As filed with the Securities and Exchange Commission on May 17, 2006
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)
     
Illinois
(State or other jurisdiction of
incorporation or organization) 		  36-3310735
(I.R.S. Employer Identification No.)
     
200 N. Milwaukee Ave.
Vernon Hills, Illinois
(Address of Principal Executive Offices) 		  60061
(Zip Code)
CDW 2006 Stock Incentive Plan
CDW Corporation Employee Stock Purchase Plan
(Full title of the plans)
Christine A. Leahy
Vice President, General Counsel and Corporate Secretary
CDW Corporation
200 N. Milwaukee Ave.
Vernon Hills, Illinois 60061
(847) 465-6000
(Name, address and telephone number,
including area code, of agent for service)
 
CALCULATION OF REGISTRATION FEE
 
              Proposed Maximum     Proposed Maximum     Amount of  
  Title of Securities     Amount to be     Offering Price Per     Aggregate Offering     Registration  
  to be Registered     Registered     Share     Price     Fee  
 
Common Stock, $.01 par value
    5,160,000 shares (1)(2)     $56.01 (3)     $289,011,600     $30,924.24  
 
(1)   Includes 4,660,000 shares issuable pursuant to the CDW 2006 Stock Incentive Plan and 500,000 shares issuable pursuant to an amendment to the CDW Corporation Employee Stock Purchase Plan.
 
(2)   This registration statement also covers such additional and indeterminate number of shares as may become issuable because of the provisions of the CDW 2006 Stock Incentive Plan or the CDW Corporation Employee Stock Purchase Plan relating to adjustments for changes resulting from a stock dividend, stock split or similar change.
 
(3)   Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(h) under the Securities Act of 1933, the offering price is based upon the average of the high and low prices reported for the Common Stock on the Nasdaq National Market on May 16, 2006.
 
 

 

 

PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
     The following documents heretofore filed with the Securities and Exchange Commission (the “Commission”) by CDW Corporation, an Illinois corporation (the “Company”), are incorporated herein by reference:
  (a)   The Company’s Annual Report on Form 10-K for the fiscal year ended December 31, 2005;
 
  (b)   The Company’s Quarterly Report on Form 10-Q for the fiscal quarter ended March 31, 2006;
 
  (c)   The Company’s Current Report on Form 8-K filed on January 31, 2006;
 
  (d)   The Company’s Current Report on Form 8-K filed on April 7, 2006; and
 
  (e)   The description of the common stock, $.01 par value, of the Company (the “Common Stock”) contained in the Company’s registration statement on Form S-3/A filed under the Securities Act of 1933, as amended (the “Securities Act”), on March 18, 2004, including any amendments or reports filed for the purpose of updating such description.
     All documents filed by the Company with the Commission pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934, as amended (“Exchange Act”), after the date of this registration statement and 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 listed above, being hereinafter referred to as “Incorporated Documents”).
     Any statement contained in an Incorporated Document 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 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.
Item 4. Description of Securities.
     Not applicable.

 

 

