As filed with the Securities and Exchange Commission on May 13, 1999
Registration Statement No. 333-_____
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
InaCom Corp.
(Exact name of registrant as specified in its charter)
Delaware 47-0681813
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
10810 Farnam Drive
Omaha, Nebraska 68154
(402) 758-3900
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
David C. Guenthner
Executive Vice President and Chief Financial Officer
10810 Farnam Drive
Omaha, Nebraska 68154
(402) 758-3900
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
----------------------
Copies to:
David L. Hefflinger
McGrath, North, Mullin & Kratz, P.C.
Suite 1400
One Central Park Plaza
Omaha, NE 68102
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement.
If the securities being registered on this Form are being offered pursuant
to dividend or interest reinvestment plans, please check the following box.
/ /
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. / /
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. / /
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. / /
CALCULATION OF REGISTRATION FEE
======================================== ================== ===================== ====================== =================
Title of each class of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering Registration
unit price(1) Fee(1)
======================================== ================== ==================== ======================= =================
Common Stock ($.10 par value)....... 77,924 $ 10.69 $ 833,008 $ 232
======================================== ================== ==================== ======================= =================
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(1) Estimated for the purpose of calculating the registration fee pursuant to
Rule 457(c) of the Securities Act of 1933, as amended, on the basis of the
average of the high and low prices per share as reported on the New York
Stock Exchange on May 5, 1999.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
PROSPECTUS
77,924 Shares of
InaCom Corp.
COMMON STOCK
($.10 Par Value)
-------------------
The selling stockholders of InaCom Corp. listed on page 6 may offer or
sell up to 77,924 shares of our common stock under this prospectus from time to
time.
We issued these shares to the selling stockholders in connection with
our acquisition of Tobek Technical Services, Inc. in July 1998.
Our common stock is quoted on the New York Stock Exchange under the
symbol "ICO." On May __, 1999, the closing price of the common stock on the New
York Stock Exchange was $________ per share.
The selling stockholders may offer their shares of common stock through
public or private transactions, at prevailing market prices, or at privately
negotiated prices.
We will not receive any of the proceeds from the sale of the common
stock. All costs, expenses and fees in connection with the registration of the
common stock will be paid by us, except that the selling stockholders will pay
their own underwriting discounts and selling commissions. See "Plan of
Distribution" on page 7.
- --------------------------------------------------------------------------------
Neither the Securities and Exchange Commission nor any
state securities commission has approved or
disapproved of those securities or passed upon
the adequacy or accuracy of this
prospectus. Any representation to the
contrary is a criminal offense.
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May ___, 1999
TABLE OF CONTENTS
Page
Available Information............................................. 3
Incorporation of Certain Documents By Reference................... 3
Certain Forward-Looking Statements................................ 4
InaCom............................................................ 4
Description of Capital Stock...................................... 4
Selling Stockholders.............................................. 6
Plan of Distribution.............................................. 7
Experts........................................................... 7
Legal Matters..................................................... 8
You should rely only on the information contained in this prospectus
and in the materials we file with the Securities and Exchange Commission (the
"SEC"). We have not authorized anyone to provide you with any other information
that is different. Our common stock is not being offered in any state where the
offer is not permitted. The information contained in this prospectus and our
filings with the SEC is accurate only as of its date, regardless of the time of
delivery of this prospectus or of any sale of the securities.
AVAILABLE INFORMATION
We have filed this prospectus as part of a registration statement on
Form S-3 with the SEC. The registration statement contains exhibits and other
information that are not contained in this prospectus. Our descriptions in this
prospectus of the provisions of any documents filed as an exhibit to the
registration statement or otherwise filed with the SEC are only summaries of the
documents' material terms. If you want a complete description of the contents of
the documents, you should obtain the documents yourself by following the
procedures described below.
