Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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WESCO INTERNATIONAL, INC.
(Exact name of registrant as specified in its charter)
DELAWARE 25-1723345
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
COMMERCE COURT, SUITE 700
FOUR STATION SQUARE
PITTSBURGH, PENNSYLVANIA 15219
(Address of principal executive offices) (Zip Code)
CDW HOLDING CORPORATION STOCK OPTION PLAN
(Full title of the plan)
STEVEN A. BURLESON
VICE PRESIDENT, CHIEF FINANCIAL OFFICER AND TREASURER
WESCO INTERNATIONAL, INC.
COMMERCE COURT, SUITE 700
FOUR STATION SQUARE
PITTSBURGH, PENNSYLVANIA 15219
(Name and address of agent for service)
(412) 454-2200
(Telephone number, including area code, of agent for service)
CALCULATION OF REGISTRATION FEE
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TITLE OF PROPOSED PROPOSED AMOUNT OF
SECURITIES AMOUNT TO BE MAXIMUM MAXIMUM REGISTRATION
TO BE REGISTERED REGISTERED OFFERING PRICE AGGREGATE FEE
PER SHARE(1) OFFERING PRICE
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Common Stock, par 3,662,324 $1.73 $6,335,821 $2,453
value $0.01 per share 706,143 $1.98 $1,398,164
215,594 $3.38 $728,708
82,654 $4.34 $358,719
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(1) Based upon the exercise price of the options in respect of which the
shares may be issued, in accordance with Rule 457(h).
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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") pursuant to the Securities Act of
1933, as amended (the "Securities Act"), are incorporated by reference into
this Registration Statement: (i) the prospectus filed with the Commission as
part of the Registration Statement on Form S-1 (File No. 333-73299), filed
on March 3, 1999, as amended; and (ii) the description of the Registrant's
Common Stock contained in the Registrant's Registration Statement on Form
8-A12B, as the same may be amended.
All documents subsequently filed by the Registrant with the Commission
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act after
the date of this Registration Statement, but prior to the filing of a
post-effective amendment to this Registration Statement which indicates that
all securities offered by this Registration Statement have been sold or
which deregisters all such securities then remaining unsold, shall be deemed
to be incorporated by reference into this Registration Statement. Each
document incorporated by reference into this Registration Statement shall be
deemed to be a part of this Registration Statement from the date of filing
of such document with the Commission until the information contained therein
is superseded or updated by any subsequently filed document which is
incorporated by reference into this Registration Statement or by any
document which constitutes part of the prospectus relating to the CDW
Holding Corporation Stock Option Plan meeting the requirements of Section
10(a) of the Securities Act.
ITEM 4. DESCRIPTION OF SECURITIES.
The class of securities to be offered under this Registration Statement is
registered under Section 12 of the Exchange Act.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
None.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under Section 145 of the Delaware General Corporation Law (the "DGCL"), a
corporation has the power to indemnify directors and officers under certain
prescribed circumstances and subject to certain limitations against certain
costs and expenses, including attorneys' fees actually and reasonably
incurred in connection with any action, suit or proceeding, whether civil,
criminal, administrative or investigative, to which any of them is a party
by reason of his being a director or officer of the corporation if it is
determined that he acted in accordance with the applicable standard of
conduct set forth in such statutory provision. Article VI of the
Registrant's By-Laws provides that the Registrant will indemnify 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 by reason of the fact that
he is or was serving at the request of the Registrant as a director,
officer, employee or agent of another entity, against certain liabilities,
costs and expenses. Article VI further permits the Registrant to maintain
insurance on behalf of any person who is or was a director, officer,
employee or agent of the Registrant, or is or was serving at the request of
the Registrant as a director, officer, employee or agent of another entity
against any liability asserted against such person and incurred by such
person in any such capacity or arising out of his status as such, whether or
not the Registrant would have the power to indemnify such person against
such liability under the DGCL. The Registrant maintains directors' and
officers' liability insurance.
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Section 102(b)(7) of the DGCL permits a corporation, in its certificate of
incorporation, to limit or eliminate, subject to certain statutory
limitations, the liability of directors to the corporation or its
stockholders for monetary damages for breaches of fiduciary duty except for
liability (a) for any breach of the director's duty of loyalty to the
corporation or its stockholders, (b) for acts or omissions not in good faith
or which involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the DGCL, or (d) for any transaction from which the
director derived an improper personal benefit. Article SIXTH of the
Registrant's Certificate of Incorporation contains the following provision
regarding limitation of liability of the Registrant's directors and
officers:
"(e) No director of the Corporation shall be liable to the
Corporation or its stockholders for monetary damages for breach of
his or her fiduciary duty as a director, provided that nothing
contained in this [Third Restated Certificate of Incorporation]
shall eliminate or limit the liability of a director (a) for any
breach of the director's duty of loyalty to the Corporation or its
stockholders, (b) for acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law, (c)
under Section 174 of the DGCL, or (d) for any transaction from which
the director derived an improper personal benefit."
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
None.
ITEM 8. EXHIBITS.
The following exhibits are filed herewith or incorporated by reference as
part of this Registration Statement:
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Form S-1 filed on March 3, 1999 (File No.
333-73299)).
4.2 Amended and Restated By-Laws of the Registrant (incorporated
by reference to Exhibit 3.2 to the Registrant's Form S-1 filed
on March 3, 1999 (File No. 333-73299)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality
of the shares being registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Anchin, Block & Anchin LLP.
