SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): December 22, 2004
WESCO INTERNATIONAL, INC.
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(Exact name of registrant as specified in its charter)
Delaware 001-14989 25-1723342
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
225 West Station Square Drive, Suite 700
Pittsburgh, Pennsylvania 15219
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(Address of principal executive offices) (Zip code)
Registrant's telephone number, including area code: (412) 454-2200
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligation of the registrant under any of the
following provisions:
[ ] Written communications pursuant to Rule 425 under the Securities Act
(17 CFR 230.425)
[ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act
(17 CFR 240.14a-12)
[ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
[ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
Item 8.01. Other Events
On December 22, 2004, WESCO International, Inc. (the "Company") closed its
public offering of 10,000,000 shares of its common stock, par value $.01 per
share ("Common Stock"), including 6,000,000 shares of Common Stock sold by
certain of the Company's existing stockholders, pursuant to the Underwriting
Agreement dated December 16, 2004 by and among the Company, certain selling
stockholders and Goldman, Sachs & Co. and Lehman Brothers Inc., as
representatives of the underwriters listed in Schedule II thereto (the
"Underwriters"), at a price of $26.25 per share. The offering was made pursuant
to a registration statement on Form S-3 (File No. 333-119909), including a
related Prospectus dated December 6, 2004, as supplemented by a Prospectus
Supplement dated December 16, 2004.
The Underwriting Agreement dated December 16, 2004 relating to the
offering is filed herewith as Exhibit 1.1. The opinion of Kirkpatrick &
Lockhart LLP regarding the validity of the common stock sold by the Company in
the offering is filed herewith as Exhibit 5.1.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
Exhibit 1.1 Underwriting Agreement dated December 16, 2004 by
and among the Company, certain selling
stockholders and Goldman, Sachs & Co. and Lehman
Brothers Inc., as Representatives of the
Underwriters (filed herewith).
Exhibit 5.1 Opinion of Kirkpatrick & Lockhart LLP (filed
herewith).
Exhibit 23.1 Consent of Kirkpatrick & Lockhart LLP (included in
Exhibit 5.1)
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WESCO INTERNATIONAL, INC.
By: /s/ Stephen A. Van Oss
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Stephen A. Van Oss
Senior Vice President and Chief
Financial and Administrative Officer
Dated: December 22, 2004