We file annual, quarterly and special reports, proxy statements and
other information with the SEC. Our SEC filings, including the registration
statement that contains this prospectus, are available to the public over the
Internet at the SEC's web site at http://www.sec.gov. You may also read and copy
any document we file with the SEC at its public reference facilities at 450
Fifth Street, N.W., Washington, D.C. 20549, 7 World Trade Center, Suite 1300,
New York, New York 10048 and Citicorp Center, 500 West Madison Street, Suite
1400, Chicago, Illinois 60661-2511. You can also obtain copies of the documents
at prescribed rates by writing to the Public Reference Section of the SEC at 450
Fifth Street, N.W., Washington, D.C. 20549. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
facilities. Our SEC filings are also available at the office of the New York
Stock Exchange. For further information on obtaining copies of our public
filings at the New York Stock Exchange, you should call (212) 656-5060.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
We "incorporate by reference" into this prospectus the information we
file with the SEC, which means that we can disclose important information to you
by referring you directly to those documents. The information incorporated by
reference is considered part of this prospectus and information that we file
subsequently with the SEC will automatically update and supersede information
contained in this prospectus and the accompanying prospectus supplement. We
incorporate by reference the documents listed below and any filings we make with
the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities Exchange Act
of 1934 after the initial filing of the registration statement that contains
this prospectus and prior to the time that the securities offered by this
prospectus are sold.
o Annual Report on Form 10-K for the year ended December 26, 1998.
o Quarterly Report on Form 10-Q for the quarter ended March 27, 1999.
o Current Reports on Form 8-K dated February 17, 1999 as amended, and
Form 8-K dated March 25, 1999.
o The description of the common stock contained in our registration
statements filed pursuant to the Securities Exchange Act of 1934, and
any amendment or report filed for the purposes of updating such
description.
You may request a copy of these filings (other than an exhibit to a
filing unless that exhibit is specifically incorporated by reference into that
filing) at no cost, by writing to or telephoning us at the following address:
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154
(Attention: Chief Financial Officer)
(402) 758-3900
CERTAIN FORWARD-LOOKING STATEMENTS
This prospectus, including documents incorporated by reference herein,
contains certain forward-looking statements and information relating to us that
are based on the beliefs of management as well as assumptions made by and
information currently available to management. Such statements reflect our
current view of InaCom with respect to future events and are subject to certain
risks, uncertainties and assumptions, including factors described in InaCom's
Annual Report on Form 10-K under "Certain Business Factors." 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.
INACOM
We are a leading single-source provider of information technology
services and products designed to enhance the productivity of information
systems primarily for Fortune 1000 clients. We offer a comprehensive range of
integrated life cycle services to manage the entire technology life cycle
including: (1) technology planning, (2) technology procurement, (3) technology
integration, (4) technology support, and (5) technology management. We sell our
products and services through a marketing network of company-owned business
centers throughout the United States that focus on serving large corporations.
We also have a network of value-added resellers that typically have a regional,
industry, or specific product focus. We have international locations in Central
America, South America and Mexico and international affiliations in Europe,
Asia, Central and South America, the Caribbean, Middle East, Africa and Canada
to satisfy the technology management needs of our multinational clients.
Our headquarters are located at 10810 Farnam Drive, Omaha, Nebraska
68154, and our telephone number is (402) 758-3900.
DESCRIPTION OF CAPITAL STOCK
Our authorized capital stock consists of 100,000,000 shares of common
stock, par value $.10 per share and 1,000,000 shares of Class A Preferred Stock,
par value $1.00 per share. As of May 3, 1999, there were (1) 45,228,260 shares
of common stock outstanding or issuable pursuant to the February 1999 merger
with Vanstar Corporation and (2) no shares of Class A Preferred Stock
outstanding.
In October 1996, Vanstar's subsidiary trust issued certain preferred
securities and the holders are entitled to cumulative cash distributions at an
annual rate of 6 3/4% of the liquidation amount of $50 per security. The
preferred securities are convertible at the option of the holder into InaCom
common stock at a conversion rate of 1.113 shares of InaCom common stock for
each preferred security (equivalent to a conversion price of $44.92 per share);
an aggregate of 5,565,000 shares of common stock would be issued if all
preferred securities were converted into common stock.
