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CDW > SEC Filings for CDW > Form 8-K on 12-Mar-2014All Recent SEC Filings

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Form 8-K for CDW CORP


Entry into a Material Definitive Agreement, Financial Statements and Exhibits

Item 1.01. Entry into a Material Definitive Agreement.

On March 7, 2014, CDW Corporation (the "Company") entered into an underwriting agreement (the "Underwriting Agreement") with Barclays Capital Inc. as underwriter (the "Underwriter") and the selling stockholders listed on Schedule 2 thereto (the "Selling Stockholders") with respect to an underwritten public offering of 11,500,000 shares (the "Shares") of the Company's common stock, par value $0.01 per share (the "Common Stock"), which amount includes the Underwriter's option to purchase up to an additional 1,500,000 shares of Common Stock (the "Option Shares"), at a public offering price of $25.55 per share, to be sold by the Selling Stockholders. On March 7, 2014, the Underwriter exercised its option to purchase all of the 1,500,000 Option Shares. The closing of the offering and delivery of the Shares took place on March 12, 2014. The Company did not receive any proceeds from the sale of the Shares.

The offering was made pursuant to (i) a Registration Statement on Form S-3ASR (the "Registration Statement") filed with the Securities and Exchange Commission (the "SEC") on March 6, 2014, which became effective upon filing (File No. 333-194369), and (ii) a related prospectus dated March 7, 2014 and filed with the SEC on March 10, 2014 pursuant to Rule 424(b)(4) under the Securities Act of 1933, as amended.

The Underwriting Agreement is filed as Exhibit 1.1 to this Current Report on Form 8-K, and is incorporated by reference in the Registration Statement. The description of the Underwriting Agreement in this report is a summary and is qualified in its entirety by the terms of the Underwriting Agreement.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits

Exhibit No.                                  Description
1.1               Underwriting Agreement, dated as of March 7, 2014, by and among
                  the Company, the Underwriter and the Selling Stockholders.

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