23.3 Consent of Kirkpatrick & Lockhart LLP (included in the Opinion
filed as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers of sales are being
made, a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the
most recent post-effective amendment thereof) which, individually
or in the aggregate, represent a fundamental change in the
information set forth in the Registration Statement;
(iii) To include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
(2) 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.
(3) 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.
(b) 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 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.
* * *
(h) 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, 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 Pittsburgh, Commonwealth of Pennsylvania, on this
24th day of June, 1999.
WESCO INTERNATIONAL, INC.
By:/s/ Roy W. Haley
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Roy W. Haley
Chairman, President and Chief Executive Officer
We, the undersigned directors and officers of WESCO International, Inc., do
hereby constitute and appoint Roy W. Haley and Steven A. Burleson, or either of
them, our true and lawful attorneys and agents, to do any and all acts and
things in our name and on our behalf in our capacities as directors and officers
and to execute any and all instruments for us and in our names in the capacities
indicated below, which said attorneys and agents, or either of them, may deem
necessary or advisable to enable said corporation to comply with the Securities
Act and any rules, regulations and requirements of the Commission, in connection
with this Registration Statement, including specifically, but without
limitation, power and authority to sign for us or any of us in our names in the
capacities indicated below, any and all amendments (including post-effective
amendments) hereto and we do hereby ratify and confirm all that said attorneys
and agents, or either of them, shall do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement and the foregoing Power of Attorney have been signed by the following
persons in the capacities and on the date(s) indicated:
SIGNATURE CAPACITY DATE
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/s/ Roy W. Haley Chairman, President and Chief June 24, 1999
- ------------------------ Executive Officer (Principal
Roy W. Haley Executive Officer)
/s/ Steven A. Burleson Vice President, Chief Financial June 18, 1999
- ------------------------ Officer and Treasurer (Principal
Steven A. Burleson Financial Officer)
/s/ David J. Russo Corporate Controller (Principal June 22, 1999
- ------------------------ Accounting Officer)
David J. Russo
/s/ James L. Singleton Director June 21, 1999
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James L. Singleton
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SIGNATURE CAPACITY DATE
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/s/ James A. Stern Director June 21, 1999
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James A. Stern
/s/ Anthony D. Tutrone Director June 21, 1999
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Anthony D. Tutrone
/s/ Michael J. Cheshire Director June 21, 1999
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Michael J. Cheshire
/s/ Robert J. Tarr, Jr. Director June 18, 1999
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Robert J. Tarr, Jr.
/s/ Kenneth L. Way Director June 18, 1999
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Kenneth L. Way
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EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
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4.1 Amended and Restated Certificate of Incorporation of the
Registrant (incorporated by reference to Exhibit 3.1 to the
Registrant's Form S-1 filed on March 3, 1999 (File No.
333-73299)).
4.2 Amended and Restated By-Laws of the Registrant (incorporated by
reference to Exhibit 3.2 to the Registrant's Form S-1 filed on
March 3, 1999 (File No.
333-73299)).
5.1 Opinion of Kirkpatrick & Lockhart LLP regarding the legality of
the shares being registered hereunder.
23.1 Consent of PricewaterhouseCoopers LLP.
23.2 Consent of Anchin, Block & Anchin LLP.
23.3 Consent of Kirkpatrick & Lockhart (included in the Opinion filed
as Exhibit 5.1).
24.1 Power of Attorney (set forth on the signature page of this
Registration Statement).
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Exhibit 5.1
June 21, 1999
WESCO International, Inc.
Commerce Court
Suite 700
Four Station Square
Pittsburgh, PA 15219
Ladies and Gentlemen:
We are counsel to WESCO International, Inc. (the "Company") and we have
acted as counsel for the Company in connection with the preparation of the
Registration Statement on Form S-8 to be filed by the Company with the
Securities and Exchange Commission for the registration under the Securities Act
of 1933, as amended, of 4,666,715 shares of the Company's common stock, par
value $0.01 per share (the "Shares"), which are to be issued from time to time
to certain employees of the Company and its affiliates in connection with the
CDW Holding Corporation Stock Option Plan (the "Plan").
We have examined the originals, certified copies or copies otherwise
identified to our satisfaction as being true copies of the Plan and such other
documents as we have deemed necessary or appropriate for purposes of this
opinion.
Based on the foregoing, we am of the opinion that the Shares have been
duly and validly authorized and reserved for issuance, and that the Shares, when
issued under the terms of the Plan, will be legally and validly issued, fully
paid and nonassessable.
We hereby consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement.
Very truly yours,
/s/ Kirkpatrick & Lockhart LLP
Exhibit 23.1
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 12, 1999, except for note 22,
as to which the date is April 26, 1999, relating to the financial statements and
financial statement schedule which appear in Form S-1 of WESCO International,
Inc. for the year ended December 31, 1998.
/s/ PricewaterhouseCoopers LLP
600 Grant Street
Pittsburgh, Pennsylvania
June 24, 1999
Exhibit 23.2
CONSENT OF INDEPENDENT ACCOUNTANTS
We consent to the incorporation by reference in this Registration Statement on
Form S-8 of our report dated February 23, 1998, relating to the financial
statements which appear in Form S-1 of Bruckner Supply Company, Inc. for the
year ended December 31, 1997.
/s/ Anchin, Block & Anchin LLP
New York, New York
June 25, 1999