-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, SGkjG00WVfPPiEkghC4dIoCsWyKZFswtb0ZkwzihQUvTgSgPKhEG2MDQqMt684Sx zr3cC0ViOpYt+JgqhJYQ+w== 0001047469-98-027977.txt : 19980723 0001047469-98-027977.hdr.sgml : 19980723 ACCESSION NUMBER: 0001047469-98-027977 CONFORMED SUBMISSION TYPE: S-3 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980722 SROS: NONE FILER: COMPANY DATA: COMPANY CONFORMED NAME: MICRO WAREHOUSE INC CENTRAL INDEX KEY: 0000892872 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 061192793 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: S-3 SEC ACT: SEC FILE NUMBER: 333-59561 FILM NUMBER: 98669459 BUSINESS ADDRESS: STREET 1: 535 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 BUSINESS PHONE: 2038994000 MAIL ADDRESS: STREET 1: 535 CONNECTICUT AVE CITY: NORWALK STATE: CT ZIP: 06854 S-3 1 S-3 As filed with the Securities and Exchange Commission on July 22, 1998 Registration No. 333- ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------ FORM S-3 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ------------------------ MICRO WAREHOUSE, INC. (Exact name of registrant as specified in its charter) DELAWARE 06-1192793 (State or other jurisdiction of (I.R.S. Employer incorporation or organization) Identification Number) 535 CONNECTICUT AVENUE NORWALK, CONNECTICUT 06854 (203) 899-4000 (Address, including ZIP Code, and telephone number, including area code, of registrant's principal executive offices) BRUCE L. LEV, ESQ. EXECUTIVE VICE PRESIDENT AND GENERAL COUNSEL MICRO WAREHOUSE, INC. 535 CONNECTICUT AVENUE NORWALK, CONNECTICUT 06854 (203) 899-4000 (Name, address, including ZIP Code, and telephone number, including area code, of agent for service) ------------------------ COPIES TO: RANDI L. STRUDLER, ESQ. JONES, DAY, REAVIS & POGUE 599 LEXINGTON AVENUE NEW YORK, NEW YORK 10022 (212) 326-3939 APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: As soon as practicable after this Registration Statement is declared effective. If the only securities being registered on this form are being offered pursuant to dividend or interest reinvestment plans, please check the following box. / / If any of the securities being registered on this form are to be offered on a delayed or continuous basis pursuant to Rule 415 under the Securities Act of 1933, other than securities offered only in connection with dividend or interest reinvestment plans, check the following box. / / If this Form is filed to register additional securities for an offering pursuant to Rule 462(b) under the Securities Act, please check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(c) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If this Form is a post-effective amendment filed pursuant to Rule 462(d) under the Securities Act, check the following box and list the Securities Act registration statement number of the earlier effective registration statement for the same offering. / / If delivery of the prospectus is expected to be made pursuant to Rule 434, please check the following box. / /
CALCULATION OF REGISTRATION FEE ====================== =================== ======================= ===================== ================== TITLE OF EACH CLASS PROPOSED MAXIMUM PROPOSED MAXIMUM OF SECURITIES TO BE AMOUNT TO BE AGGREGATE OFFERING AGGREGATE AMOUNT OF REGISTERED REGISTERED (1) PRICE PER SHARE (2) OFFERING PRICE (2) REGISTRATION FEE - ---------------------- ------------------- ----------------------- --------------------- ------------------ Common Stock, par value $.01 per share 350,000 shares $20.3125 $7,109,375.00 $2,100.00 ====================== =================== ======================= ===================== ==================
(1) The number of shares of Common Stock, par value $.01 per share, of the Registrant to be registered has been determined based on the estimated maximum number of shares of Common Stock to be issued in settlement of a lawsuit. (2) Estimated solely for the purpose of calculating the registration fee pursuant to 457(c) under the Securities Act of 1933, as amended (the "Securities Act"). THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THIS REGISTRATION STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE. - -------------------------------------------------------------------------------- Information contained herein is subject to completion or amendment. A registration statement relating to these securities has been filed with the Securities and Exchange Commission. These securities may not be sold nor may offers to buy be accepted prior to the time the registration statement becomes effective. This prospectus shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any State in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such State. - -------------------------------------------------------------------------------- Subject to Completion, dated July 22, 1998 PROSPECTUS 350,000 SHARES MICRO WAREHOUSE, INC. COMMON STOCK Micro Warehouse, Inc. (the "Company") will issue up to 350,000 shares of the Company's Common Stock, $.01 par value per share (the "Common Stock") (the "Settlement Shares") in connection with the settlement of lawsuits (the "Litigation") instituted against the Company, KPMG Peat Marwick LLP and certain individual defendants by certain purchasers of the Company's Common Stock (the "Plaintiffs"). The exact number of shares of Common Stock to be issued to the Plaintiffs will be determined by dividing $6.0 million by the per share price of the Common Stock as reported by The Nasdaq Stock Market ("Nasdaq") for the final transaction on the trading date that the Registration Statement of which this Prospectus forms a part becomes effective, less $0.375 per share, see "Plan of Distribution." The Settlement Shares will be distributed upon settlement of the Litigation to Kenneth A. Eldred, as Attorney-In-Fact, for the benefit of the Plaintiffs (the "Attorney-In-Fact"). The Company will distribute the Settlement Shares to the Attorney-in-Fact on the day of effectiveness of the Registration Statement of which this Prospectus forms a part. For a more detailed description of the Litigation and of the distribution of the Settlement Shares see "Plan of Distribution." On July 15, 1998, the closing bid price of the Company's Common Stock was $20 5/16 per share. The Company's Common Stock is traded on Nasdaq under the symbol "MWHS." ------------------------ FOR A DISCUSSION OF CERTAIN FACTORS THAT SHOULD BE CONSIDERED IN EVALUATING THE COMMON STOCK OFFERED HEREBY, SEE "RISK FACTORS" ON PAGE 5. THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE. ----------------------- The date of this Prospectus is , 1998. AVAILABLE INFORMATION The Company is subject to the informational requirements of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance therewith, files reports, proxy statements and other information with the Securities and Exchange Commission (the "Commission"). Such reports, proxy statements and other information can be inspected and copied at the public reference facilities maintained by the Commission at Judiciary Plaza, 450 Fifth Street, N.W., Washington, D.C. 20549, and at the public reference facilities maintained by the Commission at Citicorp Center, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661-2511, and at 7 World Trade Center, Suite 1300, New York, New York 10048. Copies of such materials can also be obtained at prescribed rates from the Public Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C. 20549. The Commission maintains a web site that contains reports, proxy and information statements and other information regarding registrants that file electronically with the Commission and that is located at http://www.sec.gov. Documents