SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ---------------- 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 9, 2004 (December 9, 2004) WESCO International, Inc. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 001-14989 25-1723345 ---------------------------- ------------ ------------------- (State or other jurisdiction (Commission (IRS Employer of incorporation) File Number) Identification No.) 225 West Station Square Drive, Suite 700 Pittsburgh, Pennsylvania 15219 ---------------------------------------- ---------- (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 (see General Instruction A.2.): [ ] 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 9, 2004, WESCO International, Inc. issued a press release announcing that it is publicly offering 4,000,000 shares of its common stock. Certain selling stockholders, including The Cypress Group LLC and a few members of the Company's management team, are offering an additional 6,000,000 shares of common stock. The underwriters will have an option to purchase up to 1,500,000 additional shares, substantially all of which would come from The Cypress Group LLC. A copy of the press release is attached hereto as Exhibit 99.1. Item 9.01 Financial Statements and Exhibits. (c) Exhibits. Exhibit No. Description ----------- ----------- 99.1 Press Release 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. Dated: December 9, 2004 WESCO INTERNATIONAL, INC. By: /s/ STEPHEN A. VAN OSS ----------------------------------- Stephen A. Van Oss Senior Vice President and Chief Financial and Administrative Officer