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): June 9, 2000
InaCom Corp.
(Exact name of registrant as specified in charter)
Delaware 0-16114 47-068183
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
10810 Farnam Drive, Suite 200, Omaha, Nebraska 68154
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (402) 758-3900
Not Applicable
(Former name or former address, if changed from last report)
This report contains certain forward-looking statements and information relating
to InaCom Corp. ("InaCom" or the "Company) that are based on the beliefs of
InaCom management as well as assumptions made by and information currently
available to InaCom management. Such statements reflect the current view of
InaCom with respect to future events and are subject to certain risks,
uncertainties, and assumptions, including the risk factors and uncertainties
described in the Company's 1998 Form 10-K annual report. Should one or more of
these risks or uncertainties materialize, or should underlying assumptions prove
incorrect, actual results may vary materially from those described herein as
believed, estimated or expected.
Item 5. Other Events. Pursuant to the terms of a Second Waiver and Agreement
dated June 9, 2000 (the "Agreement"), the Company's lenders under its Senior
Secured Revolving Credit Agreement dated as of April 9, 1999 (as amended to
date, the "Credit Agreement") agreed to extend the term of the Waiver and
Agreement dated May 24, 2000, the terms of which have been previously disclosed
in the Company's most recent Form 8-K. The current waiver is valid for a period
(the "Waiver Period") ending upon the earliest of (i) June 16, 2000, (ii) the
date on which a bankruptcy filing, if any, is made with respect to the Company,
(iii) the business day following the date, if any, on which the strategic buyer
previously identified to the lenders notifies the Company that it is not willing
to purchase the Company's services business, (iv) the date on which the Company
terminates its ongoing efforts to sell such business, or (v) the date on which
any event of default (other than those waived in the Agreement) under the Credit
Agreement occurs. Pursuant to the terms of the Agreement, the lenders agreed
that the Company would fund its payroll and other critical expenses during the
Waiver Period from accounts receivable proceeds received on or after June 8,
2000, provided that such financing did not exceed $6 million in the aggregate
for payroll and, for critical expenses, the lesser of (i) $3 million and (ii)
the balance of accounts receivable proceeds received on or after June 8, 2000
net of payroll expenses and certain other specific items. The lenders agreed to
finance payroll (up to $6 million) and certain other specific items to the
extent collections are insufficient. The Company is currently in negotiations
with a strategic buyer regarding the sale of its services business; however
there can be no assurance that the Company will enter into any agreement to sell
its services business or that, if such an agreement may be reached, the sale of
the services business will be consummated. Further, there can be no assurance
that, upon termination of the current Waiver Period, the Company's lenders will
extend such Waiver Period or waive any defaults which will then exist. As
previously disclosed, under such circumstances, and considering the very limited
financial resources of the Company and the Company's current financial
condition, the Company will likely need to seek protection under federal
bankruptcy law. As a result, the lenders under the Credit Agreement have agreed
with the Company to negotiate a mutually acceptable budget for the Company for
June and July 2000, as well as mutually acceptable debtor-in-possession
financing arrangements. There can be no assurance that such financing
arrangements will be agreed to. A copy of the Agreement executed by the Company
and the lenders is attached as an exhibit and is incorporated herein by
reference.
The following exhibits are filed with this Form 8-K:
10.1 Second Waiver and Agreement, dated as of June 9, 2000, among InaCom Corp.,
the Banks party to the Senior Secured Revolving Credit Agreement dated as of
April 9, 1999, IBM Credit Corporation, as Documentation Agent, Banque Nationale
de Paris, as Syndication Agent, and Deutsche Bank AG, New York Branch, as
Administrative Agent.
SIGNATURES
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.
INACOM CORP.
By: /s/ Thomas J. Fitzpatrick
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Name: Thomas J. Fitzpatrick
Title: Executive Vice President and
Chief Financial Officer
June 12, 2000