S-8 1 d33936ds8.htm S-8 S-8

As filed with the Securities and Exchange Commission on May 21, 2021

Registration No. 333-            

 

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER

THE SECURITIES ACT OF 1933

 

 

CDW CORPORATION

(Exact name of Registrant as Specified in Its Charter)

 

 

 

Delaware   26-0273989

(State or Other Jurisdiction of

Incorporation or Organization)

  

(I.R.S. Employer

Identification Number)

 

75 Tri-State International

Lincolnshire, Illinois

   60069
(Address of Principal Executive Offices)   (Zip Code)

Amended and Restated CDW Corporation Coworker Stock Purchase Plan

(Full title of the plan)

Frederick J. Kulevich

Senior Vice President, General Counsel and Corporate Secretary

CDW Corporation

75 Tri-State International

Lincolnshire, Illinois 60069

(847) 465-6000

(Name, Address and 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, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   ☒    Accelerated filer   ☐
Non-accelerated filer   ☐    Smaller reporting company   ☐
     Emerging growth company   ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 7(a)(2)(B) of the Securities Act.  ☐

 

 

Calculation of Registration Fee

 

 

Title of securities to be registered  

Amount to be

registered(1)

  

Proposed maximum

offering price

per share(2)

  

Proposed maximum

aggregate

offering price(2)

  

Amount of

registration

fee

Common Stock, par value $0.01 per share

   800,000 shares   $166.29   $133,032,000   $14,513.79

 

 

(1)

CDW Corporation (the “Registrant”) is filing this Registration Statement to register the issuance of 800,000 shares of Common Stock, par value $0.01 per share (the “Common Stock”), authorized for issuance under the Amended and Restated CDW Corporation Coworker Stock Purchase Plan (the “Plan”). Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this Registration Statement shall also cover any additional shares of Common Stock that become issuable under the Plan by reason of any stock dividend, stock split, recapitalization or other similar transaction effected without receipt of consideration that increases the number of outstanding shares of Common Stock.

 

(2)

Estimated in accordance with Rules 457(c) and (h) under the Securities Act solely for the purpose of calculating the registration fee. The price of $166.29 per share represents the average of the high and low prices of the Common Stock as reported on the Nasdaq Global Select Market on May 19, 2021.

This Registration Statement shall become effective upon filing in accordance with Rule 462 under the Securities Act.

 

 

 

EXPLANATORY NOTE

A Registration Statement on Form S-8 (File No. 333-189622) was filed with the Securities and Exchange Commission (the “Commission”) on June 27, 2013 covering the registration of 1,700,000 shares of Common Stock under the Amended and Restated CDW Corporation Coworker Stock Purchase Plan (the “Plan”). Pursuant to General Instruction E of Form S-8, this Registration Statement is being filed to register an additional 800,000 shares of Common Stock under the Plan and hereby incorporates by reference the contents of the prior Registration Statement except for Items 3, 6 and 8, which are being updated by this Registration Statement.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents previously filed with the Commission by the Registrant are incorporated herein by reference:

 

  1.

the Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2020, filed with the Commission on February 26, 2021;

 

  2.

the Registrant’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2021, filed with the Commission on May 5, 2021;

 

  3.

the Registrant’s Current Reports on Form 8-K filed with the Commission on February  10, 2021, March  25, 2021, March  30, 2021, May  5, 2021 and May 21, 2021; and

 

  4.

the description of Common Stock contained in the Registrant’s Registration Statement on Form 8-A, filed with the Commission on June 25, 2013, and any other amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), prior to the filing of a post-effective amendment to this Registration Statement which indicates that all securities offered hereby 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 respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained herein or in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement or the related prospectus to the extent that a statement contained herein or in any subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Notwithstanding the foregoing, unless specifically stated to the contrary, none of the information disclosed by the Registrant under Items 2.02 or 7.01 of any Current Report on Form 8-K, including the related exhibits under Item 9.01, that the Registrant may from time to time furnish to the Commission will be incorporated by reference into, or otherwise included in, this Registration Statement.

Item 6. Indemnification of Directors and Officers.

The Registrant has directors’ and officers’ liability insurance policies to insure its directors and officers against liability for actions or omissions occurring in their capacity as a director or officer, subject to certain exclusions or limitations.

The Registrant has also entered into indemnification agreements with each of its executive officers and directors. The indemnification agreements provide the executive officers and directors with contractual rights to indemnification, expense advancement and reimbursement, to the fullest extent permitted under Delaware law.

