-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SOS1TjwBDiaYfnafxzItV9CK3CGfjDWnVP80t/tFV81KRE1db0pfUFI6lYuR71qN Vts4/JI+J13VKqzEv2m6Uw== 0000950131-01-502743.txt : 20010810 0000950131-01-502743.hdr.sgml : 20010810 ACCESSION NUMBER: 0000950131-01-502743 CONFORMED SUBMISSION TYPE: S-3MEF PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 20010808 EFFECTIVENESS DATE: 20010808 FILER: COMPANY DATA: COMPANY CONFORMED NAME: CDW COMPUTER CENTERS INC CENTRAL INDEX KEY: 0000899171 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 363310735 STATE OF INCORPORATION: IL FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3MEF SEC ACT: 1933 Act SEC FILE NUMBER: 333-67132 FILM NUMBER: 1701496 BUSINESS ADDRESS: STREET 1: 200 N MILWAUKEE AVE CITY: VERNON HILLS STATE: IL ZIP: 60061 BUSINESS PHONE: 8474656000 MAIL ADDRESS: STREET 1: 200 N MILWAUKEE AVE CITY: VERNON HILLS STATE: IL ZIP: 60061 S-3MEF 1 ds3mef.txt FORM S-3MEF As filed with the Securities and Exchange Commission on August 8, 2001 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 -------------------- FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 -------------------- CDW Computer Centers, Inc. (Exact Name of Registrant as Specified in Its Charter) Illinois 36-3310735 (State or Other Jurisdiction of (I.R.S. Employer Incorporation or Organization) Identification No.) 200 North Milwaukee Avenue Vernon Hills, Illinois 60061 (847) 465-6000 (Address, Including Zip Code, and Telephone Number, Including Area Code, of Registrant's Principal Executive Offices) Harry J. Harczak, Jr. Executive Vice President Corporate Strategy and Chief Financial Officer CDW Computer Centers, Inc. 200 North Milwaukee Avenue Vernon Hills, Illinois 60061 (847) 465-6000 (Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service) Copies to: Dennis V. Osimitz,Esq. Robert F. Wall, Esq. Christine A. Leahy, Esq. Winston & Strawn Sidley Austin Brown & Wood 35 W. Wacker Drive Bank One Plaza Chicago, Illinois 60601 10 South Dearborn Chicago, Illinois 60603 -------------------- Approximate date of commencement of proposed sale to the public: As soon as practicable after this Registration Statement becomes effective. If the only securities being registered on this Form are being offered pursuant to dividend or interest reinvestment plans, please check the following box.[ ] If any of the securities being registered on this Form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box.[ ] If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. [X] 333-63820 If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. 3 If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box.[ ] -------------------
CALCULATION OF REGISTRATION FEE =================================================================================================================================== Title of each class of securities Amount to be Proposed maximun Proposed maximum to be registered registered offering price per aggregate offering Amount of share(1) price registration fee(2) - ----------------------------------------------------------------------------------------------------------------------------------- Common Stock, $0.01 par value per share . . . . . . . . . . . . . . . . 500,000 $42.02 $21,010,000 $5,252.50 ===================================================================================================================================
(1) Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) under the Securities Act of 1933, as amended. Based upon the average high and low prices of the common stock on the Nasdaq National Market on August 8, 2001. (2) 10,062,500 shares were registered under registration statement no. 333-63820. A filing fee of $94,663 was previously paid with such registration statement. ================================================================================ INCORPORATION BY REFERENCE OF REGISTRATION STATEMENT ON FORM S-3, REGISTRATION NUMBER 333-63820 We hereby incorporate by reference into this registration statement on Form S-3 in its entirety the registration statement on Form S-3, registration number 333-63820, as amended, declared effective on August 8, 2001 by the Securities and Exchange Commission, including each of the documents we filed with the Commission and incorporated or were deemed to be incorporated by reference therein and all exhibits thereto. Exhibits Exhibit Number Description of Exhibit - ------- ---------------------- 5.1 Opinion of Sidley Austin Brown & Wood. 23.1 Consent of Sidley Austin Brown & Wood (included in Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1* Powers of Attorney (included on signature page). - ------------- *Incorporated by reference to registration statement on Form S-3 (file number 333-63820). 