filed by the Company can also be inspected at the offices of The Nasdaq Stock Market, 1735 K Street, N.W., Washington, D.C. 20006. The Company has filed a Registration Statement on Form S-3 (the "Registration Statement") under the Securities Act of 1933, as amended (the "Securities Act"). This Prospectus omits certain of the information contained in the Registration Statement, and reference is hereby made to the Registration Statement and to the exhibits relating thereto for further information with respect to the Company and the securities offered hereby. Any statements contained herein concerning the provisions of any document are not necessarily complete, and in each instance reference is made to the copy of such document filed as an exhibit to the Registration Statement or otherwise filed with the Commission. Each such statement is qualified in its entirety by such reference. The Registration Statement, including the exhibits thereto, may be inspected without charge at the Commission's principal office in Washington, D.C., and copies of any and all parts thereof may be obtained from such office after payment of the fees prescribed by the Commission. ANNUAL AND QUARTERLY REPORTS This Prospectus is accompanied by a copy of the Company's Annual Report on Form 10-K for the year ended December 31, 1997 and its Quarterly Report on Form 10-Q for the quarter ended March 31, 1998, both as filed with the Commission. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE The Company hereby incorporates by reference into this Prospectus the Company's Annual Report on Form 10-K for the year ended December 31, 1997; and the Company's Quarterly Report on Form 10-Q for the quarter ended March 31, 1998. All documents subsequently filed by the Company pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, prior to the termination of the offering made hereby, shall be deemed incorporated by reference in this Prospectus and to be a part of this Prospectus from the date of the filing of such reports. Any statement contained herein or in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Prospectus to the extent that a statement contained herein or in any 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 Prospectus. Any person receiving a copy of this Prospectus may obtain, without charge, upon written or oral request, a copy of any of the documents incorporated by reference herein, except for the exhibits to such documents (other than the exhibits expressly incorporated in such documents by reference). Requests should be directed to: Micro Warehouse, Inc., 535 Connecticut Avenue, Norwalk, Connecticut 06854, Attention: Melinda LeVino, Director of Corporate Communications (telephone: (203) 899-4672). 2 INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS With the exception of the historical information contained in this Prospectus, the matters described herein contain forward-looking statements that involve risks and uncertainties including but not limited to economic, competitive, governmental, technological and litigation factors outside of the control of the Company. These factors more specifically include: uncertainties attributable to Internet commerce generally; uncertainties surrounding the demand for and supply of products manufactured by and compatible with those of Apple Computer, Inc. products; competition from other catalog, retail store, on-line and other resellers of computer products; issues surrounding the Company's European businesses; uncertainties surrounding the implementation of programs and activities described in the Company's December 1997 announced restructuring; and the ultimate outcome of the SEC formal investigation brought in connection with the Company's reported accounting errors. These and other factors are described in (i) this Prospectus under "Risk Factors", (ii) the Company's Annual Report on Form 10-K for the year ended December 31, 1997 in the sections of Management's Discussion and Analysis of Financial Condition and Results of Operations captioned "Liquidity and Capital Resources," "Impact of Inflation and Seasonality", and "Outlook" and (iii) the Company's Quarterly Report on Form 10-Q for the three months ended March 31, 1998 in the sections of Management's Discussion and Analysis of Financial Condition and Results of Operations captioned "Liquidity and Capital Resources" and "Outlook". Forward-looking statements are typically identified by the words "believe," "expect," "anticipate," "intend," "estimate," and similar expressions. Readers are cautioned not to place undue reliance on these forward-looking statements, which speak only as of their dates. 3 THE COMPANY Micro Warehouse, Inc. (the "Company") is a specialty catalog retailer and direct marketer of brand name personal computers, computer software, accessories, peripheral and networking products to commercial and consumer customers. The Company markets its products through frequent mailings of its distinctive, colorful catalogs, Internet catalog and auction web sites and telemarketing account managers who focus on corporate, education and government accounts. The Company offers brand name hardware and software from leading vendors such as Adobe, Apple, 3Com, Compaq, Hewlett Packard, IBM, Iomega, Microsoft, Motorola, and Toshiba. Through its four core catalogs, MicroWarehouse, MacWarehouse, Data Comm Warehouse and Inmac, various specialty catalogs and its Internet sites, the Company offers a broad assortment of more than 30,000 computer products at competitive prices. With colorful illustrations, concise product descriptions and relevant technical information, each catalog title focuses on a specific segment of the computer market. The catalogs are recognized as a leading source for computer hardware, software and other products. During the year ended December 31, 1997 the Company distributed approximately 124 million catalogs worldwide and as of December 31, 1997 the Company had approximately 2.2 million customers who had purchased products within the last 12 months. International operations represented 30% of the Company's sales in 1997. In 1991 the Company established full-service, direct marketing operations in the United Kingdom. In late 1992 the Company began operations in France and Germany and in 1993 and 1994 acquired companies or initiated operations in Sweden, Denmark, Norway, the Netherlands, Belgium, Finland and France. In this same time frame, the Company also expanded into the non-European markets of Japan, Canada and Mexico. In 1995 the Company acquired businesses in the United Kingdom, Germany, Australia and Switzerland. In 1996 the Company acquired Santa Clara, California-based Inmac Corp. ("Inmac"). Inmac was a leading international direct-response marketer of a wide range of personal computer and networking products with operations in the United States, Canada, France, Germany, the Netherlands, Sweden and the United Kingdom. In 1996 the Company discontinued its Macintosh-only operations in Belgium and Switzerland. The Company currently publishes catalogs in seven countries outside the United States and distributed approximately 25 million catalogs internationally in the year ended December 31, 1997. See note 12 to notes to consolidated financial statements contained in the Company's Annual Report on Form 10-K for the year ended December 31, 1997 for information regarding the Company's operations in different geographic areas. In November 1996 the Company completed the acquisition of the business of USA Flex, a Bloomingdale, Illinois direct marketer of IBM PC-compatible ("Wintel") personal computer products. USA Flex had been successful in acquiring customers and building its business from advertisements