Item 5. Interests of Named Experts and Counsel.
     Not applicable.
Item 6. Indemnification of Directors and Officers.
     Section 8.75 of the Illinois Business Corporation Act, among other things, permits corporations to indemnify directors, officers, employees and agents against any expense, liability or loss to which they may become subject, or which they may incur as a result of being or having been a director, officer, employee or agent of the corporation. In reliance on this statutory provision, our Restated Articles of Incorporation and Amended and Restated By-Laws provide that we are required to indemnify our directors, officers, employees and agents to the maximum extent permitted by law. We also maintain directors’ and officers’ liability insurance, which covers liabilities under the federal securities laws.
     The indemnification provisions applicable to the directors of the Company are set out in Articles Sixth and Seventh of the Restated Articles of Incorporation and Article VI of the Amended and Restated By-Laws, respectively, as follows:
RESTATED ARTICLES OF INCORPORATION:
          SIXTH: The Corporation shall, to the full extent permitted by Section 8.75 of the Illinois Business Corporation Act, as amended from time to time, indemnify all persons whom it may indemnify pursuant thereto.
          SEVENTH: No director of the Corporation shall be personally liable to the Corporation or its shareholders for monetary damages, for breach of his fiduciary duty as a director; provided, that nothing herein shall be construed to eliminate or limit the liability of a director (a) for any breach of the director’s duty of loyalty to the Corporation or its shareholders, (b) for acts or omissions not in good faith or involving intentional misconduct or knowing violation of law, (c) under Section 8.65 of the Illinois Business Corporation Act, as amended, or (d) for any transaction from which the director derived an improper personal benefit.
AMENDED AND RESTATED BY-LAWS:
ARTICLE VI
INDEMNIFICATION OF
DIRECTORS, EMPLOYEES AND AGENTS
          Each person who at any time is or shall have been a director or officer of the corporation, or is or shall have been serving at the request of the corporation as a director, officer, employee or agent of another corporation, partnership, joint venture, trust or other enterprise, shall be indemnified by the corporation in accordance with and to the full extent permitted by the law of the State of Illinois as in effect at the time of adoption of this By-law or as amended from time to time. The foregoing right of indemnification shall not be deemed exclusive of any other rights to which a person seeking indemnification may be entitled under

 

 

any By-law, agreement, vote of shareholders or disinterested directors or otherwise. Expenses incurred in defending a civil or criminal action, suit or proceeding may be paid by the corporation in advance of the final disposition of such action, suit or proceeding as authorized by the Board of Directors in the specific case upon receipt of an undertaking by or on behalf of the director, officer, employee or agent to repay such amount unless it shall ultimately be determined that he is entitled to be indemnified by the corporation. If authorized by the Board of Directors, the corporation may purchase and maintain insurance on behalf of any person to the full extent permitted by the law of the State of Illinois as in effect at the time of the adoption of this By-law or as amended from time to time.
Item 7. Exemption from Registration Claimed.
     Not applicable.
Item 8. Exhibits.
     
Exhibit   Description
4.1
  Restated Articles of Incorporation of the Registrant are incorporated herein by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-21796) for the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 13, 2003.
 
    
4.2
  Amended and Restated By-Laws of the Registrant are incorporated herein by reference to Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-21796) for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 10, 2004.
 
    
4.3
  The Company’s 2006 Stock Incentive Plan is incorporated herein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2006.
 
    
4.4
  The Company’s Employee Stock Purchase Plan (as amended through May 17, 2006) is incorporated herein by reference to Exhibit B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2006.
 
    
5*
  Opinion of Sidley Austin LLP
 
    
23.1*
  Consent of PricewaterhouseCoopers LLP
 
    
23.2*
  Consent of Sidley Austin LLP is contained in Exhibit 5.
 
    
24
  Powers of Attorney (contained in the signature pages hereto)
 
*   Filed herewith

 

 

Item 9. Undertakings.
     (a) The Company hereby undertakes:
     (1) To file, during any period in which offers or sales are being made, a post-effective amendment to this registration statement:
     (i) To include any prospectus required by Section 10(a)(3) of the Securities Act;
     (ii) To reflect in the prospectus any facts or events arising after the effective date of the registration statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in the registration statement; and
     (iii) To include any material information with respect to the plan of distribution not previously disclosed in the registration statement or any material change to such information in the registration statement;
provided, however, that paragraphs (i) and (ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Commission by the registrant pursuant to Section 13 or Section 15(d) of the Exchange Act that are incorporated by reference in this registration statement.
     (2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.
     (b) For purposes of determining any liability under the Securities Act, each filing of the Company’s annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in the registration statement shall be deemed to be a new registration statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.
     (c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers and controlling persons of the Company pursuant to the provisions set forth above, or otherwise, the Company has been advised that in the opinion of the Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Company of expenses incurred or paid by a director, officer or controlling person of the Company in the successful defense of any action, suit or proceeding) is asserted by such director, officer or controlling person in connection with the securities being registered, the Company will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Act of 1933, the Company 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 Vernon Hills, State of Illinois, on the 17th day of May, 2006.
         