Common Stock
Holders of common stock are entitled to such dividends as may be
declared by our Board of Directors out of the assets legally available for that
purpose. Holders of common stock are entitled to one vote per share on all
matters submitted to a vote of our stockholders. Holders of common stock do not
have cumulative voting rights; therefore, the holders of more than 50% of the
common stock voting for the election of directors can elect all the directors.
The holders of common stock have no pre-emptive or other subscription rights,
and there are no conversion or redemption or sinking fund provisions with
respect to such shares.
All of the outstanding shares of common stock are duly authorized,
validly issued, fully paid and nonassessable.
Preferred Stock
Our Board of Directors is authorized to issue up to 1,000,000 shares of
Class A Preferred Stock in one or more series, from time to time, with such
designations, preferences and relative, participating, optional or other special
rights, and qualifications, limitations and restrictions thereof, as may be
provided in a resolution or resolutions adopted by the Board of Directors. The
authority of the Board of Directors includes, but is not limited to, the
determination or fixing of the following with respect to shares of such class or
any series thereof: (1) the number of shares; (2) the dividend rate and the date
from which dividends are to be cumulative; (3) whether shares are to be
redeemable and, if so, the terms and amount of any sinking fund providing for
the purchase or redemption of such shares; (4) whether shares shall be
convertible, and, if so, the terms and provisions thereof; (5) what restrictions
are to apply, if any, on the issue or reissue of any additional Class A
Preferred Stock; and (6) whether shares have voting rights. Shares of Class A
Preferred Stock may be issued with a preference over the common stock as to the
payment of dividends. No shares of Class A Preferred Stock have been issued.
Classes of stock such as the Class A Preferred Stock may be used, in
certain circumstances, to create voting impediments on extraordinary corporate
transactions or to frustrate persons seeking to effect a merger or otherwise to
gain control of InaCom. For the foregoing reasons, any shares of Class A
Preferred Stock issued by us could have an adverse effect on the rights of the
holders of the common stock. We have no present plans to issue any shares of
Class A Preferred Stock.
Liquidation and Other Rights
Upon liquidation, the holders of common stock are entitled to share
ratably in assets available for distribution to stockholders after satisfaction
of any liquidation preferences of any outstanding preferred stock. The issuance
of any shares of series of Class A Preferred Stock in future financings,
acquisitions or otherwise may result in dilution of voting power and relative
equity interest of the holders of shares of common stock. Any such future
issuance will subject the common stock to the prior dividend and liquidation
rights of the outstanding shares of the series of preferred stock.
Advance Notice Requirements in Connection with Stockholder Meetings
Our bylaws establish an advance notice procedure for bringing business
before an annual meeting of stockholders and for nominating (other than by or at
the direction of the Board of Directors) candidates for election as directors at
a meeting of stockholders. To be timely, notice of business to be brought before
an annual meeting or nominations of candidates for election of directors at a
meeting must be received by the Secretary of InaCom not less than 90 nor more
than 120 days prior to the meeting.
Section 203 of the Delaware General Corporation Law
Section 203 of the General Corporation Law of the Delaware prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless (1)
upon consummation of such transaction the interested stockholder owned 85% of
the voting stock of the corporation outstanding at the time the transaction
commenced or (2) the business combination is, or the transaction in which such
person became interested stockholder was, approved in a prescribed manner. A
"business combination" includes a merger, an asset sale and any other
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns 15% or more of the corporation's voting stock.
Transfer Agent
The transfer agent for the common stock is First Chicago Trust Company
of New York.
SELLING STOCKHOLDERS
The 77,924 shares of common stock offered in this Prospectus are owned
by or may be issued to the following selling stockholders in the indicated
amounts:
Shares of Shares of Common Stock
Selling Stockholder Common Stock Owned Which May Be Issued
Brett Husselbaugh 53,360 23,277
Richard Backus 1,287
We acquired Tobek Technical Services, Inc. in July 1998 and issued an
aggregate of 54,647 shares to the selling stockholders and may issue up to an
additional 23,277 shares to Brett Husselbaugh pursuant to certain contractual
provisions.
