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 29, 2001
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PC Connection, Inc.
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(Exact Name of Registrant as Specified in its Charter)
Delaware
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(State or Other Jurisdiction of Incorporation)
000-23837 02-0513618
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(Commission File Number) (I.R.S. Employer Identification No.)
Rt. 101A, 730 Milford Road
Merrimack, New Hampshire 03054
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(Address of Principal Executive Offices) (Zip Code)
(603) 423-2000
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(Registrant's Telephone Number, Including Area Code)
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
ITEM 5. OTHER EVENTS.
On May 30, 2001, PC Connection, Inc., a Delaware corporation (the
"Registrant"), announced that it had entered into a Merger Agreement, dated as
of May 29, 2001 (the "Merger Agreement"), with Cyberian Outpost, Inc., an
Internet provider of consumer technology and e-business services ("Cyberian").
Under the terms of the Merger Agreement, the Registrant will issue to Cyberian
stockholders shares of the Registrant's common stock, $.01 par value per share
("Common Stock"), based upon an exchange ratio which will vary with Cyberian's
revenue for the three-month period ending August 2001 and the average closing
price of the Registrant's Common Stock over a ten-day period ending four days
prior to closing. The transaction will be accounted for under the purchase
method of accounting.
The foregoing description is qualified in its entirety by reference to the
following documents, each of which is incorporated herein by reference: (i) the
Merger Agreement, dated as of May 29, 2001, by and between the Registrant and
Cyberian, a copy of which is attached hereto as Exhibit 99.1, (ii) the Stock
Warrant Agreement, dated as of May 29, 2001, by and between the Registrant and
Cyberian, a copy of which is attached hereto as Exhibit 99.2, (iii) the Credit
and Supply Agreement, dated as of May 29, 2001, by and between Cyberian and
Merrimack Services Corporation, a subsidiary of the Registrant ("Merrimack"), a
copy of which is attached hereto as Exhibit 99.3, and (iv) the Security
Agreement, dated as of May 29, 2001, by and between Cyberian and Merrimack, a
copy of which is attached hereto as Exhibit 99.4.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(A) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable.
(B) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(C) EXHIBITS.
99.1 Merger Agreement, dated as of May 29, 2001, by and between the
Registrant and Cyberian Outpost, Inc.
99.2 Stock Warrant Agreement, dated as of May 29, 2001, by and between
the Registrant and Cyberian Outpost, Inc.
99.3 Credit and Supply Agreement, dated as of May 29, 2001, by and
between Cyberian Outpost, Inc. and Merrimack Services Corporation.
99.4 Security Agreement, dated as of May 29, 2001, by and between
Cyberian Outpost, Inc. and Merrimack Services Corporation.
99.5 Press Release
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 thereunto duly authorized.
PC CONNECTION, INC.
(Registrant)
Date: June 5, 2001 By: /s/ Mark A. Gavin
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Name: Mark A. Gavin
Title: Chief Financial Officer
EXHIBIT INDEX
EXHIBIT
NUMBER DESCRIPTION
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99.1 Merger Agreement, dated as of May 29, 2001, by and between the
Registrant and Cyberian Outpost, Inc.
99.2 Stock Warrant Agreement, dated as of May 29, 2001, by and between the
Registrant and Cyberian Outpost, Inc.
99.3 Credit and Supply Agreement, dated as of May 29, 2001, by and
between Cyberian Outpost, Inc. and Merrimack Services Corporation.
99.4 Security Agreement, dated as of May 29, 2001, by and between
Cyberian Outpost, Inc. and Merrimack Services Corporation.
99.5 Press Release