UNITED STATES
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
February 17, 1999
Date of Report (Date of earliest event reported)
InaCom Corp.
(Exact name of registrant as specified in its charter)
Delaware 0-16114 47-0681813
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
10810 Farnam Drive, Suite 200, Omaha Nebraska 68154
(Address of principal executive offices) (Zip Code)
(402) 758-3900
Registrant's telephone number, including area code
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(Former name or former address, if changed since
last report.)
Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
The stockholders of InaCom Corp., a Delaware corporation ("InaCom"), at
a special stockholders' meeting on February 17, 1999, approved the issuance of
InaCom common stock to stockholders of Vanstar Corporation, a Delaware
corporation ("Vanstar"), pursuant to an Agreement and Plan of Merger dated
October 8, 1998 (the "Merger Agreement"). The Vanstar stockholders, at a special
stockholders' meeting also held on February 17, 1999, approved the Merger
Agreement. Vanstar became a wholly-owned subsidiary of InaCom on February 17,
1999 following the foregoing stockholder approvals and the filing of a
Certificate of Merger in Delaware. A copy of the Certificate of Merger is
attached hereto as Exhibit 3.1.
The InaCom stockholders at the special stockholders' meeting also
approved (i) an amendment to the certificate of incorporation of InaCom to
increase the number of authorized shares of InaCom common stock to 100,000,000
shares and (ii) an increase of an additional 10,000,000 shares of InaCom common
stock authorized for issuance under the 1997 InaCom Stock Plan. The amendment of
InaCom's certificate of incorporation is attached hereto as Exhibit 3.2 and the
amendment of the InaCom Stock Plan is attached hereto as Exhibit 4.1.
Under the terms of the Merger Agreement, Vanstar stockholders are
entitled to receive .64 shares of InaCom common stock in exchange for each share
of Vanstar common stock previously owned.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The financial statements required by Item 7(a) and Item 7(b) of Form
8-K will be filed pursuant to an amendment to Form 8-K no later than March 26,
1999.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated October 8, 1998 among
InaCom Corp., Vanstar Corporation, and InaCom Acquisition Inc.
incorporated by reference from InaCom Corp.'s Current Report
on Form 8-K dated October 8, 1998.
3.1 Certificate of Merger.
3.2 Amendment to Certificate of Incorporation of InaCom Corp.
4.1 Amendment to 1997 InaCom Stock Plan
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.
INACOM CORP.
February 17, 1999 /s/ DAVID C. GUENTHNER
By:______________________
David C. Guenthner
Executive Vice President and
Chief Financial Officer
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INDEX TO EXHIBITS
Exhibit Description
2.1 Agreement and Plan of Merger dated October 8, 1998 among InaCom Corp.,
Vanstar Corporation, and InaCom Acquisition Inc. incorporated by
reference from InaCom Corp.'s Current Report on Form 8-K dated October
8, 1998.
3.1 Certificate of Merger.
3.2 Amendment to Certificate of Incorporation of InaCom Corp.
4.1 Amendment to 1997 InaCom Stock Plan.
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