S-8

As filed with the Securities and Exchange Commission on March 17, 2008

Registration No. 333-_________

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PC MALL, INC.

(Exact name of Registrant as specified in its charter)

Delaware 95-4518700

(State of Other Jurisdiction (I.R.S. Employer

                                                                                                                   of Incorporation of Organization) Identification No.)

2555 W. 190th Street, Suite 201

Torrance, CA 90504

(Address of Principal Executive Offices)

Amended and Restated 1994 Stock Incentive Plan

(Full Title of Plan)

______________________________________________

                                                                                           Frank F. Khulusi

Chairman of the Board, President and Chief Executive Officer

PC Mall, Inc.

2555 W. 190th Street, Suite 201

Torrance, CA 90504

(Name and Address of Agent for Service)

(310) 354-5600

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Robert M. Mattson, Jr.

Morrison & Foerster LLP

425 Market Street

San Francisco, California 94105

(415) 268-7000

__________________________________________________

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer   o                               Accelerated filer   x

Non-accelerated filer   o (Do not check if a smaller reporting company)                                                                           Smaller reporting company   o

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CALCULATION OF REGISTRATION FEE

Title of Each Class of Securities To Be Registered	Amount To Be Registered(1)	Proposed Maximum Offering Price Per Share(2)	Proposed Maximum Aggregate Offering Price(2)	Amount of Registration Fee
Common Stock, $0.001 par value per share	397,802(3)	$7.39	$2,939,757	$116

  (1)   Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan.  

 (2) Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices reported on the Nasdaq Global Market on March 11, 2008.

 (3) Consists of additional shares authorized as of January 1, 2008 under the evergreen provision of the 1994 Stock Incentive Plan, as amended.

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EXPLANATORY NOTE

Pursuant to General Instruction E to Form S-8 under the Securities Act of 1933, as amended, this Registration Statement is filed by PC Mall, Inc. (the “Registrant”) for the purpose of registering additional securities under the 1994 Stock Incentive Plan, as amended, of the Registrant, which are the same class as those registered under the currently effective Registration Statements on Form S-8 (Registration Nos. 333-000848, 333-76851, 333-38860, 333-66068, 333-105620, 333-120708, 333-133003 and 333-141237) relating to the 1994 Stock Incentive Plan, as amended, of the Registrant, and the contents of those Registration Statements, including any amendments thereto or filings incorporated therein, are incorporated herein by this reference.

The number of shares of common stock of the Registrant available for issuance under the 1994 Stock Incentive Plan, as amended, of the Registrant is subject to an automatic annual increase by an amount equal to three percent (3%) of the number of shares of the Registrant’s common stock outstanding as of December 31 of the immediately preceding calendar year (the “evergreen provision”). This Registration Statement registers the 397,802 additional shares of common stock available for issuance pursuant to the evergreen provision for fiscal year 2008.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)The Registrant's Annual Report on Form 10-K for the fiscal year ended December 31, 2007, which includes audited financial statements for the Registrant’s latest fiscal year.

(b)All other reports filed by the Registrant pursuant to Sections 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since the end of the fiscal year covered by the audited financial statements described in (a) above.

(c)The description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on March 31, 1996 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered 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 date of filing of such documents. Any statement contained in a document incorporated herein by reference 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 document which also is or is deemed to be

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incorporated herein by reference 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 Registration Statement.

 

Item 6. Indemnification of Directors and Officers.

The Registrant’s Certificate of Incorporation eliminates, to the fullest extent permissible under Delaware statutory or decisional law, as amended or interpreted, the personal liability of directors to the Registrant and its stockholders for monetary damages for breach of fiduciary duty as a director. The Registrant’s Bylaws provide that the Registrant’s directors and officers are to be indemnified and held harmless by the Registrant to the fullest extent authorized by the Delaware General Corporation Law against all expenses, liability and loss incurred in their capacity as directors and officers of the Registrant.

The Registrant has entered into indemnification agreements with each of its current directors and executive officers that provide the maximum indemnity available to directors and officers under Section 145 of the Delaware General Corporation Law and the Registrant’s Certificate of Incorporation, as well as certain procedural protections. The Registrant also maintains a directors’ and officers’ liability insurance policy insuring its directors and officers.

