As filed with the Securities and Exchange Commission on December 30, 1998
Registration No. 333-________
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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 02-0497006
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
528 ROUTE 13, MILFORD, NEW HAMPSHIRE 03055
(Address of Principal Executive Offices) (Zip Code)
1997 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
PATRICIA GALLUP
CHAIRMAN OF THE BOARD AND
CHIEF EXECUTIVE OFFICER
PC CONNECTION, INC.
528 ROUTE 13
MILFORD, NEW HAMPSHIRE 03055
(Name and address of agent for service)
(603) 423-2000
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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PROPOSED
AMOUNT TO PROPOSED MAXIMUM MAXIMUM AMOUNT OF
TITLE OF SECURITIES BE OFFERING PRICE PER AGGREGATE OFFERING REGISTRATION
TO BE REGISTERED REGISTERED SHARE PRICE FEE
- ------------------------------------------------------------------------------------------------------
Common Stock,
$0.01 par value 225,000 $27.00(1) $6,075,000(1) $1,689
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(1) Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low prices of the Common Stock on
Nasdaq National Market on December 28, 1998 in accordance with Rules 457(c)
and 457(h) of the Securities Act of 1933.
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PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
The information required by Part I is included in documents sent or
given to participants in the Registrant's 1997 Employee Stock Purchase Plan
pursuant to Rule 428(b)(1) of the Securities Act of 1933, as amended (the
"Securities Act").
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
---------------------------------------
The following documents, which are filed with the Securities and
Exchange Commission (the "Commission"), are incorporated in this Registration
Statement by reference:
(1) The Registrant's latest annual report filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the
"Exchange Act"), or the latest prospectus filed pursuant to Rule 424(b)
under the Securities Act that contains audited financial statements for the
Registrant's latest fiscal year for which such statements have been filed.
(2) All other reports filed by the Registrant pursuant to Section
13(a) or 15(d) of the Exchange Act since the end of the fiscal year covered
by the annual report or the prospectus referred to in (1) above.
(3) The description of the common stock of the Registrant, $0.01 par
value per share (the "Common Stock"), contained in the Registrant's
registration statement on Form 8-A filed with the Commission under Section
12(g) of the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
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 which indicates that all shares of Common Stock offered
hereby have been sold or which deregisters all shares of Common Stock then
remaining unsold, shall be deemed to be incorporated by reference herein and to
be part hereof from the date of the filing of such documents.
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Item 4. Description of Securities
-------------------------
Not applicable.
Item 5. Interests of Named Experts and Counsel
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The legality of the Common Stock being offered hereby will be passed
upon for the Registrant by Hale and Dorr LLP, Boston, Massachusetts.
Item 6. Indemnification of Directors and Officers
-----------------------------------------
Section 145 of the Delaware General Corporation Law ("DGCL"), empowers
a Delaware corporation to indemnify any persons who are or are threatened to be
made, parties 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 such
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, partnership, joint venture, trust or
other enterprise. The indemnity may include expenses (including attorneys'
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by such person in connection with such action, suit or proceeding if
such person acted in good faith and in a manner such 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
his conduct was unlawful. A Delaware corporation may indemnify directors,
officers, employees or agents of the corporation, in an action by or in the
right of the corporation under the same conditions, except that no
indemnification is permitted without judicial approval if a director, officer,
employee or agent of the corporation is adjudged to be liable to the corporation
in the performance of such person's duty. Where a director, officer, employee
or agent of the corporation is successful on the merits or otherwise in the
defense of any action referred to above, the corporation must indemnify such
person against the expenses actually and reasonably incurred by such person.
The Registrant's Amended and Restated Certificate of Incorporation (the
"Certificate") provides that no director of the Registrant shall be personally
liable to the Registrant or its stockholders for monetary damages for any breach
of fiduciary duty as a director, except to the extent the DGCL prohibits such
indemnification. The Certificate also provides for indemnification of 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 (including an action by or in the right of the
Registrant), by reason of such person's position, or by reason of any action
alleged to have been taken or omitted in such person's capacity, if such person
acted in good faith and in a manner he or she reasonably believed to be in, or
not opposed to, the best interests of the Registrant. In addition,
2
the Registrant maintains insurance policies which provide coverage for its
officers and directors in certain situations where the Registrant cannot
directly indemnify such officers or directors.
Item 7. Exemption from Registration Claimed
-----------------------------------
Not applicable.
Item 8. Exhibits
--------
The following exhibits are filed as part of this Registration
Statement:
4.1 Amended and Restated Certificate of Incorporation of the
Registrant. Incorporated by reference to Exhibit 3.2 to the
Registrant's Registration Statement on Form S-1 (File No. 333-
41171).