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-3 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Vernon Hills, State of Illinois, on August 8, 2001. CDW COMPUTER CENTERS, INC. By: /s/ Harry J. Harczak, Jr. ---------------------------------- Harry J. Harczak, Jr. Executive Vice President Corporate Strategy and Chief Financial Officer 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: * Chairman and Chief Dated: August 8, ______________________________________ Executive Officer 2001 John A. Edwardson (Principal Executive Officer) * Chairman Emeritus and Dated: August 8, ______________________________________ Director 2001 Michael P. Krasny * Vice Chairman and Director Dated: August 8, ______________________________________ 2001 Gregory C. Zeman * Executive Vice President-- Dated: August 8, ______________________________________ Sales and Director 2001 Daniel B. Kass /s/ Harry J. Harczak, Jr. Executive Vice President Dated: August 8, ______________________________________ Corporate Strategy and 2001 Harry J. Harczak, Jr. Chief Financial Officer (Principal Financial Officer) * Controller (Principal Dated: August 8, ______________________________________ Accounting Officer) 2001 Sandra M. Rouhselang * Director Dated: August 8, ______________________________________ 2001 Michelle L. Collins * Director Dated: August 8, ______________________________________ 2001 Casey G. Cowell * Director Dated: August 8, ______________________________________ 2001 Donald P. Jacobs
* Director Dated: August 8, ______________________________________ 2001 Terry L. Lengfelder * Director Dated: August 8, ______________________________________ 2001 Brian E. Williams
*By: /s/ Harry J. Harczak, Jr. ------------------------------ Harry J. Harczak, Jr. Pursuant to powers of attorney dated June 26, 2001 EXHIBIT INDEX TO REGISTRATION STATEMENT ON FORM S-3 CDW Computer Centers, Inc. Exhibit Number Description of Exhibit - ------- ---------------------- 5.1 Opinion of Sidley Austin Brown & Wood. 23.1 Consent of Sidley Austin Brown & Wood (included in Exhibit 5.1 hereto). 23.2 Consent of PricewaterhouseCoopers LLP. 24.1* Powers of Attorney (included on signature page). - ------------- *Incorporated by reference to registration statement on Form S-3 (file number 333-63820). EX-5.1 3 dex51.txt OPINION OF SIDLEY AUSTIN BROWN & WOOD EXHIBIT 5.1 Sidley Austin Brown & Wood A PARTNERSHIP INCLUDING PROFESSIONAL CORPORATIONS DALLAS Bank One Plaza BEIJING ----- ----- LOS ANGELES 10 S. Dearborn Street HONG KONG ----- ----- NEW YORK Chicago, Illinois 60603 LONDON ----- ----- SAN FRANCISCO Telephone 312 853 7000 SHANGHAI ----- ----- SEATTLE Facsimile 312 853 7036 SINGAPORE ----- ----- WASHINGTON, D.C. www.sidley.com TOKYO Founded 1866 August 8, 2001 CDW Computer Centers, Inc. 200 North Milwaukee Ave. Vernon Hills, IL 60061 Re: 500,000 Shares of Common Stock, $.01 par value per share ----------------------------------------- Ladies and Gentlemen: We refer to the Registration Statement on Form S-3 (the "Registration Statement") filed on August 8, 2001 pursuant to Rule 462(b) by CDW Computer Centers, Inc., an Illinois corporation (the "Company"), with the Securities and Exchange Commission (the "Commission") under the Securities Act of 1933, as amended (the "Securities Act"), relating to the registration of 500,000 shares of Common Stock, $.01 par value per share (the "Shares"), of the Company to be sold by certain shareholders of the Company (collectively, the "Selling Stockholders"). We are familiar with the proceedings to date with respect to the proposed sale of the Shares contemplated by the Registration Statement and have examined such records, documents and questions of law, and satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for this opinion. Based on the foregoing, we are of the opinion that: 1. The Company is duly incorporated and validly existing under the laws of the State of Illinois; and 2. The Shares are validly issued, fully paid and nonassessable. Sidley Austin Brown & Wood Chicago CDW Computer Centers, Inc. August 8, 2001 Page 2 We do not find it necessary for the purposes of this opinion to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states to the sale of the Shares as contemplated by the Registration Statement. This opinion is limited to the Illinois Business Corporation Act. We hereby consent to the filing of this opinion as an Exhibit to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the Commission thereunder. Very truly yours, /s/ Sidley Austin Brown & Wood EX-23.2 4 dex232.txt CONSENT OF PRICEWATERHOUSE COOPERS LLP Exhibit 23.2 Consent of Independent Accountants We hereby consent to the use in this Registration Statement on Form S-3 of our report dated January 19, 2001 relating to the financial statements of CDW Computer Centers, Inc. We also consent to the incorporation by reference of our report dated January 19, 2001 relating to the financial statement schedule, which appears in the Annual Report on Form 10-K incorporated by reference into such Registration Statement on Form S-3. We also consent to the reference to us under the heading "Experts" and "Selected Consolidated Financial and Operating Data" in such Registration Statement. /s/ PricewaterhouseCoopers LLP August 8, 2001 -----END PRIVACY-ENHANCED MESSAGE-----