8-K 1 FORM 8-K 1 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): May 16, 1996 CompUSA Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 0-19605 75-2261497 (Commission File Number) (I.R.S. Employer Identification No.). 14951 North Dallas Parkway Dallas, Texas 75240 (Address of principal executive offices) Registrant's telephone number, including area code: (214) 982-4000 Not Applicable (Former name or former address, if changed since last report.) 2 Item 5. Other Events. On May 16, 1996, CompUSA, Inc. (the "Company") announced that it had signed a definitive agreement to acquire PCs Compleat, Inc., a Delaware corporation, for approximately three million shares of the Company's common stock. The acquisition is expected to be consummated on or about May 30, 1996, subject to regulatory approval and customary closing conditions. A copy of the May 16, 1996 press release relating to the foregoing is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements and Exhibits (a) Financial statements of businesses being acquired: Not Applicable. (b) Pro forma financial information: Not Applicable. (c) Exhibits: 99.1 Press Release issued by CompUSA Inc., dated May 16, 1996 3 SIGNATURES 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. CompUSA Inc. Dated: May 20, 1996 By: /s/ James E. Skinner James E. Skinner Executive Vice President and Chief Financial Officer EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Press Release issued by CompUSA Inc., dated May 16, 1996 EX-99.1 2 PRESS RELEASE [COMP USA LOGO] Corporate Headquarters 14951 North Dallas Parkway Dallas, Texas 75240 NEWS RELEASE ------------ FOR IMMEDIATE RELEASE CONTACT: James E. Skinner Executive Vice President & CFO PHONE: (214) 982-4000 CompUSA INC. SIGNS DEFINITIVE AGREEMENT TO ACQUIRE PCs COMPLEAT, INC. FOR THREE MILLION SHARES OF COMMON STOCK DALLAS, May 16, 1996 -- CompUSA Inc. (NYSE: CPU), America's Largest Computer Superstore[Registered Trademark] retailer, announced today that it has signed a definitive agreement to acquire PCs Compleat, Inc., a Marlborough, Mass.-based direct reseller of brand-name microcomputers and peripherals, for approximately three million shares of CompUSA common stock. The acquisition, which is planned to be accounted for on a pooling-of-interest basis, is expected to close on or about May 30, 1996. The agreement is subject to regulatory approval and customary closing conditions. "This is a wonderful opportunity for both companies. The addition of PCs Compleat will enable CompUSA to expand our presence in the mail order channel, which is one of the fastest growing areas in the personal computing industry," stated Jim Halpin, CompUSA president and chief executive officer. "The combination of PCs Compleat's direct mail expertise and CompUSA's financial and operational strength will enable us to enhance our competitive position in the highly specialized mail order business and to deliver an even higher level of customer service." -more- "PCs Compleat and CompUSA share a commitment to customer service and operational excellence, and we are excited about becoming part of the CompUSA team," said Gordon Hoffstein, PCs Compleat chairman and chief executive officer. "We believe that by joining forces, we can build on PCs Compleat's leadership position among direct resellers and accelerate our growth in the mail order channel." PCs Compleat, founded in 1992, is one of the top "super direct" sources for brand-name personal computer products and services in the United States. The company's mission is to provide its customers with the broad selection of a superstore, the value and convenience of a direct marketer and superior service. PCs Compleat's operating strategy utilizes a centralized facility with integrated, state-of-the-art telephone, computer and distribution systems. CompUSA Inc. is the nation's leading retailer of microcomputers and related products and services, currently operating 98 Computer Superstores[Trademark Symbol] in 46 major metropolitan markets throughout the United States. In addition to retail customers, CompUSA Computer Superstores serve corporate, government, education and mail order customers. The Computer Superstores average 27,000 square feet and include technical service departments and classroom training facilities. Any matters discussed in this news release which are forward looking statements involve certain risks and uncertainties, including without limitation, changes in product demand, the availability of products, changes in competition, economic conditions, various inventory risks due to changes in market conditions and other risks detailed in the Company's Securities and Exchange Commission reports. -30-