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 2007 Stock Incentive 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
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Title of Securities to be Registered | Amount to be Registered (1) | Proposed Maximum Offering Price Per Share | Proposed Maximum Offering Price | Amount of Registration Fee | ||||
Common Stock, $0.01 par value per share | 200,000 shares (2) | $9.00 (3) | $1,800,000 (3) | $207 | ||||
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| (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 200,000 shares issuable under the Amended and Restated 2007 Stock Incentive 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. 333-166645, 333-161172 and 333-144065 relating to the Registrant’s 2007 Stock Incentive 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 2007 Stock Incentive Plan by 200,000 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 or restricted stock units relating to the additional 200,000 shares prior to obtaining stockholder approval for the increase, such options or restricted stock units 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 (Principal Executive Officer) | February 29, 2012 | ||
| Timothy McGrath | ||||
/s/ Jack Ferguson | Treasurer and Chief Financial Officer (Principal Financial and Accounting Officer) | February 29, 2012 | ||
| Jack Ferguson | ||||
/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 2007 Stock Incentive 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 16, 2010. |