  CDW CORPORATION
 		  
  By:   /s/ Barbara A. Klein    
    Barbara A. Klein   
    Senior Vice President and
Chief Financial Officer 		  
 
POWER OF ATTORNEY AND SIGNATURES
     We, the undersigned officers and directors of CDW Corporation, hereby severally constitute and appoint Christine A. Leahy and Barbara A. Klein, our true and lawful attorneys, with full power to each of them, to sign for us in our names in the capacities indicated below all post-effective amendments to this registration statement, as amended, and generally to do all things in our names and on our behalf in such capacities to enable CDW Corporation to comply with the provisions of the Securities Act of 1933, as amended, and all requirements of the Securities and Exchange Commission.
     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 date indicated.
                 
By:
  /s/ John A. Edwardson
 
John A. Edwardson 		      Chairman of the Board and Chief Executive Officer
(Principal Executive Officer) 		  Dated: May 17, 2006 
 
                
By:
  /s/ Barbara A. Klein
 
Barbara A. Klein         		      Senior Vice President and Chief Financial Officer
(Principal Financial Officer) 		  Dated: May 17, 2006 
 
                
By:
  /s/ Sandra M. Rouhselang
 
Sandra M. Rouhselang 		      Vice President and Controller
(Principal Accounting Officer) 		  Dated: May 17, 2006 
 
                
By:
  /s/ Michelle L. Collins
 
Michelle L. Collins 		      Director   Dated: May 17, 2006 

 

 

                 
By:
  /s/ Casey G. Cowell
 
Casey G. Cowell 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Daniel S. Goldin
 
Daniel S. Goldin 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Thomas J. Hansen
 
Thomas J. Hansen 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Donald P. Jacobs
 
Donald P. Jacobs 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Stephan A. James
 
Stephan A. James 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Michael P. Krasny
 
Michael P. Krasny 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Terry L. Lengfelder
 
Terry L. Lengfelder 		      Director   Dated: May 11, 2006 
 
                
By:
  /s/ Susan D. Wellington
 
Susan D. Wellington 		      Director   Dated: May 17, 2006 
 
                
By:
  /s/ Brian E. Williams
 
Brian E. Williams 		      Director   Dated: May 15, 2006 

 

 

EXHIBIT INDEX
     
Exhibit   Description
4.1
  Restated Articles of Incorporation of the Registrant are incorporated herein by reference to Exhibit 3(a) to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-21796) for the quarter ended June 30, 2003 filed with the Securities and Exchange Commission on August 13, 2003.
 
    
4.2
  Amended and Restated By-Laws of the Registrant are incorporated herein by reference to Exhibit 3 to the Registrant’s Quarterly Report on Form 10-Q (File No. 0-21796) for the quarter ended March 31, 2004 filed with the Securities and Exchange Commission on May 10, 2004.
 
    
4.3
  The Company’s 2006 Stock Incentive Plan is incorporated herein by reference to Exhibit A to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2006.
 
    
4.4
  The Company’s Employee Stock Purchase Plan (as amended through May 17, 2006) is incorporated herein by reference to Exhibit B to the Registrant’s Definitive Proxy Statement on Schedule 14A filed with the Securities and Exchange Commission on April 7, 2006.
 
    
5*
  Opinion of Sidley Austin LLP
 
    
23.1*
  Consent of PricewaterhouseCoopers LLP
 
    
23.2*
  Consent of Sidley Austin LLP is contained in Exhibit 5.
 
    
24
  Powers of Attorney (contained in the signature pages hereto)
 
*   Filed herewith