placed in domestic computer publications, particularly Computer Shopper. In July 1997 the Company acquired Online Interactive Inc. ("OLI"), a Seattle, Washington-based electronic software reselling business. OLI offered customers the ability to purchase and download software via the Internet. In December 1997 the Company announced a major restructuring of its operations. The restructuring objectives were to simplify the Company's business worldwide, reduce the Company's cost structure, eliminate certain unprofitable businesses and concentrate efforts on the productivity of the sales force and the continued growth of the Wintel business. In connection with this restructuring the Company discontinued its Macintosh-dependent operations in Australia and Japan and completed the sale of three small Macintosh-dependent operations in Denmark, Norway and Finland. In the United States the Company consolidated its under-performing businesses, USA Flex and OLI, into the Company's existing New Jersey and Connecticut facilities. In addition, the Company reorganized its domestic sales force. These measures involved eliminating approximately 600 positions or 14% of the workforce. The Company maintains a full-service distribution center in Wilmington, Ohio, totaling approximately 331,600 square feet and telemarketing centers in Lakewood and Gibbsboro, New Jersey, and South Norwalk, Connecticut. The Company operates 24 hours a day, seven days a week in the United States. The Company also operates telemarketing and distribution facilities in the United Kingdom, France, Germany, Sweden, the Netherlands, Canada and Mexico. The Company's international operations generally use the same distribution and order processing computer systems and are able to exchange data with United States operations. The Company began operations in 1987 as a Connecticut corporation and was reincorporated in Delaware on October 2, 1992. The Company's principal executive offices are located at 535 Connecticut Avenue, Norwalk, Connecticut 06884, and its telephone number at such address is (203) 899-4000. 4 RISK FACTORS IN ADDITION TO THE OTHER INFORMATION CONTAINED IN THIS PROSPECTUS, PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE FACTORS DISCUSSED BELOW IN EVALUATING THE COMPANY AND ITS BUSINESS. THIS PROSPECTUS CONTAINS FORWARD-LOOKING STATEMENTS WHICH INVOLVE RISKS AND UNCERTAINTIES. THE COMPANY'S ACTUAL RESULTS COULD DIFFER MATERIALLY FROM THOSE ANTICIPATED IN THESE FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE SET FORTH IN THE FOLLOWING RISK FACTORS AND ELSEWHERE IN THIS PROSPECTUS. SEE "INFORMATION CONCERNING FORWARD-LOOKING STATEMENTS." CHANGES IN THE APPLE MICROCOMPUTER MARKET The Company depends in large part on sales of hardware and software products for users of Apple Macintosh computers. These products represented approximately 35% of the Company's net sales for the quarter ended March 31, 1998. Published reports indicate that the level of demand for Apple Macintosh products continues to be uncertain. By the end of 1997 the Apple "clone" market had essentially disappeared. Apple also announced more restrictive price protection and other terms for 1998 and has reduced the level of advertising allowances and incentives available to resellers. Apple has also significantly restricted the number of authorized resellers of its products and has commenced direct competition with the Company and other resellers on the Internet. In addition to the continuing impact of these matters, other ongoing uncertainties concerning Apple may adversely affect the Company's worldwide Macintosh-related sales and the Company's business, financial condition and results of operations. REDUCTION IN INCENTIVE PROGRAMS; SHIFTING OF INVENTORY RISK The Company acquires products for resale both directly from manufacturers and indirectly through distributors and other sources. Many of these manufacturers and distributors have historically provided the Company with incentives in the form of supplier reimbursements, price protection payments, rebates and other similar arrangements. The increasingly competitive environment between and amongst computer hardware manufacturers has already resulted in reduction and/or elimination of some of these incentive programs. Additionally, the return rights historically offered by manufacturers have become more limited. Manufacturers are also taking steps to reduce their inventory exposure by supporting "build to order" programs in which distributors and resellers are being authorized to directly manufacture computer hardware. This trend is part of an overall effort by manufacturers to reduce their costs and shift the burden of inventory risk to resellers like the Company, which could have a material adverse effect on the Company's business, financial condition and results of operations. FOREIGN OPERATIONS In addition to its activities in the United States, 30% of the Company's 1997 sales were generated internationally. Foreign operations are subject to general risks attendant to the conduct of business in each foreign country, including economic uncertainties and each foreign government's regulations. In addition, the Company's international business may be affected by changes in demand or pricing resulting from fluctuations in currency exchange rates or other factors. PRIVACY CONCERNS WITH RESPECT TO LIST DEVELOPMENT AND MAINTENANCE The Company mails catalogs and sends electronic messages to names in its proprietary customer database and to potential customers whose names are obtained from rented or exchanged mailing lists. There has been increasing world-wide public concern regarding right to privacy issues involved with the rental and use of customer mailing lists and other customer information. Any domestic or foreign legislation enacted limiting or prohibiting these practices could have a material adverse effect on the Company's business, financial condition and results of operations. MANAGEMENT INFORMATION SYSTEMS The Company's success is dependent on the accuracy and proper utilization of its management information systems, including its telephone system. The Company's ability to manage its inventory and accounts receivable collections; to purchase, sell and ship its products efficiently and on a timely basis; and to maintain its operations is dependent upon the quality and effective utilization of the information generated by its management information systems. The Company recognizes the need to continually upgrade its management information systems to most effectively manage its operations 5 and customer data base. In that regard, the Company anticipates that it will, from time to time, require software and hardware upgrades for its present management information systems. INCREASES IN POSTAGE, SHIPPING AND PAPER COSTS Increases in postal or shipping rates and paper costs could have a significant impact on the cost of production and mailing of the Company's catalogs and the shipment of customer orders. Postage prices and shipping rates increase periodically, and the Company has no control over increases that may occur in the future. The United States Postal Service has recently approved an increase in postal rates which could go into effect in 1998. Paper prices historically have been cyclical and significant increases have been experienced by the Company in the past. Significant increases in postal or shipping rates and paper costs could have a material adverse effect on the Company's business, financial condition and result of operations, particularly to the extent the Company is unable to pass on such increases directly to its customers or offset such increases by reducing other costs. In addition, strikes or other