As filed with the Securities and Exchange Commission on March 1, 2011

Registration No. 333-81845     

 

 

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

 

FORM S-8

POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933

 

WESCO International, Inc.

(Exact name of registrant as specified in its charter)

Delaware		25-1723345
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)

225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)

CDW Holding Corporation Stock Option Plan
(Full title of the plan)

Richard P. Heyse
Vice President and Chief Financial Officer
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)

(412) 454-2200
(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):

 

 

DEREGISTRATION

     This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 (File No. 333-81845) (the “CDW Plan Registration Statement”) is filed for the purpose of acknowledging and advising that the Registrant has frozen the Registrant’s CDW Holding Corporation Stock Option Plan (the “CDW Plan”) and no new grants may be made under the CDW Plan. As of the date hereof, there are no outstanding grants under the CDW Plan. The Registrant’s 1999 Long-Term Incentive Plan (the “LTIP”) provides that shares that would otherwise become available for issuance under the CDW Plan as a result of forfeiture or cancellation of outstanding grants under the CDW Plan are carried over to and become available for grant under the LTIP. Of the 4,666,715 shares of Common Stock originally registered under the CDW Plan Registration Statement, 2,920,890 shares (the “Carryover Shares”) are hereby carried over to and available for grant under the LTIP. Contemporaneous with the filing of this Post-Effective Amendment No.1 to the CDW Plan Registration Statement, the Registrant is filing a Registration Statement with respect to the LTIP registering the Carryover Shares for issuance under the LTIP. Accordingly, as of the date hereof, the Registrant hereby deregisters the Carryover Shares from the CDW Plan Registration Statement and such Shares will no longer be available for issuance thereunder.

SIGNATURES

     Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Post-Effective Amendment No. 1 to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of Pennsylvania, on this 28th day of February, 2011.

     Pursuant to the requirements of the Securities Act of 1933, as amended, this Post-Effective Amendment No. 1 to the Registration Statement has been signed by the following persons in the capacities and on the date(s) indicated:

Signature		Capacity		Date
*   Roy W. Haley		Executive Chairman		February 28, 2011
*   John J. Engel		Director and President and Chief Executive Officer (Principal Executive Officer)		February 28, 2011
*   Richard P. Heyse		Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February 28, 2011
*   Sandra Beach Lin		Director		February 28, 2011
*   George L. Miles, Jr.		Director		February 28, 2011
*   John K. Morgan		Director		February 28, 2011
*   Steven A. Raymund		Director		February 28, 2011
*   James L. Singleton		Director		February 28, 2011

Signature		Capacity		Date
*   Robert J. Tarr, Jr.		Director		February 28, 2011
*   Lynn M. Utter		Director		February 28, 2011
* Stephen A. Van Oss		Director and Senior Vice President and Chief Operating Officer		February 28, 2011
* * William J. Vareschi		Director		February 28, 2011

EXHIBIT INDEX

Exhibit No.		Description
24.1		Power of Attorney (filed herewith).

Exhibit 24.1

WESCO INTERNATIONAL, INC.

LIMITED POWER OF ATTORNEY

FOR CARRYOVER AND REGISTRATION OF SHARES UNDER WESCO INTERNATIONAL, INC. LONG-TERM INCENTIVE PLAN AS APPROVED BY RESOLUTION OF THE BOARD OF DIRECTORS ON FEBRUARY 16, 2011.

We, the undersigned officers and directors of WESCO International, Inc., hereby severally constitute and appoint Richard P. Heyse and Timothy A. Hibbard, and each of them singly, our true and lawful attorneys-in-fact and agents with full power to them, and each of them singly, to sign for us and in our names in the capacities indicated below, (i) the Registration Statement on Form S-8 relating to registration of 2,920,890 shares of the Company’s common stock under the WESCO International, Inc. 1999 Long-Term Incentive Plan, which are being carried over from the CDW Holding Corporation Stock Option Plan (the “Carryover Shares”), to be filed with the Securities and Exchange Commission and any and all subsequent amendments to said Registration Statement, (ii) the Supplemental Listing Application to be filed with the New York Stock Exchange with respect to such Carryover Shares; and (iii) generally to do all such things in our names and on our behalf in our capacities as officers and directors to enable WESCO International, Inc., to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission and New York Stock Exchange, hereby ratifying and confirming our signatures as they may be signed by our said attorneys-in-fact, or any of them, to said registration statement and any and all amendments thereto.

Signature		Title		Date
/s/ Roy W. Haley   Roy W. Haley		Executive Chairman		February 16, 2011
/s/ Richard P. Heyse   Richard P. Heyse		Vice President and Chief Financial Officer (Principal Financial Officer and Principal Accounting Officer)		February 16, 2011
/s/ Sandra Beach Lin   Sandra Beach Lin		Director		February 16, 2011

Signature		Title		Date
/s/ John J. Engel   John J. Engel		President and Chief Executive Officer and Director (Principal Executive Officer)		February 16, 2011
/s/ George L. Miles   George L. Miles		Director		February 16, 2011
/s/ John K. Morgan   John K. Morgan		Director		February 16, 2011
/s/ Steven A Raymund   Steven A Raymund		Director		February 16, 2011
/s/ James L. Singleton   James L. Singleton		Director		February 16, 2011
/s/ Robert J, Tarr, Jr.   Robert J, Tarr, Jr.		Director		February 16, 2011
/s/ Lynn M. Utter   Lynn M. Utter		Director		February 16, 2011
/s/ Stephen Van Oss   Stephen Van Oss		Senior Vice President and Chief Operating Officer and Director		February 16, 2011
/s/ William J. Vareschi   William J. Vareschi		Director		February 16, 2011