PLAN OF DISTRIBUTION
The selling stockholders may offer the common stock from time to time:
o on the New York Stock Exchange
o on other exchanges on which the common stock may be listed
o in the over-the-counter market
o in other ways not involving market-makers or established trading
markets, including direct sales to purchasers or sales effected through
agents
The shares may be sold at prices and at terms then prevailing, at
prices related to the then current market price or in negotiated transactions
The shares may be sold in one or more of these transactions:
o a block trade in which the broker or dealer so engaged will attempt to
sell the shares as agent, but may position and resell a portion of the
block as principal to facilitate the transaction
o purchases by a broker or dealer as principal and resale by such broker
or dealer for its account pursuant to this prospectus
o an exchange distribution in accordance with the rules of an exchange
o ordinary brokerage transactions and transactions in which the broker or
dealer solicits purchasers
o pursuant to call and put options or similar rights giving the holder,
the broker or dealer the right to purchase or the selling stockholders,
the broker or dealer the right to sell a fixed amount of common stock
at pre-negotiated prices
o by bona fide pledgees of shares pursuant to loan and pledge agreements
with the selling stockholders.
Brokers or dealers will receive commissions or discounts from the
selling stockholders in amounts to be negotiated by the selling stockholders.
EXPERTS
The consolidated financial statements of InaCom Corp. and subsidiaries
as of December 26, 1998 and December 27, 1997, and for each of the years in the
three-year period ended December 26, 1998, incorporated by reference herein from
the Company's Current Report on Form 8-K/A filed March 4, 1999, have been
incorporated herein in reliance upon the report of KPMG LLP, independent
certified public accountants, incorporated by reference herein, and upon the
authority of said firm as experts in accounting and auditing. That report refers
to the opinion of other auditors with respect to Vanstar Corporation ("Vanstar")
a company acquired by the Company in February 1999 in a business combination
accounted for as a pooling of interests. Such statements are included in the
consolidated financial statements of the Company. Those statements were audited
by other auditors whose report has been furnished to us, and KPMG LLP's opinion,
insofar as it relates to the amounts included for Vanstar, is based solely on
the report of the other auditors.
The consolidated financial statements of Vanstar, appearing in Exhibit
99.1 of the Company's Current Report on Form 8-K/A filed March 4, 1999, for the
year ended April 30, 1998, have been audited by Ernst & Young LLP, independent
auditors, as set forth in their report thereon included therein. Such
consolidated financial statements are included in reliance upon such report
given on the authority of such firm as experts in accounting and auditing.
LEGAL MATTERS
The validity of the common stock offered hereby have been passed upon
for us by McGrath, North, Mullin & Kratz, P.C., Omaha, Nebraska 68102.
II-3
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution.
The following table sets forth the various expenses and costs (other
than underwriting discounts and commissions) expected to be incurred in
connection with the sale and distribution of the securities being registered.
All of the amounts shown are estimated except the registration fees of the
Commission.
====================================== ==========================
Item Amount to be paid by
Company
====================================== ==========================
SEC registration fee $232
====================================== ==========================
Printing and engraving expenses $1,000*
====================================== ==========================
Accounting fees and expenses $10,000*
====================================== ==========================
Legal fees and expenses $15,000*
====================================== ==========================
Miscellaneous $1,786*
====================================== ==========================
Total $28,000*
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*Estimated
Item 15. Indemnification of Directors and Officers.
Pursuant to Article VII of the Certificate of Incorporation of InaCom,
InaCom 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, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. The Certificate of Incorporation provides that no
director shall be liable to InaCom or its stockholders for monetary damages for
breach of fiduciary duty as a director with respect to acts or omissions;
however, a director shall continue to be liable for (1) any breach of a
director's duty of loyalty to InaCom or its stockholders; (2) acts or omissions
not in good faith or which involve intentional misconduct or a knowing violation
of law; (3) paying a dividend or approving a stock repurchase which would
violate Section 174 of the General Corporation Law of the State of Delaware; or
(4) any transaction from which the director derived an improper personal
benefit.