Item 8. Exhibits.

4.1 Amended and Restated 1994 Stock Incentive Plan (amended as of June 19, 2002) (incorporated herein by reference to Annex A to the Definitive Proxy Statement of the Registrant (File No. 0-25790) filed with the Commission on June 24, 2002)

5.1 Opinion of Morrison & Foerster LLP

23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

23.2 Consent of Independent Registered Public Accounting Firm

24.1 Power of Attorney (see signature page)

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SIGNATURES

Pursuant to the requirements of the Securities Act, PC Mall, Inc. 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 City of Torrance, State of California, on March 17, 2008.

PC MALL, INC.

                                                     By: /s/ Frank F. Khulusi

Frank F. Khulusi

Chief Executive Officer and President

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frank F. Khulusi and Brandon H. LaVerne, and each of them, as attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

Signature	Title	Date
/s/ Frank F. Khulusi  Frank F. Khulusi	Chairman of the Board of Directors, President and Chief Executive Officer (Principal Executive Officer)	March 17, 2008
/s/ Brandon H. LaVerne  Brandon H. LaVerne	Interim Chief Financial Officer, Chief Accounting Officer and Treasurer (Principal Financial and Accounting Officer)	March 17, 2008
/s/ Thomas A. Maloof  Thomas A. Maloof	Director	March 17, 2008
/s/ Ronald B. Reck  Ronald B. Reck	Director	March 17, 2008
/s/ Paul C. Heeschen  Paul C. Heeschen	Director	March 17, 2008

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EXHIBIT INDEX

Exhibit

Number Description

4.1 Amended and Restated 1994 Stock Incentive Plan (amended as of June 19, 2002) (incorporated herein by reference to Annex A to the Definitive Proxy Statement of the Registrant (File No. 0-25790) filed with the Commission on June 24, 2002)

5.1 Opinion of Morrison & Foerster LLP

23.1 Consent of Morrison & Foerster LLP (contained in Exhibit 5.1)

23.2 Consent of Independent Registered Public Accounting Firm

24.1 Power of Attorney (see signature page)

EX-5

EXHIBIT 5.1

OPINION OF MORRISON & FOERSTER LLP

March 17, 2008

PC Mall, Inc.

2555 W. 190th Street, Suite 201

Torrance, CA 90504

 

Re: PC Mall, Inc. Amended and Restated 1994 Stock Incentive Plan

 

Ladies and Gentlemen:

At your request, we have examined the Registration Statement on Form S-8 to be filed with the Securities and Exchange Commission (the “SEC”) in connection with the registration under the Securities Act of 1933, as amended, of an aggregate of 397,802 shares of your common stock, $0.001 par value (the “Common Shares”) which will be issuable under the PC Mall, Inc. 1994 Stock Incentive Plan, as amended and restated (the “Plan”).

As your counsel in connection with the Registration Statement, we have examined the proceedings taken by you in connection with the adoption of the Plan and the authorization of the issuance of the Common Shares under the Plan (the “Plan Shares”), and such documents as we have deemed necessary to render this opinion. For the purpose of the opinion rendered below, we have assumed that in connection with the issuance of the Plan Shares, the Company will receive consideration in an amount not less than the aggregate par value of the Plan Shares covered by each such issuance.

Based upon and subject to the foregoing, it is our opinion that the Plan Shares, when issued and outstanding pursuant to the terms of the Plan, will be validly issued, fully paid and nonassessable Common Shares.

We consent to the use of this opinion as an exhibit to the Registration Statement.

Very truly yours,

/s/ Morrison & Foerster LLP

EX-23

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of our report dated March 14, 2008, relating to the financial statements, financial statement schedule and the effectiveness of internal controls over financial reporting of PC Mall, Inc., which appears in PC Mall, Inc.’s Annual Report on Form 10-K for the year ended December 31, 2007.

/S/ PricewaterhouseCoopers LLP

Los Angeles, California

March 17, 2008