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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): May 30, 1996
CompUSA Inc.
(Exact name of registrant as specified in its charter)
Delaware
(State or other jurisdiction of incorporation)
1-11566 75-2261497
(Commission File Number) (I.R.S. Employer Identification No.).
14951 North Dallas Parkway
Dallas, Texas 75240
(Address of principal executive offices)
Registrant's telephone number, including
area code: (214) 982-4000
Not Applicable
(Former name or former address, if changed since last report.)
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Item 2. Acquisition or Disposition of Assets.
(a) On May 30, 1996, pursuant to an Agreement and Plan of Merger,
dated as of May 15, 1996 (the "Merger Agreement"), by and among CompUSA Inc.
("CompUSA"), a Delaware corporation, Snowstorm Merger Corp., a Delaware
corporation and a wholly-owned subsidiary of CompUSA ("Sub"), and PCs
Compleat, Inc., a Delaware corporation ("PCs Compleat"), Sub was merged with
and into PCs Compleat (the "Merger"). The description of the Merger Agreement
contained herein is qualified in its entirety by reference to the Merger
Agreement, which is attached hereto as Exhibit 2.1 and is incorporated herein
by reference. The Merger was approved by the unanimous written consent of the
stockholders of PCs Compleat as of May 29, 1996. Pursuant to the Merger, each
share of Common Stock, Series A Preferred Stock, Series B Preferred Stock and
Series C Preferred Stock of PCs Compleat has been cancelled and converted into
the right to receive 0.18923226893 shares (the "Exchange Ratio") of common
stock, par value $0.01 per share ("CompUSA Common Stock"), of CompUSA. No
fractional shares will be issued; CompUSA will make cash payments in lieu of
fractional share interests. The 2,958,130 shares of CompUSA Common Stock to be
issued pursuant to the terms of the Merger Agreement will be issued from
CompUSA's authorized, but unissued, common stock. For accounting purposes, the
Merger will be accounted for as a "pooling of interests".
The Exchange Ratio was determined through negotiation of the parties
to the Merger Agreement and was structured to reflect the valuation of PCs
Compleat in relation to the market capitalization of CompUSA, based in
significant part upon the trading history of CompUSA Common Stock during the
several months prior to the signing of the Merger Agreement.
(b) The assets of PCs Compleat consist primarily of cash, accounts
receivable, inventory, personal property, plant and equipment. PCs Compleat
utilizes its assets to engage in the direct resale of brand-name personal
computer products. CompUSA intends to use the assets of PCs Compleat's
business substantially as previously used.
On May 30, 1996, CompUSA issued a press release relating to the
Merger, a copy of which is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
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Item 7. Financial Statements and Exhibits
(a) Financial statements of businesses being acquired; and
(b) Pro forma financial information:
As of the date hereof, it is impracticable for the
registrant to provide the financial statements and
information in response to Items 7(a) and (b). Such
statements and information will be prepared and filed as
soon as practicable but in no event later than 60 days from
the date on which this report is filed.
(c) Exhibits:
2.1 Agreement and Plan of Merger, dated as of May 15,
1996, by and among CompUSA Inc., Snowstorm Merger
Corp., and PCs Compleat, Inc.
99.1 Press Release issued by CompUSA Inc.,
dated May 30, 1996
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CompUSA Inc.
Dated: June 14, 1996 By: /s/ James E. Skinner
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James E. Skinner
Executive Vice President and
Chief Financial Officer
EXHIBIT INDEX
Exhibit No. Description
- ----------- -----------
2.1 Agreement and Plan of Merger,
dated as of May 15, 1996, by and among
CompUSA Inc., Snowstorm Merger Corp., and
PCs Compleat, Inc.
99.1 Press Release issued by
CompUSA Inc., dated May 30, 1996