The by-laws of InaCom provide for indemnification of InaCom's officers
and directors against all expenses, liabilities or losses reasonably incurred or
suffered by them, including liability arising under the Securities Act of 1933,
to the extent legally permissible under section 145 of the General Corporation
Law of the State of Delaware 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 such
person was serving InaCom in such capacity. Generally, under Delaware law,
indemnification may 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 InaCom.
InaCom also maintains a director and officer insurance policy which
insures the officers and directors of InaCom and its subsidiaries 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 16. Exhibits.
Exhibit 4.1 Specimen common stock Certificate incorporated by reference
from InaCom's registration statement on Form S-3
(333-11687)
4.2 Certificate of Incorporation of InaCom, as amended to date,
incorporated herein by reference to InaCom's Current Report
on Form 8-K, dated February 17, 1999, as amended
4.3 Bylaws of InaCom, as amended to date, incorporated herein
by reference to InaCom's Current Report on Form 8-K, dated
February 17, 1999, as amended
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 Consent of KPMG LLP
23.2 Consent of Ernst & Young LLP
23.3 Consent of McGrath, North, Mullin & Kratz, P.C.
(included in Exhibit 5.1)
24 Powers of Attorney
Item 17. Undertakings.
The undersigned registrant ("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:
o To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
o To reflect in the prospectus, any facts or events arising after
the effective date of this 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 this Registration Statement;
o To include any material information with respect to the plan of
distribution not previously disclosed in this Registration
Statement or any material change to such information in this
Registration Statement; provided, however, that paragraphs (1)(i)
and (1)(ii) above do not apply if the information required to be
included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that
are incorporated by reference in this Registration Statement.
(2) 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.
(3) That, for purposes of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (the "Exchange Act") that is incorporated by reference in
this 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 be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to written agreements, Bylaw provisions or the Delaware Law,
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 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 of the requirements for filing on Form S-3 and has
duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, State of Nebraska,
on the 12th day of May, 1999.
INACOM CORP.
/s/ Bill L. Fairfield
By:___________________________
Bill L. Fairfield, President and
Chief Executive Officer
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 12th day of May, 1999.
Signature Title
/s/ Bill L. Fairfield
______________________________ President and Chief Executive Officer
Bill L. Fairfield and Director
/s/ David C. Guenthner
______________________________ Executive Vice President
David C. Guenthner and Chief Financial Officer (Principal
Financial and Accounting Officer)
Joseph Auerbach* Director
Richard H. Bard* Director
Mogens C. Bay* Director
James Q. Crowe* Director
W. Grant Gregory* Director
Rick Inatome* Director
Joseph Inatome* Director
William H. Janeway* Director
John R. Oltman* Director
Gary Schwendiman Director
William Y. Tauscher* Director
Linda S. Wilson Director
* Bill L. Fairfield, by signing his name hereto, signs the Registration
Statement on behalf of each of the persons indicated. A Power-of-Attorney
authorizing Bill L. Fairfield to sign this Registration Statement on behalf of
each of the indicated Directors of InaCom Corp. is filed herewith as Exhibit 24.
/s/ Bill L. Fairfield
By:________________________
Bill L. Fairfield
Attorney-in-Fact
EXHIBIT INDEX
Exhibit Description Page
4.1 Specimen common stock Certificate incorporated by
reference from InaCom's registration statement on
Form S-3 (333-11687)
4.2 Certificate of Incorporation of InaCom, as
amended to date, incorporated herein by reference
to InaCom's Current Report on Form 8-K, dated
February 17, 1999, as amended
4.3 Bylaws of InaCom, as amended to date, incorporated
herein by reference to InaCom's Current Report on
Form 8-K, dated February 17, 1999, as amended
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C..........
23.1 Consent of KPMG LLP.....................................
23.2 Consent of Ernst & Young LLP............................
23.3 Consent of McGrath, North, Mullin & Kratz, P.C.
(included in Exhibit 5.1)
24 Powers of Attorney......................................
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