Section 145 (“Section 145”) of the Delaware General Corporation Law, as the same exists or may hereafter be amended (the “DGCL”), provides that a Delaware corporation may indemnify any persons who were, are or are threatened to be made, parties to any threatened, pending or completed action, suit or proceeding, whether civil, criminal, administrative or investigative (other than an action by or in the right of such corporation), by reason of the fact that such person is or was an officer, director, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees), judgments, fines and amounts paid in settlement actually and reasonably incurred by such person in connection with such action, suit or proceeding, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests and, with respect to any criminal action or proceeding, had no reasonable cause to believe that his conduct was illegal. A Delaware corporation may indemnify any persons who are, were or are threatened to be made, a party to any threatened, pending or completed action or suit by or in the right of the corporation by reasons of the fact that such person was a director, officer, employee or agent of such corporation, or is or was serving at the request of such corporation as a director, officer, employee or agent of another corporation or enterprise. The indemnity may include expenses (including attorneys’ fees) actually and reasonably incurred by such person in connection with the defense or settlement of such action or suit, provided such person acted in good faith and in a manner he reasonably believed to be in or not opposed to the corporation’s best interests, provided that no indemnification is permitted without judicial approval if the officer, director, employee or agent is adjudged to be liable to the corporation. Where an officer, director, employee or agent is successful on the merits or otherwise in the defense of any action referred to above, the corporation must indemnify him against the expenses which such officer or director has actually and reasonably incurred.

Section 145 further authorizes a corporation to purchase and maintain insurance on behalf of any person who is or was a director, officer, employee or agent of the corporation, or is or was serving at the request of the corporation as a director, officer, employee or agent of another corporation or enterprise, against any liability asserted against him and incurred by him in any such capacity, arising out of his status as such, whether or not the corporation would otherwise have the power to indemnify him under Section 145.

The Registrant’s amended and restated certificate of incorporation limits, to the maximum extent permitted by Delaware law, the personal liability of directors for monetary damages for breach of their fiduciary duties as a director. The Registrant’s amended and restated by-laws provide that directors, officers and employees will be indemnified to the fullest extent authorized by the DGCL with respect to actions, suits or proceedings. The Registrant’s amended and restated by-laws require the Registrant to pay all expenses incurred by a director, officer or employee in defending any such proceeding.

Item 8. Exhibits.

 

Exhibit

No.

   

Description

4.1    Sixth Restated Certificate of Incorporation of CDW Corporation (previously filed as Exhibit 3.2 to the Registrant’s Current Report on Form 8-K filed with the Commission on May 21, 2021 and incorporated herein by reference)

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, 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 Village of Lincolnshire, State of Illinois, on the 21st day of May, 2021.

 

CDW CORPORATION
By:  

/s/ Christine A. Leahy

  Christine A. Leahy
  President and Chief Executive Officer

POWER OF ATTORNEY

KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature appears below constitutes and appoints Christine A. Leahy and Frederick J. Kulevich, and each of them, his/her true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution, to sign, execute and file with the Securities and Exchange Commission (or any other governmental or regulatory authority), for us and in our names in the capacities indicated below, this registration statement on Form S-8 (including all amendments thereto) with all exhibits and any and all documents required to be filed with respect thereto, granting unto said attorneys-in-fact and agents and each of them, full power and authority to do and to perform each and every act and thing necessary and/or desirable to be done in and about the premises in order to effectuate the same as fully to all intents and purposes as he himself/she herself might or could do if personally present, hereby ratifying and confirming all that said attorneys-in-fact and agents, or any of them, may lawfully do or cause to be done by virtue hereof.

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/ Christine A. Leahy

    President and Chief Executive Officer    May 21, 2021

Christine A. Leahy

    (Principal Executive Officer) and Director   

/s/ Collin B. Kebo

    Senior Vice President and Chief Financial Officer    May 21, 2021

Collin B. Kebo

    (Principal Financial Officer)   

/s/ Ilaria Mocciaro

    Vice President, Controller and Chief Accounting Officer    May 21, 2021

Ilaria Mocciaro

    (Principal Accounting Officer)   

/s/ David W. Nelms

    Non-Executive Chairman of the Board    May 21, 2021

David W. Nelms

      

/s/ Virginia C. Addicott

    Director    May 21, 2021

Virginia C. Addicott

      

/s/ James A. Bell

    Director    May 21, 2021
James A. Bell      

/s/ Lynda M. Clarizio

    Director    May 21, 2021

Lynda M. Clarizio

      

/s/ Paul J. Finnegan

    Director    May 21, 2021

Paul J. Finnegan

      

/s/ Anthony R. Foxx

    Director    May 21, 2021

Anthony R. Foxx

      

/s/ Sanjay Mehrotra

    Director    May 21, 2021

Sanjay Mehrotra

      

/s/ Joseph R. Swedish

    Director    May 21, 2021

Joseph R. Swedish

      

/s/ Donna F. Zarcone

    Director    May 21, 2021

Donna F. Zarcone