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<TITLE>S-8</TITLE>
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<P ALIGN=RIGHT><FONT SIZE=3>Registration Statement No. 333-______<BR></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>SECURITIES AND EXCHANGE COMMISSION<BR>
 WASHINGTON, D.C. 20549</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>FORM S-8</B><BR>
REGISTRATION STATEMENT<BR>
Under<BR>
THE SECURITIES ACT OF 1933</FONT></P>

<HR SIZE=1 NOSHADE WIDTH=25% ALIGN=CENTER>

<P ALIGN=CENTER><FONT SIZE=3><B>SYSTEMAX INC.</B><BR>
(Exact Name of Registrant as Specified in Its Charter)</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50% ALIGN=CENTER>
<B>Delaware</B><BR>
(State or Other Jurisdiction<BR>
Of Incorporation or Organization)
</TD>
<TD WIDTH=50% ALIGN=CENTER>
<B>11-3262067</B><BR>
(I.R.S. Employer<BR>
Identification Number)</TD>
</TR>
</TABLE>

<P ALIGN=CENTER><FONT SIZE=3><B>11 Harbor Park Drive, Port Washington, NY
11050</B><BR>
(Address of Principal Executive Offices) (Zip Code)</FONT></P>

<P ALIGN=CENTER><FONT SIZE=3><B>Systemax Inc. 1999 Long-Term Stock Incentive Plan</B><BR>
(Full Title of the Plan)<BR>
<BR>
<B>Curt S. Rush, Esq., Secretary and General Counsel<BR>
Systemax Inc.<BR>
11 Harbor Park Drive<BR>
Port Washington, NY 11050</B><BR>
(Name and Address of Agent For Service)<BR>
Telephone Number, Including Area Code for Agent For Service: 516-625-1555</FONT></P>


<P ALIGN=CENTER><FONT SIZE=3>CALCULATION OF REGISTRATION FEE</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=CENTER><BR>
Title of each Class of<BR>
Securities to be Registered</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
Amount to be<BR>
Registered(1)</TD>
<TD WIDTH=20% ALIGN=CENTER>
Proposed Maximum<BR>
Offering Price<BR>
Per Share(2)</TD>
<TD WIDTH=20% ALIGN=CENTER>
Proposed Maximum<BR>
Aggregate Offering<BR>
Price(2)</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
Amount of<BR>
Registration Fee
</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=1>
<TR VALIGN=TOP>
<TD WIDTH=20% ALIGN=LEFT><BR>
Common Stock, $.01 par value </TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
5,000,000 shares
</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
$6.86</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
$34,300,000</TD>
<TD WIDTH=20% ALIGN=CENTER><BR>
$2,774.87</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>(1)</TD>
<TD WIDTH=95%>Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%>(2)</TD>
<TD WIDTH=95%>Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended,
based on the average of the high and low price of the common stock on the New
York Stock Exchange on December 26, 2003.</TD>
</TR>
</TABLE>
<BR>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>PART I<BR>
<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
This Registration Statement on Form S-8 of Systemax Inc. a Delaware corporation
(the "Registrant"), covers 5,000,000 shares of common stock, par value $.01 per
share, of the Registrant (the "Common Stock") which may be issued pursuant to
the Systemax Inc. 1999 Long-Term Stock Incentive Plan.</FONT></P>

<P><FONT SIZE=3><B>Item 1. <U>Plan Information</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The documents containing the information specified in this Part I will be sent
or given to participants, as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the &#147;Securities Act&#148;). Such
documents will not be filed with the Securities and Exchange Commission (the
&#147;Commission&#148;) either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in the
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act. <I>See</I> Rule 428(a)(1) under the Securities Act.
</FONT></P>

<P><FONT SIZE=3><B>Item 2. <U>Registrant Information and Employee Plan
Information</U></B></FONT></P>

<P ALIGN=CENTER><FONT SIZE=3>(omitted pursuant to procedure described in Item 1
above)</FONT></P>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>PART II<BR>
<BR>
INFORMATION REQUIRED IN THE<BR>
<BR>
REGISTRATION STATEMENT</B></FONT></P>

