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).