with the Commission in connection with the Registration Statement in accordance with the requirements of Item 601(b)(5) of Regulation S-K under the Securities Act. In giving such consent, we do not hereby admit that we are in the category of persons whose consent is required under Section 7 of the Securities Act or the rules and regulations of the Commission.
Very truly yours,
WILMER CUTLER PICKERING HALE AND DORR LLP
By: /s/ Jay E. Bothwick
Jay E. Bothwick, Partner
Exhibit 23.2
CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
We consent to the incorporation by reference in this Registration Statement on Form S-8 of our reports dated March 16, 2009, relating to the financial statements and financial statement schedule of PC Connection, Inc. (which report expresses an unqualified opinion and includes an explanatory paragraph relating to the adoption of Financial Accounting Standards Interpretation No. 48, Accounting for Uncertainty in Income Taxes – an interpretation of FASB Statement No. 109, effective January 1, 2007), and the effectiveness of PC Connection, Inc.’s internal control over financial reporting, appearing in the Annual Report on Form 10-K of PC Connection, Inc. for the year ended December 31, 2008.
Deloitte & Touche LLP
Boston, Massachusetts
August 7, 2009