Total Pages: 24
Exhibit Index on Page: 6
Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INACOM CORP.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0681813
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
200 Farnam Executive Center
10810 Farnam Drive
Omaha, Nebraska 68154
(Address of Principal Executive Offices) (Zip Code)
InaCom 1997 Stock Plan
(Full Title of the Plan)
David C. Guenthner, Senior Vice President
and Chief Financial Officer
InaCom Corp.
200 Farnam Executive Center
10810 Farnam Drive
Omaha, Nebraska 68154
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-392-3900
CALCULATION OF REGISTRATION FEE
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Title of Amount to Proposed maxi- Proposed maxi- Amount
of
securi- be regis- mum offering mum aggregate
registra-
ties to be tered price per offering price tion
fee
registered share
Common 1,400,000 $21.57* $30,198,000* $9,151
Stock
*Estimated solely for the purposes of calculating the amount of
the registration fee, pursuant to Rule 457(c), on the basis of
the average of the high and low sales prices on April 22, 1997.
PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 3. Incorporation by Certain Documents by Reference.
InaCom Corp. (the "Company") hereby incorporates by
reference in this Registration Statement the following documents
previously filed with the Securities and Exchange Commission:
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 28, 1996.
(b) All other reports filed pursuant to Section 13(a) or
15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") since the end of the Company's fiscal
year ended December 28, 1996.
(c) The description of the Company's common stock contained
in a registration statement filed under the Exchange
Act, including any amendment or report filed for the
purpose of updating such description.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 in the Registration Statement and to be
a part thereof from the date of filing of such documents.
Item 6. Indemnification of Directors and Officers.
Pursuant to Article VII of the Certificate of Incorporation
of the Company, the Company shall, to the extent required, and
may, to the extent permitted, by Section 102 and Section 145 of
the General Corporation Law of the State of Delaware, as amended
from time to time, indemnify and reimburse all persons whom it
may indemnify and reimburse pursuant thereto. No director shall
be liable to the Company or its stockholders for monetary damages
for breach of fiduciary duty as a director with respect to acts
or omissions occurring on or after May 27, 1987. A director shall
continue to be liable for (i) any breach of a director's duty of
loyalty to the Company or its stockholders; (ii) acts or
omissions not in good faith or which involve intentional
misconduct or a knowing violation of law; (iii) paying a dividend
or approving a stock repurchase which would violate Section 174
of the General Corporation Law of the State of Delaware; or (iv)
any transaction from which the director derived an improper
personal benefit.
The by-laws of the Company provide for indemnification of
Company officers and directors against all expenses, liability
or losses reasonably incurred or suffered by them, including
liability arising under the Securities Act of 1933, to the extent
legally permissible under the Delaware General Corporation Law
where any such person was, is, or is threatened to be made a
party to or is involved in any action, suit or proceeding,
whether civil, criminal, administrative or investigative, by
reason of the fact he was serving the Company in such capacity.
Generally, under Delaware law, indemnification will only be
available where an officer or director can establish that such
person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of the
Company.
The Company also maintains a director and officer insurance
policy which insures the Company, its subsidiaries and their
officers and directors against damages, judgments, settlements
and costs incurred by reason of certain wrongful acts committed
by such persons in their capacities as officers and directors.
Item 8. Exhibits
4.1 - InaCom 1997 Stock Plan
5 - Opinion of McGrath, North, Mullin & Kratz,
P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company (included as
part
of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick LLP
24 - Powers of Attorney
Item 9. Undertakings
A. The undersigned registrant 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 (the "Securities Act");
(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 paragraph (A)(l)(i) and
(A)(l)(ii) do not apply if the information
required to be included in a post-effective
amendment by the foregoing paragraphs is contained
in periodic reports filed by the Company pursuant
to Section 13 or Section 15(d) of the Exchange Act
that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act, 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,
each filing of the registrant's annual report pursuant to
Section 13(a) or Section 15(d) of the Exchange Act 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 he deemed to be the initial bona fide offering
thereof.
C. Insofar as indemnification for liabilities arising
under the Securities Act 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 Securities 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 of whether such
indemnification by it is against public policy as expressed in
the Securities Act and will be governed by the final adjudication
of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
InaCom Corp., a Delaware corporation, certifies that it has
reasonable grounds to believe that it meets all 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 Omaha, and the State of
Nebraska, on this 23rd day of April, 1997.
InaCom Corp.
By /s/ Bill L. Fairfield
____________________________
Bill L. Fairfield, President
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed below by the
following persons in the capacities indicated on the 23rd day of
April, 1997.
Signature Title
/s/ Bill L. Fairfield
_________________________ President (Principal Executive
Bill L. Fairfield Officer) and Director
/s/ David C. Guenthner
_________________________ Executive Vice President and Chief
David C. Guenthner Financial Officer (Principal
Financing and Accounting Officer)
Joseph Auerbach* Director
Mogens C. Bay* Director
W. Grant Gregory* Director
Rick Inatome* Director
Joseph Inatome* Director
Gary Schwendiman* Director
Linda S. Wilson* Director
*This registration statement has been signed by the
undersigned as attorney-in-fact on behalf of each person so
indicated pursuant to a power of attorney duly executed by each
such person.
By /s/ Bill L. Fairfield
____________________________
Bill L. Fairfield
Attorney-in-Fact
INDEX OF EXHIBITS
PAGE
NUMBER DESCRIPTION NO.
4.1 - InaCom 1997 Stock Plan....................... 7
5 - Opinion of McGrath, North, Mullin &
Kratz, P.C................................. 16
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company
(included as part of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick LLP............. 17
24 - Powers of Attorney........................... 18