<P><FONT SIZE=3><B>Item 3. <U>Incorporation of Documents by
Reference</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The following documents filed with the Commission by the Registrant (Commission
File No. 0-5860) are incorporated herein by reference: </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(a)</TD>
<TD WIDTH=90%>The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002;</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(b)</TD>
<TD WIDTH=90%>The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2003, June 30, 2003 and September 30, 2003;</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(c)</TD>
<TD WIDTH=90%>The Registrant's Current Reports on Forms 8-K dated February 28,
2003, May 1, 2003, May 20, 2003, August 12, 2003 and November 12, 2003; and</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=5%>(d)</TD>
<TD WIDTH=90%>The description of the Common Stock which is contained in the
Registrant's Registration Statement on Form 8-A, dated June 1, 1995, filed under
the Securities Exchange Act of 1934, as amended, including any amendment to such
filing or report filed for the purpose of updating such description.</TD>
</TR>
</TABLE>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein 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 incorporated by reference herein 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. </FONT></P>

<P><FONT SIZE=3><B>Item 4. <U>Description of Securities</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Not
applicable)</FONT></P>

<P><FONT SIZE=3><B>Item 5. <U>Interests of Named Experts and Counsel</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(Not
applicable)</FONT></P>

<P><FONT SIZE=3><B>Item 6. <U>Indemnification of Directors and
Officers</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 102(b)(7) of the Delaware General Corporation Law (the &#147;DGCL&#148;)
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for
violations of the director&#146;s fiduciary duty, except (i) for any breach of
the director&#146;s duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. The Company has adopted an
amendment to its Certificate of Incorporation, which eliminates the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Section 145 of the DGCL provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses (including
attorneys&#146; fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation (a &#147;derivative action&#148;)) if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys&#146; fees)
incurred in connection with defense or settlement of such action, and the
statute requires court approval before there can be any indemnification where
the persons seeking indemnification has been found liable to the corporation.
The statute provides that it is not exclusive of other indemnification that may
be granted by a corporation&#146;s charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise. Article Ninth of the Restated
Certificate of Incorporation of the Company provides for indemnification of its
directors and officers to the fullest extent permitted by Delaware law, which
indemnification is considered to be a contract between the Company and such
directors and officers. In addition, such article authorizes the Company&#146;s
Board of Directors, to provide additional indemnification to such of its
officers, employees and agents to such extent and to such effect as the Board
of Directors shall determine to be appropriate and authorized by Delaware law.
</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
The Company currently maintains officers&#146; and directors&#146; liability
insurance with a policy limit of $20,000,000 insuring its officers and directors
against certain liabilities and expenses incurred by them in their capacities as
such, and insuring the Company under certain circumstances, in the event that
indemnification payments are made by the Company to such officers and directors.
</FONT></P>

<P><FONT SIZE=3><B>Item 7. <U>Exemption from Registration
Claimed</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
(Not Applicable)</FONT></P>

<P><FONT SIZE=3><B>Item 8. <U>Exhibits</U></B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%><U>Exhibit No. </U></TD>
<TD WIDTH=80%><U>Description</U></TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>4.1 </TD>
<TD WIDTH=80%>Systemax Inc. 1999 Long-Term Stock Incentive Plan*</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>5.1 </TD>
<TD WIDTH=80%>Opinion of Stroock &amp; Stroock &amp; Lavan LLP with respect to the shares of Common
Stock registered hereunder.*</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>23.1 </TD>
<TD WIDTH=80%>Consent of Counsel to be named in the Registration Statement
(reference is made to Exhibit&#160;5.1 to this Registration Statement which
contains a copy of this Consent).</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>23.2 </TD>
<TD WIDTH=80%>Consent of Deloitte &amp; Touche LLP to be named in the Registration
Statement.*</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=15%>24 </TD>
<TD WIDTH=80%>Powers of Attorney (see signature page)*</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=100%>__________</TD>
</TR>
</TABLE>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=2%>*</TD>
<TD WIDTH=93%>Filed herewith</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3><B>Item 9. <U>Undertakings</U></B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)
The undersigned hereby undertakes:</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:</FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii) To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=5%></TD>
<TD WIDTH=95%>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3><I>provided, however</I>,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement. </FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.</FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp; (c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.</FONT></P>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>SIGNATURES</B></FONT></P>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Nassau, State of New York, on the 29th day of
December 2003. </FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=50%></TD>
<TD WIDTH=50%>SYSTEMAX INC.<BR>
<BR>
By:<U>/s/ Richard Leeds</U><BR>
<BR>
Richard Leeds, Chairman of the Board <BR>
&nbsp;&nbsp;and Chief Executive Officer</TD>
</TR>
</TABLE>
<BR>