service interruptions by the postal service or third party couriers, such as Airborne Express, could adversely affect the Company's ability to deliver products on a timely basis. QUARTERLY FLUCTUATIONS AND SEASONALITY The Company's sales and results of operations have fluctuated and are expected to continue to fluctuate on a quarterly basis as a result of a number of factors, including: the condition of the microcomputer industry in general; shifts in demand for hardware and software products; industry shipments of new products or upgrades; the timing of new merchandise and catalog offerings; fluctuations in response rates; fluctuations in postage, paper, shipping and printing costs and in merchandise returns; adverse weather conditions that affect response, distribution or shipping; shifts in the timing of holidays; and changes in the Company's product offerings. The Company's operating expenditures are based on sales forecasts. If revenues do not meet expectations in any given quarter, operating results may be materially adversely effected. In addition, customer response rates are subject to variations. The first and last quarters of the year generally have higher response rates while the two middle quarters typically have lower response rates. The slower quarters are impacted by the summer months, particularly in Europe. STOCK VOLATILITY The technology sector of the United States stock markets has experienced substantial volatility in recent periods. Numerous conditions which impact the technology sector or the stock market in general or the Company in particular, whether or not such events relate to or reflect upon the Company's operating performance, could adversely affect the market price of the Company's Common Stock. Furthermore, fluctuations in the Company's operating results, announcements regarding litigation, the loss of a significant vendor, increased competition, reduced vendor incentives and trade credit, higher postage and operating expenses, and other developments, could have a significant impact on the market price of the Company's Common Stock. COMPETITION The direct marketing industry and the computer products retail business, in particular, are highly competitive. The Company competes with consumer electronic and computer retail stores, including superstores, and other direct marketers of hardware and software and computer related products. Certain hardware and software vendors are selling their products directly through their own catalogs and over the Internet. Certain competitors of the Company have financial, marketing and other resources greater than those of the Company. There can be no assurance that the Company can continue to compete effectively against existing competitors or new competitors that may enter the market. In addition, price is an important competitive factor in the personal computer hardware and software market and there can be no assurance that the Company will not be subject to increased price competition. An increase in the amount of competition faced by the Company or its failure to compete effectively against its competitors could have a material adverse effect on the Company's business, financial condition and results of operations. 6 ACQUISITIONS STRATEGY The Company plans to continue to pursue acquisitions of complementary businesses. However, there can be no assurance that suitable acquisitions will be available to the Company on acceptable terms, that financing for future acquisitions will be available on acceptable terms, that future acquisitions will be advantageous to the Company or that anticipated benefits of such acquisitions will be realized. The pursuit, timing and integration of possible future acquisitions may cause substantial fluctuations in operating results. STATE SALES TAX COLLECTION The Company presently collects state sales tax, or other similar tax, only on sales of products to residents of the states of New Jersey, Connecticut, Ohio, Illinois, Washington and Virginia. Various states have tried to impose on direct marketers the burden of collecting state sales taxes on the sale of products shipped to state residents. The United States Supreme Court has affirmed its position that it is unlawful for a state to impose state sales tax collection obligations on an out-of-state mail order company whose only contacts with the state are the distribution of catalogs and other advertising materials through the mail and subsequent delivery of purchased goods by parcel post and interstate common carriers. However, it is possible that legislation may be passed to overturn such decision or the Supreme Court may change its position. Additionally, it is currently uncertain as to whether electronic commerce, which will likely include the Company's Internet and auction web site's sales activities, will be subject to state sales tax. The imposition of new state sales tax collection obligations on the Company in states to which it ships products would result in additional administrative expenses to the Company and could result in price increases to the customer, which could adversely affect the Company's business, financial condition and results of operations. LITIGATION The Company will pay $19.0 million in settlement of the Litigation. On an after tax basis and taking into account a contribution from a non-affiliated source, the Company expects to record a charge of approximately $15.8 million in the second quarter of 1998 in connection with the settlement. For a more detailed description of the Litigation, see"Plan of Distribution." In addition to the charge for the settlement of the Litigation, a pre-tax charge of $20.7 million was recorded in the third quarter of 1997 for the then proposed settlements of the consolidated class action and derivative lawsuit that arose out of the facts underlying the Company's announcements in September and October, 1996 that it intended to restate certain prior financial statements covering years 1992 through 1995. The charge of $20.7 million was comprised of $31.6 million for settlements of the consolidated class action and derivative lawsuit including estimated legal fees, offset by insurance proceeds of $10.9 million. The settlements received final approval by the United States District Court on June 2 and 3, 1998 and the relevant periods for appeal have expired. In addition, the staff of the Securities and Exchange Commission ("SEC") is conducting a formal investigation into the events underlying the restatement of prior years financial statements. YEAR 2000 The Company uses software and related technologies throughout its business that will be affected by the Year 2000 problem common to most businesses concerning the inability of information systems, primarily computer software programs, to properly recognize and process date sensitive information as the year 2000 approaches. The Company is evaluating its software operating systems to improve its operations and achieve Year 2000 compliance. As a result, the Company will modify certain of its software operating systems and is in the process of replacing its financial software systems. The Company is presently finalizing its estimates with respect to such costs and expects that such costs will not be material to the Company's results of operations, though there can be no assurance in this regard. In addition, the Year 2000 problem may adversely affect the manufacturers of the products that the Company resells to its customers. While the Company believes that the manufacturers of such products fully intend to achieve Year 2000 compliance, there can be no assurance they will or of the impact on the Company that any such failure may cause. 