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<ACCESSION-NUMBER>0000927016-02-002044
<TYPE>8-K
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<ITEMS>2
<ITEMS>7
<FILING-DATE>20020411
<FILER>
<COMPANY-DATA>
<CONFORMED-NAME>PC CONNECTION INC
<CIK>0001050377
<ASSIGNED-SIC>5961
<IRS-NUMBER>020513618
<STATE-OF-INCORPORATION>DE
<FISCAL-YEAR-END>1231
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<FILE-NUMBER>000-23827
<FILM-NUMBER>02608550
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<BUSINESS-ADDRESS>
<STREET1>ROUTE 101A
<STREET2>730 MILFORD RD
<CITY>MERRIMACK
<STATE>NH
<ZIP>03054
<PHONE>6034232000
</BUSINESS-ADDRESS>
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<TYPE>8-K
<SEQUENCE>1
<FILENAME>d8k.txt
<DESCRIPTION>FORM 8-K
<TEXT>
<PAGE>

                       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): April 5, 2002
                                                          ----------------------

                               PC CONNECTION, INC.
 -------------------------------------------------------------------------------
             (Exact Name of Registrant as Specified in its Charter)


                                    Delaware
 -------------------------------------------------------------------------------
                 (State or Other Jurisdiction of Incorporation)

        0-23827                                        02-0513618
 -------------------------                    ---------------------------------
 (Commission File Number)                     (IRS Employer Identification No.)


Rt. 101A, 730 Milford Road, Merrimack, New Hampshire     03054
 -------------------------------------------------------------------------------
(Address of Principal Executive Offices)               (Zip Code)


                                 (603) 423-2000
 -------------------------------------------------------------------------------
              (Registrant's Telephone Number, Including Area Code)


                                 Not Applicable
 -------------------------------------------------------------------------------
          (Former Name or Former Address, if Changed Since Last Report)

<PAGE>

Item 2.   Acquisition or Disposition of Assets.
          ------------------------------------

     On April 5, 2002 (the "Effective Date"), PC Connection, Inc., a Delaware
corporation ("PCC"), completed its acquisition of MoreDirect, Inc., a Florida
corporation ("MoreDirect"). The acquisition was completed pursuant to an
Agreement and Plan of Merger, dated as of March 25, 2002 and amended on April 5,
2002 (as amended, the "Merger Agreement"), by and among PCC, Boca Acquisition
Corp., a Florida corporation and a wholly owned subsidiary of PCC ("Boca"),
MoreDirect and Russell L. Madris, the sole stockholder of MoreDirect.

     Upon consummation of the transactions contemplated by the Merger Agreement,
Boca was merged with and into MoreDirect (the "Merger"), whereby MoreDirect
became a wholly owned subsidiary of PCC. Under the terms of the Merger
Agreement, immediately prior to closing, all outstanding options and warrants of
MoreDirect were either cashed out at $4.65 per share for an aggregate amount of
approximately $4,084,000 or terminated to the extent shares outstanding under
the options were not exercisable. PCC paid Russell L. Madris, the sole
shareholder of MoreDirect $17,966,000 in cash at closing. MoreDirect also, prior
to closing, distributed to Mr. Madris, its sole shareholder, $7,950,000 from
available cash balances for previously taxed but undistributed earnings.

     The Merger Agreement contemplates an earn-out period of three years
following the closing whereby if MoreDirect maintains certain earnings before
income tax, or EBIT, levels, additional payments will be made by PCC to Mr.
Madris. Under the Merger Agreement, earn-out payments are tied to EBIT levels
targeted to grow at a 15% rate per year. The maximum payments PCC will make
under the earn-out provisions of the Merger Agreement are $67,106,000, assuming
MoreDirect maintains 200% of targeted EBIT levels for all three years. If
MoreDirect maintains less than 60% of targeted EBIT levels for all three years,
no payments would be required under the earn-out provisions of the Merger
Agreement. PCC has placed $10,000,000 in escrow to fund a portion of these
contingent payments. At any time during the earn-out period, PCC may "buy-out"
the remaining earn-out payments for amounts which vary during the term of the
earn-out. Certain portions of the contingent payments may be converted into
shares of PCC's common stock at specified conversion prices between $20.80 and
$40.00 per share. The amount paid by PCC at closing and the escrowed amount were
funded from available cash balances. PCC anticipates that any future contingent
payments made by PCC will also be funded from available cash balances or
available borrowings.

     PCC's acquisition of MoreDirect will be accounted for under the purchase
method of accounting.

