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)
WESCO DISTRIBUTION, INC. RETIREMENT SAVINGS 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(2) OFFERING PRICE
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Common Stock, par 2,000,000(1) $7.19(2) $14,380,000 $3,997.64
value $0.01 per share
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(1) In addition, pursuant to Rule 416(c) under the Securities Act of 1933,
as amended, this Registration Statement also covers an indeterminate number of
interests to be offered or sold pursuant to the WESCO Distribution, Inc.
Retirement Savings Plan.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h). The fee is calculated on the basis of the average of
the high and low prices for the Registrant's Common Stock reported on the New
York Stock Exchange on November 11, 1999.
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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 WESCO Distribution, Inc. Retirement Savings Plan (the
"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).
The undersigned Registrant hereby undertakes to submit the Plan and any
amendment thereto to the Internal Revenue Service ("IRS") in a timely manner and
has made or will make all changes required by the IRS in order to qualify the
Plan.
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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
27th day of October, 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 October 27, 1999
- ------------------------- Executive Officer (Principal
Roy W. Haley Officer)
/s/ Steven A. Burleson Vice President, Chief October 27, 1999
- ------------------------- Financial Officer and
Steven A. Burleson Treasurer (Principal Financial
Officer and Principal Accounting
Officer)
/s/ James L. Singleton Director October 27, 1999
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James L. Singleton
/s/ James A. Stern Director October 27, 1999
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James A. Stern
/s/ Anthony D. Turtone Director October 27, 1999
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Anthony D. Tutrone
/s/ Michael J. Cheshire Director October 27, 1999
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Michael J. Cheshire
/s/ Robert J. Tarr, Jr. Director October 27, 1999
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Robert J. Tarr, Jr.
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SIGNATURE CAPACITY DATE
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/s/ Kenneth L. Way Director October 27, 1999
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Kenneth L. Way
Pursuant to the requirements of the Securities Act of 1933, the undersigned
Plan Administrator of the WESCO Distribution, Inc. Retirement Savings Plan 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 October 27, 1999.
WESCO DISTRIBUTION, INC. RETIREMENT
SAVINGS PLAN ADMINISTRATIVE COMMITTEE
By: /s/ Steven A. Burleson
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Steven A. Burleson, Chairman
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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 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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Exhibit 5.1
November 15, 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 2,000,000 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
WESCO Distribution, Inc. Retirement Savings 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 are 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, 1998, except for note 22,
as to which the date is April 26, 1999, relating to the financial statements and
financial statement schedule for the year ended December 31, 1998 which appear
in Form S-1 of WESCO International, Inc.
filed May 11, 1999.
/s/ PricewaterhouseCoopers LLP
600 Grant Street
Pittsburgh, Pennsylvania
November 9, 1999
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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 of Bruckner Supply Company, Inc. for the year ended December 31, 1997
which appear in Form S-1 of WESCO International, Inc. filed May 11, 1999.
/s/ Anchin, Block & Anchin LLP
New York, New York
November 9, 1999