S-8 1 d309724ds8.htm FORM S-8 Form S-8

As filed with the Securities and Exchange Commission on February 29, 2012

Registration No. 333-            

 

 

 

UNITED STATES

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   02-0513618

(State or Other Jurisdiction of

Incorporation or Organization)

 

(I.R.S. Employer

Identification No.)

730 Milford Road,

Merrimack, New Hampshire

  03054
(Address of Principal Executive Offices)   (Zip Code)

 

 

Amended and Restated 1997 Employee Stock Purchase Plan

(Full Title of the Plan)

 

 

Timothy McGrath

Chief Executive Officer

PC Connection, Inc.

730 Milford Road

Merrimack, New Hampshire 03054

(Name and Address of Agent For Service)

 

 

(603) 683-2000

(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):

 

Large accelerated filer   ¨    Accelerated filer   x
Non-accelerated filer   ¨  (Do not check if a smaller reporting company)    Smaller reporting company   ¨

 

 

CALCULATION OF REGISTRATION FEE

 

 

Title of Securities

to be Registered

 

Amount

to be

Registered (1)

 

Proposed

Maximum

Offering Price
Per Share

 

Proposed

Maximum
Aggregate

Offering Price

  Amount of
Registration Fee

Common Stock, $0.01 par value per share

  100,000 shares (2)   $9.00 (3)   $900,000 (3)   $104

 

 

(1) In accordance with Rule 416 under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement shall be deemed to cover any additional securities that may from time to time be offered or issued to prevent dilution resulting from stock splits, stock dividends or similar transactions.
(2) Consists of 100,000 shares issuable under the Amended and Restated 1997 Employee Stock Purchase Plan pursuant to the terms of such plan.
(3) Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457(c) and 457(h) of the Securities Act of 1933, as amended, and based upon the average of the high and low prices of the Registrant’s Common Stock as reported on the Nasdaq Global Select Market on February 24, 2012.

 

 

 


STATEMENT OF INCORPORATION BY REFERENCE

Except as otherwise set forth below, this registration statement on Form S-8 incorporates by reference the contents of the registration statements on Form S-8, File Nos. 333-161172, 333-130389, 333-66450, 333-40172, and 333-83943 relating to the Registrant’s Amended and Restated 1997 Employee Stock Purchase Plan.

On February 22, 2012, the board of directors of the Registrant approved, subject to stockholder approval, an amendment to increase, in aggregate, the number of shares available for issuance under the Registrant’s Amended and Restated 1997 Employee Stock Purchase Plan by 100,000 shares. The Registrant intends to seek stockholder approval for such increase, but does not expect to obtain such approval prior to May 23, 2012, the date for the next Annual Meeting of Stockholders of the Registrant, and cannot assure participants that such approval will ever be obtained. While the Registrant may grant options relating to the additional 100,000 shares prior to obtaining stockholder approval for the increase, such options will not become exercisable unless and until stockholders approve the increase. In the event stockholder approval is not obtained, such options or restricted stock units will be cancelled and become null and void.


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 Town of Merrimack, State of New Hampshire, on this 29th day of February 2012.

 

PC CONNECTION, INC.
By:  

/s/ Timothy McGrath

  Timothy McGrath
  Chief Executive Officer


POWER OF ATTORNEY AND SIGNATURES

We, the undersigned officers and directors of PC Connection, Inc., hereby severally constitute and appoint Patricia Gallup and David Hall, 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 on our behalf in our capacities as officers and directors to enable PC Connection, Inc. to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission, hereby ratifying and confirming our signatures as they may be signed by our said attorneys, or any of them, to said registration statement and any and all amendments thereto.

Pursuant to the requirements of the Securities Act of 1933, this registration statement has been signed by the following persons in the capacities and on the dates indicated.

 

Signature

  

Title

 

Date

/s/ Timothy McGrath

   President and Chief Executive Officer   February 29, 2012
Timothy McGrath    (Principal Executive Officer)  

/s/ Jack Ferguson

   Treasurer and Chief Financial Officer   February 29, 2012
Jack Ferguson    (Principal Financial and Accounting Officer)  

/s/ Patricia Gallup

   Chairman of the Board   February 29, 2012
Patricia Gallup     

/s/ Joseph Baute

   Vice Chairman of the Board   February 29, 2012
Joseph Baute     

/s/ David Beffa-Negrini

   Director   February 29, 2012
David Beffa-Negrini     

/s/ Barbara Duckett

   Director   February 29, 2012
Barbara Duckett     

/s/ David Hall

   Director   February 29, 2012
David Hall     

/s/ Donald Weatherson

   Director   February 29, 2012
Donald Weatherson     


INDEX TO EXHIBITS

 

Number

  

Description

  4.1 (1)    Amended and Restated Certificate of Incorporation of the Registrant, as amended
  4.2 (2)    Amended and Restated By-Laws of the Registrant
  5.1    Opinion of Wilmer Cutler Pickering Hale and Dorr LLP, counsel to the Registrant
23.1    Consent of Wilmer Cutler Pickering Hale and Dorr LLP (included in Exhibit 5.1)
23.2    Consent of Deloitte & Touche LLP
24.1    Power of attorney (included on the signature pages of this registration statement)
99.1 (3)    Amended and Restated 1997 Employee Stock Purchase Plan

 

(1) Previously filed with the Securities and Exchange Commission as an Annex to the Registrant’s proxy statement pursuant to Section 14(a), filed on April 17, 2001.
(2) Previously filed with the Securities and Exchange Commission as an Exhibit to the Registrant’s current report on Form 8-K, filed on January 9, 2008.
(3) Previously filed with the Securities and Exchange Commission as an Annex to the Registrant’s proxy statement pursuant to Section 14(a), filed on April 30, 2009.