4.2 By-Laws of the Registrant. Incorporated by reference to
Exhibit 3.4 to the Registrant's Registration Statement on Form
S-1 (File No. 333-41171).
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in the signature page of this
Registration Statement).
Item 9. Undertakings
------------
1. The Registrant hereby undertakes (a) to file, during any period in
which offers or sales are being made, a post-effective amendment to this
Registration Statement to include any material information with respect to the
plan of distribution not previously disclosed in this Registration Statement or
any material change to such information in this Registration Statement; (b)
that, for the purpose of determining any liability under the Securities Act,
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; (c) 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.
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2. The undersigned Registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Exchange
Act (and, where applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Exchange Act) 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.
3. Insofar as indemnification for liabilities arising under the
Securities Act 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 Commission such
indemnification is against public policy as expressed in the Securities 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 Securities 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 Milford, New Hampshire, on the 30 day of December,
1998.
PC CONNECTION, INC.
By /s/ Patricia Gallup
__________________________________
Patricia Gallup
Chairman of the Board and
Chief Executive Officer
POWER OF ATTORNEY
We, the undersigned officers and directors of PC Connection, Inc. hereby
severally constitute Patricia Gallup, Wayne L. Wilson and Paul P. Brountas, 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 behalf in our capacities as officers and directors
to enable PC Connection, Inc. to comply with all requirements of the Securities
and Exchange Commission, hereby ratifying and confirming our signatures as they
may be signed by said attorneys, or any of them, to said Registration Statement
and any and all amendments thereto.
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 date indicated.
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Signature Title Date
- ---------------------- ----------------------------- ------------------
/s/ Patricia Gallup Chairman of the Board and December 30, 1998
- ---------------------- Chief Executive Officer
Patricia Gallup (principal executive officer)
/s/ Mark Gavin Chief Financial Officer December 30, 1998
- ---------------------- (principal financial and
Mark Gavin accounting officer)
/s/ David Hall Vice Chairman of the Board December 30, 1998
- ----------------------
David Hall
/s/ David Beffa-Negrini Director December 30, 1998
- ----------------------
David Beffa-Negrini
/s/ Martin C. Murrer Director December 30, 1998
- ----------------------
Martin C. Murrer
/s/ Peter J. Baxter Director December 30, 1998
- ----------------------
Peter J. Baxter
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EXHIBIT INDEX
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Exhibit
Number Description
- ------- -----------
4.1 Amended and Restated Certificate of Incorporation of the Registrant.
Incorporated by reference to Exhibit 3.2 to the Registrant's
Registration Statement on Form S-1 (File No. 333-41171).
4.2 By-Laws of the Registrant. Incorporated by reference to Exhibit 3.4 to
the Registrant's Registration Statement on Form S-1 (File No. 333-
41171).
5.1 Opinion of Hale and Dorr LLP.
23.1 Consent of Hale and Dorr LLP (included in Exhibit 5.1).
23.2 Consent of Deloitte & Touche LLP.
24 Power of Attorney (included in the signature page of this Registration
Statement).
EXHIBIT 5.1
HALE AND DORR LLP
Counsellors At Law
60 State Street, Boston, Massachusetts 02109
617-526-6000 * FAX 617-526-5000
December 30, 1998
PC Connection, Inc.
528 Route 13
Milford, NH 03055
Re: 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 under the Securities Act of 1933, as amended (the "Securities Act"),
relating to an aggregate of 225,000 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 1997 Employee Stock Purchase Plan (the
"Plan").
We have examined the Amended and Restated Certificate of Incorporation of the
Company, and the By-Laws of the Company 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 copies, the authenticity of the originals of such latter 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 Plan, 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 Delaware General Corporation Law statute and the federal laws of
the United States of America.
Based upon and subject to 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 Plan, the Shares
will be validly issued, fully paid and nonassessable.
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.
We hereby consent to the filing of this opinion with the Commission as an
exhibit to 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,
/s/ Hale and Dorr LLP
HALE AND DORR LLP
EXHIBIT 23.2
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Registration Statement of
PC Connection, Inc. (the "Company") on Form S-8 of our report dated February 4,
1998 on the financial statements of the Company and our report dated February
27, 1998 on the financial statement schedule of the Company for the year ended
December 31, 1997, appearing in Amendment No. 4 to Registration Statement No.
333-41171 on Form S-1 of the Company.
/s/ Deloitte & Touche LLP
Boston, Massachusetts
December 30, 1998