<P><FONT SIZE=3>&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below does hereby make,
constitute and appoint Richard Lees, Bruce Lees and Robert Leeds and each of
them, his true and lawful attorneys and attorney and agents or agent with full
power and authority on his behalf to execute and file with the Securities and
Exchange Commission any amendment or amendments, including post-effective
amendments, to this registration statement, and he does hereby ratify and
confirm all his said attorneys or attorney and agents or agent may do or cause
to be done by virtue hereof. </FONT></P>

<PRE>


Signature                 Title                                  Date
---------                 -----                                  ----

<U>/s/ Richard Leeds</U>         Chairman and Chief Executive           December 29, 2003
Richard Leeds             Officer (Principal Executive
                          Officer) and a Director

<U>/s/ Bruce Leeds</U>           Vice Chairman and President of         December 29, 2003
Bruce Leeds               International Operations and a
                          Director

<U>/s/ Robert Leeds</U>          Vice Chairman and President of         December 29, 2003
Robert Leeds              Domestic Operations and a Director

<U>/s/ Robert Dooley</U>         Senior Vice President-Worldwide        December 29, 2003
Robert Dooley             Computer Sales and Marketing and
                          a Director

<U>/s/ Steven M. Goldschein</U>  Senior Vice President and Chief        December 29, 2003
Steven M. Goldschein      Financial Officer (Principal
                          Financial Officer)

<U>/s/ Michael J. Speiller</U>   Vice President and Controller          December 29, 2003
Michael J. Speiller

<U>/s/ Robert Rosenthal</U>      Director                               December 29, 2003
Robert Rosenthal

<U>/s/ Stacy S. Dick</U>         Director                               December 29, 2003
Stacy S. Dick

<U>/s/ Ann R. Leven</U>          Director                               December 29, 2003
Ann R. Leven

</PRE>

<PAGE>

<P ALIGN=CENTER><FONT SIZE=3><B>EXHIBIT INDEX</B></FONT></P>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25%><U>Exhibit Number</U></TD>
<TD WIDTH=75%><U>Description</U></TD>
</TR>
</TABLE>
<BR>



<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>4.1 </TD>
<TD WIDTH=75%>Systemax Inc. 1999 Long-Term Stock Incentive Plan</TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>5.1 </TD>
<TD WIDTH=75%>Opinion of Stroock &amp;&#160;Stroock &amp;&#160;Lavan LLP with respect to the
shares of Common Stock registered hereunder. </TD>
</TR>
</TABLE>
<BR>

<TABLE WIDTH=100% CELLPADDING=0 CELLSPACING=0 BORDER=0>
<TR VALIGN=TOP>
<TD WIDTH=25%>23.2 </TD>
<TD WIDTH=75%>Consent of Deloitte &amp; Touche LLP to be named in the Registration
Statement.</TD>
</TR>
</TABLE>
<BR>