     Prior to the Merger, MoreDirect was a supplier of IT products for
medium-to-large corporate and government organizations nationwide. MoreDirect
will continue its business substantially in the manner conducted by it prior to
the Merger as a wholly owned subsidiary of PCC under its existing management.

                                      -2-

<PAGE>

     The Merger Agreement was approved by the sole director and sole shareholder
of MoreDirect and the board of directors of PCC. The terms of the Merger
Agreement, including the amount of consideration paid by PCC, were determined
pursuant to arm's-length negotiations. Prior to the closing of the Merger, to
PCC's knowledge none of PCC, its affiliates, officers or directors, or any
associate of any such officer or director, had any material relationship with
MoreDirect.

     The foregoing description of the Merger Agreement does not purport to be
complete and is qualified in its entirety by reference to the full text of the
Merger Agreement, which, as amended, is included as Exhibit 2.1 and as Exhibit
2.2 to this Current Report on Form 8-K and incorporated herein by reference.
PCC's press release dated April 8, 2002, which is filed as Exhibit 99.1 to this
Current Report on Form 8-K, is also incorporated herein by reference.

Item 7.      Financial Statements, Pro Forma Financial Information and Exhibits.
             ------------------------------------------------------------------

       (a)   Financial Statements of Businesses Acquired.
             -------------------------------------------

             As of the date of filing of this Current Report on Form 8-K, it is
             impracticable for PCC to provide the financial information required
             by this Item 7(a). In accordance with item 7(a)(4) of Form 8-K,
             such financial information will be filed by amendment to this
             Form 8-K no later than June 21, 2002.

       (b)   Pro Forma Financial Information.
             -------------------------------

             As of the date of filing of this Current Report on Form 8-K, it is

             impracticable for PCC to provide the financial information required
             by this Item 7(b). In accordance with item 7(b)(2) of Form 8-K,
             such financial information will be filed by amendment to this
             Form 8-K no later than June 21, 2002.

                                      -3-

<PAGE>

(c)   Exhibits.
      --------

           2.1     Agreement and Plan of Merger, dated March 25, 2002, by and
                   among PC Connection, Inc., Boca Acquisition Corp.,
                   MoreDirect, Inc. and the stockholders of MoreDirect, Inc. set
                   forth on Schedule I, incorporated by reference from Exhibit
                   10.51 to PCC's Annual Report on Form 10-K for the year ended
                   December 31, 2001 filed with the Securities and Exchange
                   Commission on April 1, 2002. (1)

           2.2     Amendment No. 1 to the Agreement and Plan of Merger, dated
                   April 5, 2002, by and among PC Connection, Inc., Boca
                   Acquisition Corp., MoreDirect, Inc., Russell Madris, the
                   sole stockholder of MoreDirect, Inc. and Michael Diamant,
                   James Garrity and Scott Modist. (1)

           99.1    Press Release for Consummation of the Merger.

----------------------

(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. PCC will furnish copies of
any of the exhibits and schedules to the U.S. Securities and Exchange Commission
upon request.

                                      -4-

<PAGE>

                                    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.

Date: April 11, 2002                   REGISTRANT

                                       PC CONNECTION, INC.

                                       By: /s/ Mark A. Gavin
                                           -------------------------------------
                                               Mark A. Gavin
                                               Senior Vice President of Finance
                                               and Chief Financial Officer

                                      -5-

<PAGE>

                                  EXHBIT INDEX

Exhibit Number           Description
--------------           -----------

2.1                      Agreement and Plan of Merger, dated March 25, 2002, by
                         and among PC Connection, Inc., Boca Acquisition Corp.,
                         MoreDirect, Inc. and the stockholders of MoreDirect,
                         Inc. set forth on Schedule I, incorporated by reference
                         from Exhibit 10.51 to PCC's Annual Report on Form 10-K
                         for the year ended December 31, 2001 filed with the
                         Securities and Exchange Commission on April 1, 2002.
                         (1)

2.2                      Amendment No. 1 to the Agreement and Plan of Merger,
                         dated April 5, 2002, by and among PC Connection, Inc.,
                         Boca Acquisition Corp., MoreDirect, Inc., Russell
                         Madris, the sole stockholder of MoreDirect, Inc. and
                         Michael Diamant, James Garrity and Scott Modist. (1)

99.1                     Press Release for Consummation of the Merger.

---------------------

(1) The exhibits and schedules to the Agreement have been omitted from this
filing pursuant to Item 601(b)(2) of Regulation S-K. PCC will furnish copies of
any of the exhibits and schedules to the U.S. Securities and Exchange Commission
upon request.

