As filed with the Securities and Exchange Commission on June 8, 2000
Registration No. 333-_________
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CREATIVE COMPUTERS, INC.
(Exact name of Registrant as specified in its charter)
Delaware 95-451870
(State of Other Jurisdiction (I.R.S. Employer
of Incorporation of Organization) Identification No.)
2555 West 190th Street
Torrance, California 90504
(Address of Principal Executive Offices)
1994 Stock Incentive Plan
(Full Title of Plan)
_____________________________________________
Frank Khulusi
Chairman of the Board,
President and Chief
Executive Officer
Creative Computers, Inc.
2555 West 190th Street
Torrance, California 90504
(Name and Address of Agent for Service)
(310) 354-5600
(Telephone Number, Including Area Code, of Agent For Service)
Copies to:
Robert M. Mattson, Jr.
Craig S. Mordock
Morrison & Foerster LLP
19900 MacArthur Boulevard
Irvine, California 92612
(949) 251-7500
_____________________________________________
CALCULATION OF REGISTRATION FEE
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Proposed
Amount Maximum Maximum Amount of
Title of Securities to be Offering Price Aggregate offering Registration
to be Registered Registered(1) Per Share(2) Price(2) Fee
- ----------------------------------------------------------------------------------------------------------
Common Stock, $.001
par value per share 1,000,000 shares $4.4375 $4,437,500 $1,172
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(1) Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the
"Securities Act"), this registration statement includes an indeterminate
number of additional shares which may be offered and issued to prevent
dilution from stock splits, stock dividends or similar transactions as
provided in the above-referenced plan.
(2) Estimated solely for the purpose of calculating the registration fee.
Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act of 1933,
as amended (the "Securities Act"), the proposed maximum offering price per
share and the proposed maximum aggregate offering price have been
determined on the basis of the average of the high and low prices reported
on the Nasdaq National Market on June 2, 2000.
In addition, pursuant to Rule 416(c) under the Securities Act, this
Registration Statement also covers an indeterminate amount of interests to
be offered or sold pursuant to the employee benefit plans described herein.
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Pursuant to General Instruction E to Form S-8 under the Securities Act of
1933, as amended (the "Securities Act"), this Registration Statement is filed
for the purpose of registering additional securities under the 1994 Stock
Incentive Plan of Creative Computers, Inc. (the "Registrant"), which are the
same class as those registered under the currently effective Registration
Statement on Form S-8 (Registration Nos. 333-848 and 333-76851) relating to the
1994 Stock Incentive Plan of the Registrant, and the contents of that
Registration Statement, including any amendments thereto or filings incorporated
therein, are incorporated herein by this reference.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The following documents filed by the Registrant with the Securities and
Exchange Commission (the "Commission") are incorporated by reference herein:
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999, which includes audited financial statements for the
Registrant's latest fiscal year.
(b) The Registrant's Report on Form 10-Q for the period ended March 31,
2000.
(c) All other reports filed by the Registrant pursuant to Sections 13(a)
or 15(d) of the Securities Exchange Act of 1934 (the "Exchange Act") since the
end of the fiscal year covered by the audited financial statements described in
(a) above.
(d) The description of the Registrant's Common Stock which is contained in
its Registration Statement on Form 8-A dated March 31, 1996 filed under the
Exchange Act, including any amendment or report filed for the purpose of
updating such description.
All documents filed by the Registrant with the Commission pursuant to
Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing
of a post-effective amendment which indicates that all securities offered have
been sold or which deregisters all securities then remaining unsold shall be
deemed to be incorporated by reference into this Registration Statement and to
be a part hereof from the date of filing of such documents. Any statement
contained in a document incorporated by reference herein shall be deemed to be
modified or superseded for purposes of this Registration Statement to the extent
that a statement contained herein or in any other subsequently filed document
which also is or is deemed to be incorporated by reference herein modifies or
supersedes such statement. Any statement so modified or superseded shall not be
deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
Item 8. Exhibits.
5.1 Opinion of Morrison & Foerster LLP
10.1 1994 Stock Incentive Plan, as amended (incorporated by reference to
Annex A to the Registrant's Definitive Proxy Statement dated April
24, 2000, on file with the Commission).
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (See signature page)
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended,
Creative Computers, Inc. 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 City of Torrance, State of California, on May
31, 2000.
CREATIVE COMPUTERS, INC.
By: /s/ Frank F. Khulusi
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Frank F. Khulusi
Chief Executive Officer
POWER OF ATTORNEY
Each person whose signature appears below constitutes and appoints Frank F.
Khulusi and Ted Sanders, and each of them, as attorneys-in-fact, each with the
power of substitution, for him or her in any and all capacities, to sign any
amendment to this Registration Statement and to file the same, with exhibits
thereto and other documents in connection therewith, with the Commission,
granting to said attorneys-in-fact, and each of them, full power and authority
to do and perform each and every act and thing requisite and necessary to be
done in connection therewith, as fully to all intents and purposes as he or she
might or could do in person, hereby ratifying and confirming all that said
attorneys-in-fact or any of them, or their or his substitute or substitutes, may
lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Frank Khulusi Chairman of the Board and May 31, 2000
- --------------------------- Chief Executive Officer
Frank Khulusi (Principal Executive Officer)
/s/ Sam Khulusi Director May 22, 2000
- ---------------------------
Sam Khulusi
/s/ Ted Sanders
___________________________ Chief Financial Officer May 31, 2000
Ted Sanders (Principal Financial and
Accounting Officer)
/s/ Thomas Maloof
___________________________ Director May 31, 2000
Thomas Maloof
/s/ Ronald Reck
___________________________ Director May 31, 2000
Ronald Reck
EXHIBIT INDEX
Exhibit
Number Description
- ------ -----------
5.1 Opinion of Morrison & Foerster LLP
10.1 1994 Stock Incentive Plan, as amended (incorporated by reference
to Annex A to the Registrant's Definitive Proxy Statement dated
April 24, 2000, on file with the Commission).
23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)
23.2 Consent of PricewaterhouseCoopers LLP
24.1 Power of Attorney (See signature page)