</BODY>
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S-8
Registration Statement No. 333-______
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
SYSTEMAX INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware
(State or Other Jurisdiction
Of Incorporation or Organization)
11-3262067
(I.R.S. Employer
Identification Number)
11 Harbor Park Drive, Port Washington, NY
11050
(Address of Principal Executive Offices) (Zip Code)
Systemax Inc. 1999 Long-Term Stock Incentive Plan
(Full Title of the Plan)
Curt S. Rush, Esq., Secretary and General Counsel
Systemax Inc.
11 Harbor Park Drive
Port Washington, NY 11050
(Name and Address of Agent For Service)
Telephone Number, Including Area Code for Agent For Service: 516-625-1555
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, $.01 par value
5,000,000 shares
$6.86
$34,300,000
$2,774.87
(1)
Pursuant to Rule 416(a) under the Securities Act of 1933, this
Registration Statement also covers an indeterminate number of additional shares
which may be offered and issued to prevent dilution resulting from stock splits,
stock dividends or similar transactions.
(2)
Estimated solely for the purpose of calculating the registration
fee pursuant to Rule 457(c) and (h) of the Securities Act of 1933, as amended,
based on the average of the high and low price of the common stock on the New
York Stock Exchange on December 26, 2003.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
This Registration Statement on Form S-8 of Systemax Inc. a Delaware corporation
(the "Registrant"), covers 5,000,000 shares of common stock, par value $.01 per
share, of the Registrant (the "Common Stock") which may be issued pursuant to
the Systemax Inc. 1999 Long-Term Stock Incentive Plan.
Item 1.
Plan Information
The documents containing the information specified in this Part I will be sent
or given to participants, as specified by Rule 428(b)(1) promulgated under the
Securities Act of 1933, as amended (the "Securities Act"). Such
documents will not be filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424 under the Securities
Act. These documents and the documents incorporated by reference in the
Registration Statement pursuant to Item 3 of Part II of this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the Securities Act.
See
Rule 428(a)(1) under the Securities Act.
Item 2.
Registrant Information and Employee Plan
Information
(omitted pursuant to procedure described in Item 1
above)
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
Item 3.
Incorporation of Documents by
Reference
The following documents filed with the Commission by the Registrant (Commission
File No. 0-5860) are incorporated herein by reference:
(a)
The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 31, 2002;
(b)
The Registrant's Quarterly Reports on Form 10-Q for the quarters
ended March 31, 2003, June 30, 2003 and September 30, 2003;
(c)
The Registrant's Current Reports on Forms 8-K dated February 28,
2003, May 1, 2003, May 20, 2003, August 12, 2003 and November 12, 2003; and
(d)
The description of the Common Stock which is contained in the
Registrant's Registration Statement on Form 8-A, dated June 1, 1995, filed under
the Securities Exchange Act of 1934, as amended, including any amendment to such
filing or report filed for the purpose of updating such description.
All documents subsequently filed by the Registrant pursuant to Sections 13(a),
13(c), 14 and 15(d) of the Securities Exchange Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be
incorporated by reference herein and to be a part hereof from the date of filing
of such documents.
Any statement contained herein or in a document incorporated or deemed to be
incorporated by reference herein 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 incorporated by reference herein 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 4.
Description of Securities
(Not
applicable)
Item 5.
Interests of Named Experts and Counsel
(Not
applicable)
Item 6.
Indemnification of Directors and
Officers
Section 102(b)(7) of the Delaware General Corporation Law (the "DGCL")
enables a corporation in its original certificate of incorporation or an
amendment thereto to eliminate or limit the personal liability of a director for
violations of the director's fiduciary duty, except (i) for any breach of
the director's duty of loyalty to the corporation or its stockholders, (ii)
for acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (iii) pursuant to Section 174 of the DGCL
(providing for liability of directors for unlawful payment of dividends or
unlawful stock purchases or redemptions) or (iv) for any transaction from which
a director derived an improper personal benefit. The Company has adopted an
amendment to its Certificate of Incorporation, which eliminates the liability of
directors to the extent permitted by Section 102(b)(7) of the DGCL.
Section 145 of the DGCL provides that a corporation may indemnify directors and
officers as well as other employees and individuals against expenses (including
attorneys' fees), judgments, fines and amounts paid in settlement in
connection with specified actions, suits or proceedings, whether civil,
criminal, administrative or investigative (other than an action by or in the
right of the corporation (a "derivative action")) if they acted in
good faith and in a manner they reasonably believed to be in or not opposed to
the best interests of the corporation, and, with respect to any criminal action
or proceeding, had no reasonable cause to believe their conduct was unlawful. A
similar standard is applicable in the case of derivative actions, except that
indemnification only extends to expenses (including attorneys' fees)
incurred in connection with defense or settlement of such action, and the
statute requires court approval before there can be any indemnification where
the persons seeking indemnification has been found liable to the corporation.