7 CERTAIN PROVISIONS OF THE COMPANY'S CERTIFICATE OF INCORPORATION The Company's certificate of incorporation contains provisions that may have the effect of delaying, deferring, or preventing a change in control of the Company. The certificate of incorporation authorizes the issuance of up to 50,000,000 shares of the Company's Common Stock and 100,000 shares of preferred stock of the Company. The Board of Directors has the power to determine the price and terms under which any additional capital stock may be issued and to fix the terms of the Company's Preferred Stock, and the Company's existing stockholders will not have preemptive rights with respect thereto. See "Description of Capital Stock." USE OF PROCEEDS There will be no cash proceeds to the Company from the issuance of the Settlement Shares. PLAN OF DISTRIBUTION The Settlement Shares offered hereby will be issued to the Attorney-In-Fact for the benefit of the Plaintiffs in connection with the settlement of the Litigation. The Litigation originated with the filing of an action in 1996 against the Company, certain of its directors and officers and KPMG Peat Marwick LLP, the Company's independent accountants, and is comprised of a consolidation of lawsuits brought in the Superior Court of the State of California for the County of Santa Clara by the Plaintiffs. The Plaintiffs, who are several former shareholders of Inmac Corporation ("Inmac"), allege violations by the Company and certain of its directors and officers of various provisions of the federal securities laws in connection with the Company's acquisition, by merger, of Inmac in 1996, including that there were various misstatements and omissions made concerning the Company's financial performance and position. While the defendants deny any wrongdoing or liability, they recognize the risks and uncertainties inherent in major litigation of this kind, and have agreed to the settlement in order to eliminate those risks and uncertainties and to avoid substantial expenses and the inconvenience and distraction of burdensome and protracted litigation. Pursuant to the settlement of the Litigation, the Company will fund a portion of the settlement with Common Stock having a value of $6.0 million with the remainder of the settlement to be funded in cash. The number of shares of Common Stock of the Company required to fund a portion of the settlement shall be determined by dividing $6.0 million by the per share price of the Common Stock as reported by Nasdaq for the final transaction on the trading date that the Registration Statement of which this Prospectus forms a part becomes effective, less $0.375 per share. For example, using the closing bid price of the Company's Common Stock on July 15, 1998 of $20 5/16 as reported by Nasdaq, this formulation would result in 300,940 Settlement Shares being issued to the Plaintiffs. The holders of the Settlement Shares may sell such shares pursuant to any of the following methods: (a) a block trade in which the broker or dealer so engaged will attempt to sell the shares as agent but may position and resell a portion of the block as principal to facilitate the transaction; (b) purchases by a broker or dealer as principal and resale by such broker or dealer for its own account; (c) exchange distributions and/or secondary distributions in accordance with the rules of Nasdaq; (d) ordinary brokerage transactions in which the broker solicits purchasers; and (e) privately negotiated transactions. DESCRIPTION OF CAPITAL STOCK AUTHORIZED CAPITAL STOCK The Company's certificate of incorporation provides that the authorized capital stock of the Company consists of 50,000,000 shares of Common Stock of which 34,760,519 were issued and outstanding as of June 30, 1998 and 100,000 shares of preferred stock, $0.01 par value per share ("Preferred Stock"), none of which were issued and outstanding as of June 30, 1998. COMMON STOCK Each holder of Common Stock is entitled to one vote for each share held of record on each matter submitted to a vote of stockholders and does not have cumulative voting rights. Accordingly, the holders of a majority of the shares of Common Stock entitled to vote in any election of directors may elect all of the directors standing for election. Subject 8 to any preferences which may be granted to the holders of Preferred Stock, each holder of Common Stock is entitled to receive ratably such dividends, if any, as may be declared by the Board of Directors out of funds legally available therefor, as well as any distributions to the stockholders upon liquidation, dissolution or winding up of the Company. Each holder of Common Stock is entitled to share ratably in all assets of the Company remaining after payment of all debts and other liabilities and subject to the prior rights of any outstanding Preferred Stock. Holders of Common Stock have no conversion, redemption, subscription or preemptive rights or other rights to subscribe for additional shares. The outstanding shares of Common Stock are, and the shares to be received in this offering will be, validly issued, fully paid and nonassessable. The rights, preferences and privileges of holders of Common Stock are subject to, and may be adversely effected by, the rights of the holders of shares of any series of Preferred Stock which the Company may designate and issue in the future. PREFERRED STOCK The Board of Directors, without stockholder approval, may issue shares of Preferred Stock in one or more series and may fix or alter the rights, preferences, privileges and restrictions, including the voting rights, redemption provisions (including sinking funds provisions), dividend rights, dividend rates, liquidation rates, liquidation preferences and conversion rights. The issuance of Preferred Stock could decrease the amount of earnings the Company has available for distribution to holders of Common Stock or adversely effect the rights and powers, including voting rights, of the holders of Common Stock. Further, the issuance of Preferred Stock could have the effect of delaying, deferring, or preventing a change in control of the Company without further action by the stockholders. STOCKHOLDER RIGHTS PLAN In June 1996, the Company adopted a Stockholder Rights Plan pursuant to which the Company distributed a dividend of one right (a "Right") for each outstanding share of Common Stock. Each Right entitles stockholders to buy one one-thousandth of a share of Series A Junior Participating Preferred Stock, par value $.01 per share (the "Preferred Share") at a price of $110.00 per one one-thousandth of a Preferred Share upon the occurrence of certain events. The Rights become exercisable if a person acquires 20% or more of the outstanding Common Stock of the Company or announces a tender offer that would result in such person owning 20% or more of the Company's Common Stock (collectively an "Acquiring Person"). The Rights expire on June 27, 2006 unless otherwise extended or the Rights are redeemed or exchanged. The Company may redeem the Rights in whole, but not in part, at a price of $.001 per Right, at any time prior to such time as a person becomes an Acquiring Person. CERTAIN CORPORATE GOVERNANCE MATTERS The Company's certificate of incorporation and by-laws provide, in general, that (a) subject to certain restrictions, vacancies on the Board of Directors and newly created directorships resulting from any increase in the authorized number of directors may be filled by a majority of the directors then in office, though less than a quorum, or by a sole remaining director, and the directors so chosen shall hold office until the next annual election and until their successors are duly elected and qualified, unless sooner displaced, (b) the Board of Directors