Form S-8 for PROGRAMMERS PARADISE INC filed on Feb 12 1999 12:15PM
As filed with the Securities and Exchange Commission on February 12, 1999
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
PROGRAMMER'S PARADISE, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 13-3136014
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1157 Shrewsbury Avenue
Shrewsbury, New Jersey 07702
(732) 389-8950
------------------------------------------------------
(Address of Principal Executive Offices)
PROGRAMMER'S PARADISE, INC. 1986 STOCK OPTION PLAN
PROGRAMMER'S PARADISE, INC. 1995 STOCK PLAN
PROGRAMMER'S PARADISE, INC. 1995 NON-EMPLOYEE DIRECTOR PLAN
------------------------------------------------------
(Full Title of the Plans)
William H. Willett
President and Chief Executive Officer
Programmer's Paradise, Inc.
1157 Shrewsbury Avenue
Shrewsbury, New Jersey 07702
(732) 389-8950
------------------------------------------------------
(Name, Address and Telephone Number, including area code, of Agent for Service)
Copy to:
Lawrence M. Bell, Esq.
Golenbock, Eiseman, Assor & Bell
437 Madison Avenue
New York, New York 10022
(212) 907-7300
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum
Title of securities to be Amount to be offering price per aggregate offering Amount of
registered registered(1) share(2) price(2) registration fee(2)
------------------------- ------------- ------------------ ------------------ -------------------
Common Stock, par
value $.01 per share 1,344,951 $14.625 $19,669,908 $5,468.23
----------
(1) Represents (i) 19,951 shares issuable upon the exercise of options granted
under the Programmer's Paradise, Inc.'s 1986 Stock Option Plan; (ii)
1,137,500 shares issuable upon the exercise of options granted or to be
granted under the Programmer's Paradise, Inc.'s 1995 Stock Plan; and (iii)
187,500 shares issuable upon the exercise of options granted or to be
granted under the Programmer's Paradise, Inc.'s 1995 Non-Employee Director
Plan (collectively, the "Plans"), plus such indeterminate number of shares
pursuant to Rule 416 as may be issued in respect of stock splits, stock
dividends and similar transactions.
(2) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(h) promulgated under the Securities Act of 1933 (the
"Securities Act"), based upon the average of the high and low prices per
share of the Common Stock (such average being $14.625) as reported on The
Nasdaq Stock Market/Nasdaq National Market on February 5, 1999.
ii
PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
EXPLANATORY NOTE
----------------
As permitted by the rules of the Securities and Exchange Commission, this
Registration Statement omits the information specified in Part I of Form S-8.
The documents containing the information specified in Part I will be delivered
to the participant in the plans covered by this Registration Statement as
required by Rule 428(b) promulgated under the Securities Act of 1933, as
amended. Such documents are not being filed with the Securities and Exchange
Commission as part of this Registration Statement or as prospectuses or
prospectus supplements pursuant to Rule 424 of such Act.
The Prospectus that is being filed with this Registration Statement has
been prepared in accordance with the requirements of General Instruction C to
Form S-8 and Part I of Form S-3, and may be used for reofferings of shares of
Common Stock of the Company identified in such Prospectus that constitute
"control securities" and "restricted securities" (within the meaning of such
General Instruction C).
I-1
REOFFER PROSPECTUS
COMMON STOCK (PAR VALUE $.01 PER SHARE)
PROGRAMMER'S PARADISE, INC.
1157 SHREWSBURY AVENUE
SHREWSBURY, NEW JERSEY 07702
(732) 389-8950
1,344,951 SHARES OF COMMON STOCK
UNDER
PROGRAMMER'S PARADISE, INC.
1986 STOCK OPTION PLAN
1995 STOCK PLAN AND
1995 NON-EMPLOYEE DIRECTOR PLAN
The selling security holders identified in this prospectus may sell, from
time to time, up to 1,344,951 shares of our common stock. The selling security
holders may acquire these shares in the future pursuant to certain stock options
that we have granted to them. These shares may be acquired by the selling
security holders, and sold by them, over an extended period of time.
The selling security holders may sell shares:
o through the Nasdaq National Market System, in the over-the-counter
market, in privately negotiated transactions or otherwise;
o directly to purchasers or through agents, brokers, dealers or
underwriters; and
o at market prices prevailing at the time of sale, at prices related to
such prevailing market prices, or at negotiated prices.
Our common stock is traded on the Nasdaq National Market System under the
symbol "PROG."
INVESTING IN OUR SECURITIES INVOLVES CERTAIN RISKS. SEE "RISK FACTORS"
BEGINNING ON PAGE 3.
