MALL Pcm, Inc. (MM)

As filed with the Securities and Exchange Commission on August 10, 2012

Registration No. 333-          

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM S-8

REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933

PC MALL, INC.

(Exact name of Registrant as specified in its charter)

1940 East Mariposa Avenue

El Segundo, CA 90245

(Address of Principal Executive Offices)

PC Mall, Inc. 2012 Equity Incentive Plan

(Full Title of Plan)

Frank F. Khulusi

Chairman of the Board, President and Chief Executive Officer

PC Mall, Inc.

1940 East Mariposa Avenue

El Segundo, CA 90245

(Name and Address of Agent for Service)

(310) 354-5600

(Telephone Number, Including Area Code, of Agent For Service)

Copy to:

Craig S. Mordock
Jones Day
3161 Michelson Drive, Suite 800

Irvine, CA 92612
(949) 851-3939

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.

CALCULATION OF REGISTRATION FEE

(1)      Pursuant to Rule 416(a) under the Securities Act of 1933, as amended (the “Securities Act”), this registration statement includes an indeterminate number of additional shares which may be offered and issued to prevent dilution from stock splits, stock dividends or similar transactions as provided in the above-referenced plan.

(2)          This registration statement covers the following shares authorized under the 2012 Equity Incentive Plan: 1,000,000 shares of common stock plus up to 3,404,061 shares of common stock relating to prior awards under the Registrant’s 1994 Stock Incentive Plan that expire, are forfeited or are cancelled after the date of this Registration Statement.

(3)          Estimated solely for the purpose of calculating the registration fee. Pursuant to Rule 457(c) and Rule 457(h) under the Securities Act, the proposed maximum offering price per share and the proposed maximum aggregate offering price have been determined on the basis of the average of the high and low prices reported on the Nasdaq Global Market on August 6, 2012.

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3.       Incorporation of Documents by Reference.

The following documents filed by the Registrant with the Securities and Exchange Commission (the “Commission”) are incorporated herein by reference:

(a)           The Registrant’s Annual Report on Form 10-K for the fiscal year ended December 31, 2011, which includes audited financial statements for the Registrant’s latest fiscal year.

(b)           The Registrant’s Quarterly Reports on Form 10-Q for the quarterly periods ended March 31, 2012 and June 30, 2012.

(c)           The Registrant’s Current Reports on Form 8-K filed on February 26, March 1 (with respect to Item 5.02 only), March 22, April 1, June 29 and July 2, 2012.

(d)           The description of the Registrant’s Common Stock contained in its Registration Statement on Form 8-A filed with the Commission on March 31, 1996 under the Exchange Act, including any amendment or report filed for the purpose of updating such description.

All documents subsequently filed by the Registrant with the Commission pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act, and prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold shall be deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the date of filing of such documents.  Any statement contained in a document incorporated herein by reference 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 herein by reference 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 6.       Indemnification of Directors and Officers.

The Registrant’s Certificate of Incorporation eliminates, to the fullest extent permissible under Delaware statutory or decisional law, as amended or interpreted, the personal liability of directors to the Registrant and its stockholders for monetary damages for breach of fiduciary duty as a director. The Registrant’s Bylaws provide that the Registrant’s directors and officers are to be indemnified and held harmless by the Registrant to the fullest extent authorized by the Delaware General Corporation Law against all expenses, liability and loss incurred in their capacity as directors and officers of the Registrant.

2

The Registrant has entered into indemnification agreements with each of its current directors and executive officers that provide the maximum indemnity available to directors and officers under Section 145 of the Delaware General Corporation Law and the Registrant’s Certificate of Incorporation, as well as certain procedural protections. The Registrant also maintains a directors’ and officers’ liability insurance policy insuring its directors and officers.

Item 8.       Exhibits.

4.1                                PC Mall, Inc. 2012 Equity Incentive Plan (incorporated herein by reference to Annex A to the definitive proxy statement on Schedule 14A of PC Mall, Inc. (File No. 0-25790) filed with the Commission on April 30, 2012)

5.1                                Opinion of Jones Day

23.1                         Consent of Jones Day (contained in Exhibit 5.1)

23.2                         Consent of Independent Registered Public Accounting Firm

24.1                         Power of Attorney (see signature page)

3

SIGNATURES

Pursuant to the requirements of the Securities Act, PC Mall, Inc. 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 City of El Segundo, State of California, on August 10, 2012.

POWER OF ATTORNEY

Each person whose signature appears below constitutes and appoints Frank F. Khulusi and Brandon H. LaVerne, and each of them, as attorneys-in-fact, each with the power of substitution, for him or her in any and all capacities, to sign any amendment to this Registration Statement and to file the same, with exhibits thereto and other documents in connection therewith, with the Commission, granting to said attorneys-in-fact, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith, as fully to all intents and purposes as he or she might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact or any of them, or their or his substitute or substitutes, may lawfully do or cause to be done by virtue hereof.

Pursuant to the requirements of the Securities Act, this Registration Statement has been signed below by the following persons in the capacities and on the dates indicated.

4

EXHIBIT INDEX

5