has the authority to fix the compensation of directors, and (c) the Board of Directors has the authority to adopt, amend or repeal the by-laws. Furthermore, the Company is subject to Section 203 of the Delaware General Corporation Law. The foregoing provisions of the Company's certificate of incorporation and its by-laws may discourage or make more difficult the acquisition of control of the Company by means of a tender offer, open market purchase, proxy contest, or otherwise. These provisions are intended to discourage or may have the effect of discouraging certain types of coercive takeover practices and inadequate takeover bids and to encourage persons seeking to acquire control of the Company first to negotiate with the Company. The Company's management believes that the foregoing measures, many of which are substantially similar to the takeover-related measures in effect for many other publicly held companies, provide benefits by enhancing the Company's potential ability to negotiate with the proponent of an unfriendly or unsolicited proposal to take over or restructure the Company that outweigh the disadvantages of discouraging such proposals because, among other things, negotiation of such proposals could result in an improvement of their terms. TRANSFER AGENT AND REGISTRAR Boston EquiServe L.P. is the transfer agent and registrar for the Common Stock. 9 LEGAL MATTERS The validity of the Common Stock offered hereby has been passed upon for the Company by Bruce L. Lev, Esq., Executive Vice President, Secretary and General Counsel of the Company. EXPERTS The consolidated financial statements and schedules of Micro Warehouse, Inc. as of December 31, 1997 and 1996, and for each of the years in the three year period ended December 31, 1997, have been incorporated by reference herein in reliance upon the report of KPMG Peat Marwick LLP, independent certified public accountants, also incorporated by reference herein, and upon the authority of said firm as experts in accounting and auditing. To the extent that KPMG Peat Marwick LLP audits and reports on financial statements of Micro Warehouse, Inc. issued at future dates, and consents to the use of their report thereon, such financial statements also will be incorporated by reference in the Registration Statement of which this Prospectus is a part in reliance upon their report and said authority. 10 NO PERSON HAS BEEN AUTHORIZED 350,000 SHARES IN CONNECTION WITH THE OFFERING HEREBY TO GIVE ANY INFORMATION OR TO MAKE ANY REPRESENTATION MICRO WAREHOUSE, INC. NOT CONTAINED IN THIS PROSPECTUS AND, IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST COMMON STOCK NOT BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY ANY SECURITIES --------------------- TO ANY PERSON OR BY ANYONE IN ANY JURISDICTION WHERE SUCH OFFER OR PROSPECTUS SOLICITATION WOULD BE UNLAWFUL. NEITHER THE DELIVERY OF THIS --------------------- PROSPECTUS NOR ANY SALE MADE HEREUNDER SHALL, UNDER ANY CIRCUMSTANCES, CREATE ANY IMPLICATION THAT THE INFORMATION CONTAINED HEREIN IS CORRECT AS OF ANY DATE SUBSEQUENT TO THE DATE HEREOF. ---------------------- TABLE OF CONTENTS PAGE AVAILABLE INFORMATION 2 ANNUAL AND QUARTERLY REPORTS 2 INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE 2 THE COMPANY 4 RISK FACTORS 5 USE OF PROCEEDS 8 , 1998 PLAN OF DISTRIBUTION 8 DESCRIPTION OF CAPITAL STOCK 8 LEGAL MATTERS 10 EXPERTS 10 PART II INFORMATION NOT REQUIRED IN PROSPECTUS ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION The estimated expenses to be incurred in connection with the issuance and distribution of the securities covered by this Registration Statement are estimated as follows: Securities and Exchange Commission filing fee $ 2,100.00 Printing expenses 100.00 Accounting fees and expenses 5,000.00 Legal fees and expenses 15,000.00 Miscellaneous $ 800.00 -------------- Total $ 23,000.00 ============== The Plaintiffs are bearing no portion of the expenses of the offering. ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS The Company's certificate of incorporation and by-laws provide for the indemnification of the directors, officers, employees and agents of the Company and its subsidiaries to the fullest extent that may be permitted by Delaware law from time to time. Under Delaware law, directors, officers, employees and other individuals may be indemnified against expenses (including attorneys' fees), judgments, fines and amounts paid in settlement in connection with specified actions, suits or proceedings, whether civil, criminal, administrative or investigative (other than an action by or in the right of the corporation (a "derivative action")) if they acted in good faith and in a manner they reasonably believed to be in or not opposed to the best interests of the Company and, with respect to any criminal action or proceeding, had no reasonable cause to believe their conduct was unlawful. A similar standard of care is applicable in the case of a derivative action, except that indemnification only extends to expenses (including attorneys' fees) incurred in connection with defense or settlement of such an action and Delaware law requires court approval before there can be any indemnification of expenses where the person seeking indemnification has been found liable to the Company. The certificate provides, among other things, that the Company will, to the fullest extent permitted by Section 145 of the General Corporation law of Delaware, as the same may be amended and supplemented, indemnify any and all persons whom it shall have power to indemnify under such section from and against any and all of the expenses, liabilities or other matters referred to in or covered by such section, and the indemnification provided for therein shall not be deemed exclusive of any other rights to which those indemnified may be entitled under any law, agreement, vote of stockholders or disinterested directors or otherwise, both as to action in their official capacity and as to action in another capacity while holding such office, and shall continue as to a person who has ceased to be a director, officer, employee or agent and shall inure to the benefit of the heirs, executors and administrators of such a person. The certificate also includes a provision eliminating directors' exposure to liability for monetary damages for breaches of their fiduciary duty of care as directors. The provision does not eliminate the directors' (i) liability for monetary damages for breach of the duty of loyalty to the Company or its stockholders, (ii) liability for acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, (iii) liability for the improper purchase or redemption of stock or the payment of improper dividends, and (iv) liability for any transaction from which a director received an improper personal benefit. In addition, the provision does not apply to claims made against directors by third parties or to persons who are officers as well as directors when acting in their capacities as officers. The Company is a party to indemnification agreements (the "Indemnification Agreements") with each of its officers and directors (each an "Indemnitee"). Under these Indemnification Agreements, the Company must indemnify an Indemnitee to the fullest extent permitted by Delaware Law for losses and expenses incurred in connection with actions in which the Indemnitee is involved by reason of having been a director or employee of the Company. The Company is also obligated to advance expenses an Indemnitee may incur in connection with such actions before any resolution of the action, and the Indemnitee may sue to enforce his or her right to indemnification or advancement of expenses. II-1 The Company also maintains an