The statute provides that it is not exclusive of other indemnification that may
be granted by a corporation's charter, by-laws, disinterested director
vote, stockholder vote, agreement or otherwise. Article Ninth of the Restated
Certificate of Incorporation of the Company provides for indemnification of its
directors and officers to the fullest extent permitted by Delaware law, which
indemnification is considered to be a contract between the Company and such
directors and officers. In addition, such article authorizes the Company's
Board of Directors, to provide additional indemnification to such of its
officers, employees and agents to such extent and to such effect as the Board
of Directors shall determine to be appropriate and authorized by Delaware law.
The Company currently maintains officers' and directors' liability
insurance with a policy limit of $20,000,000 insuring its officers and directors
against certain liabilities and expenses incurred by them in their capacities as
such, and insuring the Company under certain circumstances, in the event that
indemnification payments are made by the Company to such officers and directors.
Item 7.
Exemption from Registration
Claimed
(Not Applicable)
Item 8.
Exhibits
Exhibit No.
Description
4.1
Systemax Inc. 1999 Long-Term Stock Incentive Plan*
5.1
Opinion of Stroock & Stroock & Lavan LLP with respect to the shares of Common
Stock registered hereunder.*
23.1
Consent of Counsel to be named in the Registration Statement
(reference is made to Exhibit 5.1 to this Registration Statement which
contains a copy of this Consent).
23.2
Consent of Deloitte & Touche LLP to be named in the Registration
Statement.*
24
Powers of Attorney (see signature page)*
__________
*
Filed herewith
Item 9.
Undertakings
(a)
The undersigned hereby undertakes:
(1)
To file, during any period in which offers or sales are being made, a
post-effective amendment to this registration statement:
(i) To include any
prospectus required by Section 10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the
prospectus any facts or events arising after the effective date of the
registration statement (or the most recent post-effective amendment thereof)
which, individually or in the aggregate, represent a fundamental change in the
information set forth in the registration statement;
(iii) To include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement;
provided, however
,
that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 15(d) of the Securities Exchange Act of 1934 that are incorporated by
reference in the registration statement.
(2)
That, for the purpose of determining any liability under the Securities Act of
1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial BONA
FIDE offering thereof.
(3)
To remove from registration by means of a post-effective amendment any of the
securities being registered which remain unsold at the termination of the
offering.
(b)
The undersigned registrant hereby undertakes that, for purposes of determining
any liability under the Securities Act of 1933, each filing of the registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities Exchange Act of
1934) that is incorporated by reference in the registration statement shall be
deemed to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial BONA FIDE offering thereof.
(c)
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the County of Nassau, State of New York, on the 29th day of
December 2003.
SYSTEMAX INC.
By:
/s/ Richard Leeds
Richard Leeds, Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act, this Registration Statement
has been signed by the following persons in the capacities and on the dates
indicated. Each person whose signature appears below does hereby make,
constitute and appoint Richard Lees, Bruce Lees and Robert Leeds and each of
them, his true and lawful attorneys and attorney and agents or agent with full
power and authority on his behalf to execute and file with the Securities and
Exchange Commission any amendment or amendments, including post-effective
amendments, to this registration statement, and he does hereby ratify and
confirm all his said attorneys or attorney and agents or agent may do or cause
to be done by virtue hereof.
Signature                 Title                                  Date
---------                 -----                                  ----
/s/ Richard Leeds
Chairman and Chief Executive           December 29, 2003
Richard Leeds             Officer (Principal Executive
                          Officer) and a Director
/s/ Bruce Leeds
Vice Chairman and President of         December 29, 2003
Bruce Leeds               International Operations and a
                          Director
/s/ Robert Leeds
Vice Chairman and President of         December 29, 2003
Robert Leeds              Domestic Operations and a Director
/s/ Robert Dooley
Senior Vice President-Worldwide        December 29, 2003
Robert Dooley             Computer Sales and Marketing and
                          a Director
/s/ Steven M. Goldschein
Senior Vice President and Chief        December 29, 2003
Steven M. Goldschein      Financial Officer (Principal
                          Financial Officer)
/s/ Michael J. Speiller
Vice President and Controller          December 29, 2003
Michael J. Speiller
/s/ Robert Rosenthal
Director                               December 29, 2003
Robert Rosenthal
/s/ Stacy S. Dick
Director                               December 29, 2003
Stacy S. Dick
/s/ Ann R. Leven
Director                               December 29, 2003
Ann R. Leven
EXHIBIT INDEX
Exhibit Number
Description
4.1
Systemax Inc. 1999 Long-Term Stock Incentive Plan
5.1
Opinion of Stroock & Stroock & Lavan LLP with respect to the
shares of Common Stock registered hereunder.
23.2
Consent of Deloitte & Touche LLP to be named in the Registration
Statement.