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR DETERMINED IF THIS
PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
The date of this prospectus is February 12, 1999
TABLE OF CONTENTS
Page
Where You Can Find More Information...........................................3
Incorporation by Reference....................................................3
The Company...................................................................4
Risk Factors..................................................................4
Competition..............................................................4
Quarterly Fluctuations and Seasonality...................................5
Foreign Operations.......................................................5
Privacy Concerns With Respect to List Development and Maintenance........5
Management Information Systems...........................................5
Increases in Postage, Shipping and Paper Costs...........................5
Changing Methods of Software Distribution................................6
Dependence on Vendors....................................................6
Rapid Changes in Software Products and Risk of Inventory Obsolescence....7
Stock Volatility.........................................................7
Acquisitions Strategy....................................................7
State Sales Tax Collection...............................................7
Year 2000 Compliance.....................................................8
Use of Proceeds...............................................................8
Selling Stockholders..........................................................8
Plan of Distribution..........................................................9
Legal Matters.................................................................9
Experts.......................................................................9
2
CAUTIONARY NOTICE REGARDING FORWARD-LOOKING STATEMENTS
Certain statements contained in, or incorporated by reference in, this
prospectus are forward-looking in nature. Such statements can be identified by
the use of forward-looking terminology such as "believes," "expects," "may,"
"will," "should," or "anticipates" or the negative thereof or comparable
terminology, or by discussions of strategy. You are cautioned that our business
and operations are subject to a variety of risks and uncertainties and,
consequently, our actual results may materially differ from those projected by
any forward-looking statements. Certain of such risks and uncertainties are
discussed below under the heading "Risk Factors." We make no commitment to
revise or update any forward-looking statements in order to reflect events or
circumstances after the date any such statement is made.
WHERE YOU CAN FIND MORE INFORMATION
We file reports, proxy statements, and other information with the SEC. Such
reports, proxy statements, and other information can be read and copied at the
SEC's Public Reference Room at 450 Fifth Street, N.W., Washington, D.C. 20549.
Please call the SEC at 1-800-SEC-0330 for further information on the Public
Reference Room. The SEC maintains an internet site at sec.gov that
contains reports, proxy and information statements and other information
regarding issuers that file electronically with the SEC, including the Company.
INCORPORATION BY REFERENCE
The SEC allows us to "incorporate by reference" the documents that we file
with the SEC. This means that we can disclose important information to you by
referring you to those documents. Any information we incorporate in this manner
is considered part of this prospectus. Any information we file with SEC after
the date of this prospectus will automatically update and supersede the
information contained in this prospectus.
We incorporate by reference the following documents that we have filed with
the SEC and any filings that we will make with the SEC in the future under
Sections 13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until
this offering is completed:
(1) the Company's Annual Report on Form 10-K for the fiscal year ended
December 31, 1997;
(2) the Company's Quarterly Report on Form 10-Q for the three months ended
March 31, 1998;
(3) the Company's Quarterly Report on Form 10-Q for the three and six
months ended June 30, 1998;
(4) the Company's Quarterly Report on Form 10-Q for the three and nine
months ended September 30, 1998;
(5) the Company's Notice of Annual Meeting of Stockholders and Proxy
Statement, dated April 30, 1998, for its Annual Meeting of Stockholders held on
June 16, 1998; and
(6) the description of the Common Stock, which is registered under Section
12 of the Exchange Act, contained in the Company's Registration Statement on
Form 8-A dated July 18, 1995.
We will provide you without charge, upon written or oral request, a copy of
any or all of the documents which are incorporated by reference into this
prospectus. Requests should be directed to: Programmer's Paradise, Inc., 1157
Shrewsbury Avenue, Shrewsbury, New Jersey 07702, Attention: Chief Executive
Officer. The Company's telephone number is: (732) 389-8950.
3
PROGRAMMER'S PARADISE, INC.
GENERAL
We are an international marketer of software targeting the software
development professional and information technology professional within
enterprise organizations. We operate principally through five distribution
channels -- internet, catalog, direct sales, telemarketing and wholesale
distribution. Internet sales encompass our international web sites. Catalog
operations include worldwide catalog sales, advertising and publishing. Direct
sales operations include Programmer's Paradise Corporate Sales in the United
States, ISP*D International Software Partners GmbH in Munich, Germany, a wholly
owned subsidiary, ISP*F International Software Partners France SA, a
majority-owned subsidiary in Paris, France, and Logicsoft Holding BV, a
wholly-owned subsidiary in the Netherlands. Telemarketing operations are
presently conducted in the United States, Germany and the United Kingdom.
Wholesale operations include distribution to dealers and large resellers through
Lifeboat Distribution Inc. in the United States and Lifeboat Associates Italia
Srl in Milan, Italy, also our subsidiaries. We are using our European-based
operations as a platform for pan-European business development, including the
distribution of local versions of our catalogs.
In December 1995, the Company acquired Systematika Ltd. , a leading
reseller of technical software in the United Kingdom and the publisher of the
popular System Science catalog. In June 1996, we acquired substantially all of
the assets of The Software Developer's Company, Inc. ("SDC") including The
Programmer's Supershop catalog, our largest domestic competitor. In August 1997,
we formed Programmer's Paradise, Canada Inc. located in Mississauga, Ontario, to
serve the growing developer market in Canada. In September 1997, the Company
acquired Logicsoft Holding BV the holding company for Logicsoft Europe BV,
located in Amsterdam, The Netherlands. Logicsoft is the largest software-only
corporate reseller of PC software in The Netherlands.
Our address is: 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702,
Attention: Chief Executive Officer. Our telephone number is: (732) 389-8950.
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."
COMPETITION
The direct marketing industry and the computer software distribution
business, in particular, are highly competitive. The Company competes with
consumer electronic and computer retail stores, including superstores, and other
direct marketers of software and computer related products. Certain 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 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.
4
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 software industry in general; shifts
in demand for software products; industry shipments of new software 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.
The Company has traditionally experienced a decrease in domestic net sales
in its third quarter compared to other quarters. This traditional downturn in
domestic net sales is exacerbated by the decline of European commercial activity
in general and software sales in particular during the summer months.
FOREIGN OPERATIONS
In addition to its activities in the United States, 60% 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 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 postal rates.
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
|