insurance policy insuring its directors and officers against liability for certain acts and omissions while acting in their official capacities. II-2 ITEM 16. EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 3.1******** Amended and Restated Certificate of Incorporation of the Company 3.2******** Amended and Restated By-Laws of the Company 4.1* Stockholders Rights Plan dated June 27, 1996 5.1 Opinion of Bruce L. Lev, Esq. 10.1** 1992 Stock Option Plan 10.2*** Amendment No. 1 to 1992 Stock Option Plan 10.3**** Amendment No. 2 to 1992 Stock Option Plan 10.4******** Amended and Restated 1994 Stock Option Plan 10.5** Lease Agreements between C.P. Lakewood, L.P. and the Company relating to the Lakewood, New Jersey facilities 10.6** Lease Agreement between Miller-Valentine Partners and the Company relating to the Wilmington, Ohio facility 10.7** Lease Agreement between Peter Godfrey and the Company relating to the South Norwalk, Connecticut facility 10.8** (a)Lease Agreement between Hialet Associates and the Company relating to a South Norwalk, Connecticut facility (53 Water Street) 10.9** (b)Lease Agreement between Hialet Associates and the Company relating to a South Norwalk, Connecticut facility (29 Haviland Street) 10.10** Lease Agreement between 50 Water Street Associates and the Company relating to the South Norwalk, Connecticut facility 10.11** Lease between Union Square Assoc. Ltd. Part. and the Company relating to the South Norwalk, Connecticut facility 10.12** Lease Agreement between South Norwalk Redevelopment Partnership and the Company relating to the South Norwalk, Connecticut facility 10.13** Second Amendment to Lease Agreement between Peter Godfrey and the Company relating to the South Norwalk, Connecticut facility (47 Water Street) 10.14** Second Amendment to Lease Agreement between Hialet Associates and the Company relating to the South Norwalk, Connecticut facility (53 Water Street) 10.15***** Lease Agreement between BBS Norwalk One Inc. and the Company relating to the Norwalk, Connecticut facility 10.16*** Employment Agreement between Peter Godfrey and the Company 10.17** Employment Agreement between Stephen England and the Company 10.18****** Employment Agreement between Adam W. Shaffer and the Company 10.19****** Amendment to Employment Agreement between Adam W. Shaffer and the Company 10.20******* Employment Agreement between Linwood A. Lacy, Jr. and the Company 10.21******* Amendment to Employment Agreement between Linwood A. Lacy, Jr. and the Company 10.22*** Employment Agreement between Bruce L. Lev and the Company 10.23******** Consulting Services Agreement between Felix Dennis and the Company, as amended 10.24******** Form of Indemnification Agreement with Officers and Directors 10.25******** Amended and Restated Credit Agreement among the Company, the Subsidiaries of the Company, and The Chase Manhattan Bank dated as of December 31, 1997 10.26******** Resignation Agreement by and between Linwood A. Lacy, Jr. and the Company dated December 8, 1997 10.27******** Resignation Agreement by and between Kris Rogers and the Company dated January 28, 1998 II-3 11******** Statement re Computation of Per Share Earnings 21.1******** Subsidiaries of the Company 23.1 Consent of Independent Auditors 23.2 Consent of Bruce L. Lev, Esq. (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 27******** Financial Data Schedule * Incorporated by reference to the Company's Registration Statement on Form 8-A (File No. 00-20730) ** Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-53100) *** Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year 1995 **** Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year 1996 ***** Incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1994 ****** Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-66066) ******* Incorporated by reference to the Company's Form 10-Q for the quarter ended September 30, 1996 ******** Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year 1997 ITEM 17. UNDERTAKINGS The Registrant 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 of 1933, as amended (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. Notwithstanding the foregoing, any increase or decrease in volume of securities offered (if the total dollar value of securities offered would not exceed that which was registered) and any deviation from the low or high end of the estimated maximum offering range may be reflected in the form of a prospectus filed with the Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume and price represent no more than a 20% change in the maximum aggregate offering price set forth in the "Calculation of Registration Fee" table in the effective registration statement; and (iii) to include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement; provided, however, that paragraphs (A)(1)(i) and (A)(1)(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 by the registrant pursuant to Section 13 or Section 15(d) of the Securities Exchange Act of 1934, as amended (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; II-4 (4) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant's annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act that is incorporated by reference in this 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. (5) That, for purposes of determining any liability under the Securities Act, the information omitted from the form of prospectus filed as part of this Registration Statement in reliance upon Rule 430A and contained in a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or (4) or 497(h) under the Securities Act shall be deemed to be part of this Registration Statement as of the time it was declared effective and (ii) for the purpose of determining any liability under the Securities Act, each post-effective amendment that contains a form of prospectus 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. Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant 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 Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant 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 Registrant 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. II-5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Norwalk, State of Connecticut on July 20, 1998. MICRO WAREHOUSE, INC. By: /s/ Peter Godfrey -------------------------------- Peter Godfrey Chairman of the Board of Directors, President and Chief Executive Officer SIGNATURES AND POWER OF ATTORNEY Each person whose signature appears below constitutes and appoints Peter Godfrey and Bruce L. Lev, and each of them, his true and lawful attorneys-in-fact and agents, with full power of substitution and resubstitution for him and in his name, place and stead in any and all capacities, to sign any and all amendments (including post-effective amendments) to this Registration Statement (or any other registration statement for the same offering that is to be effective upon filing pursuant to Rule 462(b) under the Securities Act) and to file the same, with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, and to take such actions in, and file with the appropriate authorities in, whatever states said attorneys-in-fact and agents, and each of them, shall determine, such applications, statements, consents and other documents as may be necessary or expedient to register securities of the Company for sale, granting unto said attorneys-in-fact and agents full power and authority to do and perform each and every act and thing requisite or necessary to be done in and about the premises, as fully to all intents and purposes as he might or could do in person, hereby ratifying and conforming all that said attorneys-in-fact and agents, or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof and the registration hereby confers like authority on its behalf. