SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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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): March 27, 2002
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CDW Computer Centers, Inc.
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(Exact Name of Registrant as Specified in Its Charter)
Illinois 0-21796 36-3310735
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(State or Other Jurisdiction (Commission File Number) (IRS Employer
of Incorporation) Identification No.)
200 N. Milwaukee Ave.
Vernon Hills, Illinois 60061
(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (847) 465-6000
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N/A
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(Former Name or Former Address, if Changed Since Last Report)
Item 5. Other Events.
On March 27, 2002, CDW Computer Centers, Inc. issued a press release
commenting on an agreement by its director and employee Gregory C. Zeman to sell
2,000,000 shares of CDW's common stock to Morgan Stanley. The text of the March
27, 2002 release is as follows:
VERNON HILLS, Ill. - March 27, 2002 - CDW (Nasdaq: CDWC) today announced
that Gregory C. Zeman has agreed to sell 2,000,000 shares of CDW common stock to
Morgan Stanley. The terms of the transaction are reflected in an agreement that
has been filed with the Securities and Exchange Commission. The transaction is
expected to settle on Monday, April 1, 2002.
All shares in the offering are being sold by Mr. Zeman, a member of CDW's
Board of Directors and employed as an advisor to the company. The total number
of CDW shares outstanding will not change as a result of the transaction, and
CDW will not receive any of the proceeds of the sale. Mr. Zeman acquired the
shares being sold by him pursuant to the exercise of stock options granted to
him under the MPK Stock Option Plan. The MPK Stock Option Plan was established
in 1992 by Michael P. Krasny, CDW's founder and former chairman and chief
executive officer. Mr. Krasny granted Mr. Zeman nonforfeitable options pursuant
to the MPK Stock Option Plan to purchase shares of CDW common stock owned by Mr.
Krasny. At the completion of the offering, Mr. Zeman will continue to have
options under the MPK Stock Option Plan to purchase an additional 958,864
shares.
Due to the exercise of Mr. Zeman's options, CDW will realize an income tax
benefit of approximately $37.9 million. Approximately $0.4 million of this
figure was previously recorded to deferred taxes, and the incremental tax
benefit of $37.5 million will be recorded as an increase to paid-in-capital. In
addition, CDW will incur incremental payroll taxes of approximately $1.4 million
due to the exercise of the options. This will reduce CDW's diluted earnings per
share by approximately $0.01 for the quarter ending March 31, 2002.
This press release does not constitute an offer to sell or a solicitation
of an offer to buy the securities described herein, nor shall there be any sale
of these securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or qualification
under the securities law of any such jurisdiction.
This offering of the shares of common stock may be made only by means of a
prospectus and related prospectus supplement, a copy of which can be obtained
from the offices of Morgan Stanley, 1585 Broadway, New York, New York, 10036. An
electronic copy of the prospectus will be available on the Securities and
Exchange Commission web site at www.sec.gov.
The statements in this press release that are forward-looking (that is, not
historical in nature) are made pursuant to the safe harbor provisions of The
Private Securities Litigation Reform Act of 1995. Such forward-looking
statements are subject to various risks and uncertainties which may have a
significant impact on such statements. Additional discussion regarding these
risks and uncertainties and other factors affecting the Company's business and
prospects is contained in the Company's filings with the Securities and Exchange
Commission.
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About CDW
CDW(R) (Nasdaq: CDWC - news), ranked No. 435 on the Fortune 500, is a
direct solutions provider of complete, customized technology solutions for
businesses, government agencies and educational institutions nationwide. CDW is
a leading source of technology products and services from companies such as
Cisco, Compaq, Computer Associates, Hewlett-Packard, IBM, Intel, Microsoft,
Toshiba and other top name brands. CDW distributes contracts to end users for
customized and standardized on-site services provided directly by firms such as
Compaq Global Services and DecisionOne and for training programs provided
directly by firms such as KnowledgeNet and Productivity Point International.
CDW was founded in 1984 as a home-based business and today employs more
than 2,800 coworkers whose efforts generated net sales of approximately $4
billion in 2001. CDW's direct model offers one-on-one relationships with highly
trained account managers; purchasing by fax, telephone, the company's
award-winning www.cdw.com Web site or customized CDW@work extranets; custom
configured solutions and same day shipping; flexible financing solutions; and
phone and online technical support, with more than 100 factory-trained and A+
certified technicians on staff.
Additional information can be found by visiting www.cdw.com .
CDW Computer Centers, Inc., 200 N. Milwaukee Ave., Vernon Hills, IL 60061
www.cdw.com .
Signature
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.
CDW Computer Centers, Inc.
Date: March 28, 2002 By: /s/ Barbara A. Klein
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Barbara A. Klein
Senior Vice President and
Chief Financial Officer
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