SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
----------------
FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1723345
(State of incorporation or organization) (I.R.S. employer
identification no.)
COMMERCE COURT, SUITE 700
FOUR STATION SQUARE
PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip code)
If this form relates to the If this form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with
Instruction A(c)(1) please check the effectiveness of a
the following box. / / concurrent registration
statement under the Securities
Act of 1933 pursuant to General
Instruction A(c)(2) please check
the following box. / /
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(B) OF THE ACT:
Title of each class Name of each exchange on
to be so registered which each class is to be registered
------------------- ------------------------------------
Common Stock, par value $.01 per share New York Stock Exchange
-------------------------------------- ------------------------------------
-------------------------------------- ------------------------------------
SECURITIES TO BE REGISTERED PURSUANT TO SECTION 12(G) OF THE ACT:
None
-------------------------------
(Title of class)
Page 1 of 3 pages
INFORMATION REQUIRED IN REGISTRATION STATEMENT
ITEM 2. DESCRIPTION OF SECURITIES TO BE REGISTERED
This Registration Statement on Form 8-A relates to the Common Stock, par
value $.01 per share ("Common Stock"), of WESCO International, Inc. (the
"Registrant"), including: (i) the shares of Common Stock which are issued and
outstanding; (ii) the shares of Common Stock which will be issued in connection
with an initial public offering made pursuant to an underwriting agreement (the
"U.S. Underwriting Agreement") among the Registrant and certain underwriters,
including Lehman Brothers Inc., Bear, Stearns & Co. Inc., Donaldson, Lufkin &
Jenrette Securities Corporation, Goldman, Sachs & Co., Robert W. Baird & Co.
Incorporated, and ING Baring Furman Selz LLC, (the "U.S. Underwriters") and
pursuant to an underwriting agreement (the "International Underwriting
Agreement") among the Registrant and certain underwriters, including Lehman
Brothers International (Europe), Bear, Stearns International Limited, DLJ
Securities International, Goldman Sachs International, Robert W. Baird & Co.
Incorporated and Baring Brothers Limited, as agent for ING Bank NV (the
"International Managers"); (iii) the shares of Common Stock which will be issued
upon the conversion of four convertible promissory notes which were issued by
WESCO in connection with certain acquisitions; (iv) the shares of Common Stock
which may be issued upon the conversion of the issued and outstanding shares of
the Registrant's Class B Common Stock; and (v) shares of Common Stock which are
reserved for issuance pursuant to the Registrant's 1994 Stock Option Plan ("1994
Plan"), 1998 Stock Option Plan ("1998 Plan"), Stock Option Plan for Branch
Employees ("Branch Plan") and Long Term Incentive Plan ("LTIP").
The information required by this Item regarding a description of the
Common Stock is incorporated by reference to the discussion under the caption
"Description of Capital Stock" in the Prospectus ("Prospectus") forming part of
the Registration Statement of the Registrant on Form S-1 (No. 333-73299), as
amended, as filed under the Securities Act of 1933 pursuant to Rule 424(b).
Information regarding the 1994 Plan, 1998 Plan, Branch Plan and LTIP is
incorporated by reference to the discussion under the captions "Management -
1998 Stock Option Plan," "Management - 1994 Stock Option Plan," "Management -
Stock Option Plan for Branch Employees" and "Management - Long-Term Incentive
Plan" in the Prospectus. Such Prospectus shall be deemed to be incorporated by
reference herein.
ITEM 2. EXHIBITS.
Pursuant to the "Instructions as to Exhibits" for this Registration
Statement on Form 8-A, no exhibits are filed or incorporated by reference
herein.
Page 2 of 3 pages
SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
WESCO INTERNATIONAL, INC.
By: /s/ Steven A. Burleson
--------------------------------------
Name: Steven A. Burleson
Title: Vice President, Chief Financial
Officer and Treasurer
Date: May 5, 1999
Page 3 of 3 pages