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated: Signature Title Date /s/ Peter Godfrey Chairman of the Board of July 20, 1998 - ------------------------- Directors, President and Chief Peter Godfrey Executive Officer (Principal Executive Officer) /s/ Wayne P. Garten Executive Vice President and July 20, 1998 - ------------------------- Chief Financial Officer (Principal Wayne P. Garten Financial Officer and Principal Accounting Officer) Director July 20, 1998 - ------------------------- Felix Dennis /s/ Frederick H. Fruitman Director July 20, 1998 - ------------------------- Frederick H. Fruitman /s/ Joseph M. Walsh Director July 20, 1998 - ------------------------- Joseph M. Walsh INDEX TO EXHIBITS EXHIBIT NUMBER DESCRIPTION OF EXHIBIT 3.1******** Amended and Restated Certificate of Incorporation of the Company 3.2******** Amended and Restated By-Laws of the Company 4.1* Stockholders Rights Plan dated June 27, 1996 5.1 Opinion of Bruce L. Lev, Esq. 10.1** 1992 Stock Option Plan 10.2*** Amendment No. 1 to 1992 Stock Option Plan 10.3**** Amendment No. 2 to 1992 Stock Option Plan 10.4******** Amended and Restated 1994 Stock Option Plan 10.5** Lease Agreements between C.P. Lakewood, L.P. and the Company relating to the Lakewood, New Jersey facilities 10.6** Lease Agreement between Miller-Valentine Partners and the Company relating to the Wilmington, Ohio facility 10.7** Lease Agreement between Peter Godfrey and the Company relating to the South Norwalk, Connecticut facility 10.8** (a)Lease Agreement between Hialet Associates and the Company relating to a South Norwalk, Connecticut facility (53 Water Street) 10.9** (b)Lease Agreement between Hialet Associates and the Company relating to a South Norwalk, Connecticut facility (29 Haviland Street) 10.10** Lease Agreement between 50 Water Street Associates and the Company relating to the South Norwalk, Connecticut facility 10.11** Lease between Union Square Assoc. Ltd. Part. and the Company relating to the South Norwalk, Connecticut facility 10.12** Lease Agreement between South Norwalk Redevelopment Partnership and the Company relating to the South Norwalk, Connecticut facility 10.13** Second Amendment to Lease Agreement between Peter Godfrey and the Company relating to the South Norwalk, Connecticut facility (47 Water Street) 10.14** Second Amendment to Lease Agreement between Hialet Associates and the Company relating to the South Norwalk, Connecticut facility (53 Water Street) 10.15***** Lease Agreement between BBS Norwalk One Inc. and the Company relating to the Norwalk, Connecticut facility 10.16*** Employment Agreement between Peter Godfrey and the Company 10.17** Employment Agreement between Stephen England and the Company 10.18****** Employment Agreement between Adam W. Shaffer and the Company 10.19****** Amendment to Employment Agreement between Adam W. Shaffer and the Company 10.20******* Employment Agreement between Linwood A. Lacy, Jr. and the Company 10.21******* Amendment to Employment Agreement between Linwood A. Lacy, Jr. and the Company 10.22*** Employment Agreement between Bruce L. Lev and the Company 10.23******** Consulting Services Agreement between Felix Dennis and the Company, as amended 10.24******** Form of Indemnification Agreement with Officers and Directors 10.25******** Amended and Restated Credit Agreement among the Company, the Subsidiaries of the Company, and The Chase Manhattan Bank dated as of December 31, 1997 10.26******** Resignation Agreement by and between Linwood A. Lacy, Jr. and the Company dated December 8, 1997 10.27******** Resignation Agreement by and between Kris Rogers and the Company dated January 28, 1998 11******** Statement re Computation of Per Share Earnings 21.1******** Subsidiaries of the Company 23.1 Consent of Independent Auditors 23.2 Consent of Bruce L. Lev, Esq. (included in Exhibit 5.1) 24.1 Power of Attorney (included on signature page) 27******** Financial Data Schedule * Incorporated by reference to the Company's Registration Statement on Form 8-A (File No. 00-20730) ** Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-53100) *** Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year 1995 **** Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year 1996 ***** Incorporated by reference to the Company's Form 10-Q for the quarter ended June 30, 1994 ****** Incorporated by reference to the Company's Registration Statement on Form S-1 (File No. 33-66066) ******* Incorporated by reference to the Company's Form 10-Q for the quarter ended September 30, 1996 ******** Incorporated by reference to the Company's Annual Report on Form 10-K for fiscal year 1997 EX-5.1 2 OPINION OF BRUCE L. LEV, ESQ. EXHIBIT 5.1 July 20, 1998 Micro Warehouse, Inc. 535 Connecticut Avenue Norwalk, Connecticut 06854 Ladies and Gentlemen: I have acted as counsel to Micro Warehouse, Inc., a Delaware corporation (the "Company"), in connection with the Registration Statement on Form S-3 (the "Registration Statement") of the Company filed in connection with the registration under the Securities Act of 1933, as amended, of the sale of approximately 350,000 shares of the Company's Common Stock, par value $.01 per share (the "Common Stock"). The sale of the Common Stock is being registered by the Company in connection with the settlement of lawsuits instituted against the Company, KPMG Peat Marwick LLP and certain individual defendants by certain purchasers of the Company's Common Stock. For purposes of this opinion, I have examined such matters of law and originals, or copies certified or otherwise identified to my satisfaction, of such documents, corporate records and other instruments as I have deemed necessary. In my examination, I have assumed the genuineness of all signatures, the authenticity of all documents submitted to me as certified, photostatic or conformed copies, and the authenticity of originals of all such latter documents. I have also assumed the due execution and delivery of all documents where due execution and delivery are prerequisites to the effectiveness thereof. I have relied upon certificates of public officials and certificates of officers of the Company for the accuracy of material factual matters contained therein which were not independently established. Based on the foregoing, it is my opinion that, subject to effectiveness with the Securities and Exchange Commission, the Common Stock, when issued by the Company, will be duly authorized and validly issued and will be fully paid and nonassessable. I hereby consent to the use of this opinion as Exhibit 5.1 to the Registration Statement. Very truly yours, /s/ Bruce L. Lev ------------------------------------ Bruce L. Lev, Esq. Executive Vice President, Secretary and General Counsel EX-23.1 3 CONSENT OF KPMG PEAT MARWICK LLP Exhibit 23.1 INDEPENDENT AUDITORS' CONSENT THE BOARD OF DIRECTORS AND STOCKHOLDERS OF MICRO WAREHOUSE, INC.: We consent to incorporation by reference in the registration statement on Form S-3 of Micro Warehouse, Inc. of our reports dated February 18, 1998, relating to the consolidated balance sheets of Micro Warehouse, Inc. and subsidiaries as of December 31, 1997 and 1996, and the related consolidated statements of operations, stockholders' equity and cash flows, and the related schedule, for each of the years in the three-year period ended December 31, 1997, which reports appear in the December 31, 1997 annual report on Form 10-K of Micro Warehouse, Inc., and to the reference to our firm under the heading "Experts". Stamford, Connecticut KPMG PEAT MARWICK LLP July 20, 1998 -----END PRIVACY-ENHANCED MESSAGE-----