As filed
with the Securities and Exchange Commission on March 1, 2011
Registration No. 333-81845
SECURITIES AND EXCHANGE COMMISSION
FORM S-8
POST-EFFECTIVE AMENDMENT NO. 1
TO
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
WESCO International, Inc.
(Exact name of registrant as specified in its charter)
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Delaware
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25-1723345 |
(State or other jurisdiction of incorporation or organization)
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(I.R.S. Employer Identification No.) |
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Address of principal executive offices)
CDW Holding Corporation Stock Option Plan
(Full title of the plan)
Richard P. Heyse
Vice President and Chief Financial Officer
225 West Station Square Drive
Suite 700
Pittsburgh, Pennsylvania 15219
(Name and address of agent for service)
(412) 454-2200
(Telephone number, including area code, of agent for service)
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.
(Check one):
Large accelerated filer þ |
Accelerated filer o |
Non-accelerated filer o
(Do not check if a smaller reporting company) |
Smaller reporting company o
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DEREGISTRATION
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8
(File No. 333-81845) (the CDW Plan Registration Statement) is filed for the
purpose of acknowledging and advising that the Registrant has frozen the
Registrants CDW Holding Corporation Stock Option Plan (the CDW Plan) and no new
grants may be made under the CDW Plan. As of the date hereof, there are no
outstanding grants under the CDW Plan. The Registrants 1999 Long-Term Incentive
Plan (the LTIP) provides that shares that would otherwise become available for
issuance under the CDW Plan as a result of forfeiture or cancellation of
outstanding grants under the CDW Plan are carried over to and become available for
grant under the LTIP. Of the 4,666,715 shares of Common Stock originally
registered under the CDW Plan Registration Statement, 2,920,890 shares (the
Carryover Shares) are hereby carried over to and available for grant under the
LTIP. Contemporaneous with the filing of this Post-Effective Amendment No.1 to the
CDW Plan Registration Statement, the Registrant is filing a Registration Statement
with respect to the LTIP registering the Carryover Shares for issuance under the
LTIP. Accordingly, as of the date hereof, the Registrant hereby deregisters the
Carryover Shares from the CDW Plan Registration Statement and such Shares will no
longer be available for issuance thereunder.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant 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 Post-Effective
Amendment No. 1 to the Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Pittsburgh, Commonwealth of
Pennsylvania, on this 28th day of February, 2011.
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WESCO INTERNATIONAL, INC. |
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By: |
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Roy W. Haley |
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Chairman |
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Pursuant to the requirements of the Securities Act of 1933, as amended, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed by the
following persons in the capacities and on the date(s) indicated:
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Signature |
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Capacity |
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Date |
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Executive Chairman
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February 28, 2011 |
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Director and President and Chief Executive
Officer
(Principal Executive Officer)
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February 28, 2011 |
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Vice President and Chief Financial Officer
(Principal Financial Officer and Principal Accounting Officer)
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February 28, 2011 |
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Director
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February 28, 2011 |
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Director
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February 28, 2011 |
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Director
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February 28, 2011 |
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Director
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February 28, 2011 |
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Director
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February 28, 2011 |