                                      -6-

</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-2.2
<SEQUENCE>3
<FILENAME>dex22.txt
<DESCRIPTION>AMENDMENT NO. 1 TO AGREEMENT & PLAN OF MERGER
<TEXT>
<PAGE>

                                                                     Exhibit 2.2

                             AMENDMENT NO. 1 TO THE
                          AGREEMENT AND PLAN OF MERGER

     This Amendment No. 1 to the Agreement and Plan of Merger, dated April 5,
2002, is entered into by and among PC Connection, Inc., a Delaware corporation
(the "Buyer"), Boca Acquisition Corp., a Florida corporation and a wholly owned
subsidiary of the Buyer (the "Transitory Subsidiary"), MoreDirect, Inc., a
Florida Corporation (the "Company"), Russell L. Madris, as sole stockholder of
the Company, and Michael Diamant, James Garrity and Scott Modist (the
"Officers").

                                   WITNESSETH

     WHEREAS, the Buyer, the Transitory Subsidiary, the Company, Mr. Madris and
the Officers are parties to that certain Agreement and Plan of Merger, dated as
of March 25, 2002 (the "Merger Agreement"); and

     WHEREAS, the Merger Agreement contemplates that the Officers will become
stockholders of the Company prior to the Effective Time (as defined in the
Merger Agreement) and it has been subsequently determined that the Officers
shall not become stockholders of the Company.

     NOW, THEREFORE, in consideration of the mutual covenants contained herein
the Parent, the Transitory Subsidiary, the Company, Mr. Madris and the Officers
agree as follows:

     1.   All references to "Company Stockholders" in the Merger Agreement shall
be substituted with "Company Stockholder."

     2.   All references to "Stockholders Representative" shall be substituted
with "Stockholder Representative."

     3.   Schedule I to the Merger Agreement and all references thereto in the
Merger Agreement are hereby deleted.

     4.   Section 1.3 (f) of the Merger Agreement is deleted in its entirety and
the following is inserted in lieu thereof:

     "the Buyer shall deliver to the Company Stockholder a promissory note in
     the form attached hereto as Exhibit I (the "Promissory Note") representing
     the right to receive the Initial Merger Consideration (as defined in
     Section 1.6 below); and"

     5.   Section 5.2(o) of the Merger Agreement is deleted in its entirety and
the following is inserted in lieu thereof:

     "the Company shall cancel all Company Options and Company Warrants; and"

     6.   Section 6.5 of the Merger Agreement is hereby amended by inserting the
following new Section 6.5(e) immediately following the existing Section 6.5(d):

<PAGE>

     "(e) Notwithstanding anything to the contrary set forth in Article VI or
     elsewhere in this Agreement, the Buyer's obligations under the Promissory
     Note, and the Company Stockholder's rights thereunder, shall be absolute
     and unconditional and shall not be subject to the provisions of this
     Article VI in any respect."

     7.   The parties hereby recognize that at all times since incorporation of
the Company, Mr. Madris has been the only stockholder of the Company and shall
be the only stockholder of the Company immediately prior to the Effective Time
(as defined in the Merger Agreement).

     8.   The Officers, by executing this amendment, shall be deemed not to be
parties to the Merger Agreement for all purposes thereof, including without
limitation Section 8.11.

     9.   Except as expressly amended hereby, all of the terms and conditions of
the Merger Agreement shall continue in full force and effect.

     10.  This Amendment may be executed in any number of counterparts, each of
which shall be an original but all of which taken together shall constitute one
and the same instrument.

                  [Remainder of Page Intentionally Left Blank]

<PAGE>

     IN WITNESS WHEREOF, the parties have caused this Amendment No. 1 to the
Merger Agreement to be signed by their respective officers thereunto duly
authorized as of the date first written above.

                                            PC CONNECTION, INC.


                                             /s/ Wayne L. Wilson
                                            --------------------
                                            Name:  Wayne L. Wilson
                                            Title: President

                                            BOCA ACQUISITION CORP.


                                             /s/ Wayne L. Wilson
                                            -------------------
                                            Name:  Wayne L. Wilson
                                            Title: Chief Operating Officer

                                            MOREDIRECT, INC.


                                             /s/ Russell L. Madris
                                            ------------------------
                                            Name:  Russell L. Madris
                                            Title: C.E.O.


                                            COMPANY STOCKHOLDER

                                             /s/ Russell L. Madris
                                            ----------------------
                                            Russell L. Madris

<PAGE>

                                            OFFICERS

                                             /s/ Michael Diamant
                                            -------------------------------
                                            Michael Diamant

                                             /s/ James R. Garrity
                                            -------------------------------
                                            James R. Garrity

                                             /s/ Scott J. Modist
                                            -------------------------------
                                            Scott J. Modist


</TEXT>
</DOCUMENT>
<DOCUMENT>
<TYPE>EX-99.1
<SEQUENCE>4
<FILENAME>dex991.txt
<DESCRIPTION>PRESS RELEASE
<TEXT>
<PAGE>

                                                                    Exhibit 99.1

                               PC CONNECTION, INC.

                                  NEWS RELEASE

              PC CONNECTION, INC. COMPLETES MOREDIRECT ACQUISITION

MERRIMACK, N.H.--(BUSINESS WIRE)--April 8, 2002--PC Connection, Inc. (NASDAQ:
PCCC - news), a leading direct marketer of information technology (IT) products
and solutions, today announced that it has completed the acquisition of
MoreDirect, Inc., a premier e-procurement supplier of IT products for
medium-to-large corporate and government organizations nationwide.

Ken Koppel, Chief Executive Officer of PC Connection, Inc., said, "The
acquisition of MoreDirect is consistent with our strategy of acquiring
businesses that give us the opportunity to reach new market segments, as well as
add talent to our management team. We believe Russell Madris, President of
MoreDirect, has developed a high quality sales force and a very successful
e-procurement system that effectively services medium-to-large corporate and
government customers."

MoreDirect's Internet-based system enables corporate and government customers to
fefficiently source, evaluate, purchase and track a wide variety of IT products.
The Company will operate under the MoreDirect trade name as a wholly-owned
subsidiary of PC Connection from its current facilities in Boca Raton, Florida.

Commenting on the acquisition, Russell Madris said, "Joining the PC Connection
family of companies will allow MoreDirect access to additional capital,
marketing programs and other resources. Our customers will benefit from PC
Connection's wide range of service offerings, including overnight custom
configuration, as well as their additional inventory and logistics capabilities.
We look forward to pursuing new growth opportunities as a subsidiary of PC
Connection, one of the largest and best-known IT direct marketing companies in
the industry."

About PC Connection, Inc.

PC Connection, Inc., a Fortune 1000 company, has two sales subsidiaries, PC
Connection Sales Corporation of Merrimack, NH and GovConnection, Inc. of
Rockville, MD. PC Connection Sales Corporation is a rapid-response provider of
IT products and solutions offering more than 100,000 brand-name products to
businesses through its staff of technically trained outbound sales account
managers and catalog telesales representatives, its comprehensive web sites at
www.pcconnection.com and www.macconnection.com, and its catalogs PC Connection
(1-800-800-5555) and MacConnection (1-800-800-2222). GovConnection, Inc. is a
rapid-response provider of IT products and solutions, offering more than 100,000
brand-name products to federal, state and local agencies and educational
institutions (1-800-800-0019). Both subsidiaries can deliver custom-configured
computer systems overnight.

About MoreDirect, Inc.

MoreDirect, Inc. provides corporate technology buyers with a comprehensive
web-based e-procurement solution and in-depth IT supply-chain expertise.
MoreDirect serves as a one-stop source by aggregating more than 350,000 products
from the inventories of leading IT wholesale distributors and manufacturers.

<PAGE>

MoreDirect has a web-based system that enables IT corporate buyers to view the
inventories of multiple wholesale distributors and manufacturers at a single
source and provides valuable IT supply-chain knowledge and asset management
functionality.

"Safe Harbor" Statement Under the Private Securities Litigation Reform Act of
1995: This release contains forward-looking statements that are subject to risks
and uncertainties, including, but not limited to, the impact of changes in
market demand and the overall level of economic activity, or in the level of
business investment in information technology products, competitive products and
pricing, product availability and market acceptance, new products, fluctuations
in operating results and other risks detailed under the caption "Factors That
May Affect Future Results and Financial Condition" in the Company's 2001 Annual
Report on Form 10-K filed with the Securities and Exchange Commission for the
year ended December 31, 2001. Such risks and uncertainties include the ability
to realize the expected advantages of the proposed merger, market demand for and
competitive pricing pressures on the products and services marketed by the
Company, the continued acceptance of the Company's distribution channel by
vendors and customers, continuation of key vendor relationships and support
programs and the ability of the Company to hire and retain qualified sales
account managers and other essential personnel.

Contact:

   PC Connection, Inc.
   David Beffa-Negrini
   (603) 423-2167

</TEXT>
</DOCUMENT>
</SUBMISSION>
