As filed with the Securities and Exchange Commission
on January 20, 1999.
Registration No. 333-
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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
_________________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_________________________
VANSTAR CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 94-2376431
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
2575 Westside Parkway, Suite 500
Alpharetta, GA 30004
(Address of Principal Executive Offices) (Zip Code)
_________________________
VANSTAR CORPORATION
EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
_________________________
H. CHRISTOPHER COVINGTON, ESQ. Copy to:
Senior Vice President, STANLEY R. HULLER, ESQ.
General Counsel and Secretary Arter & Hadden LLP
VANSTAR CORPORATION 1717 Main St., Suite 4100
2575 Westside Parkway, Suite 500 Dallas, TX 75201-4605
Alpharetta, GA 30004 (214) 761-2100
(Name and address of agent for service)
(770) 522-4700
(Telephone number,
including area code,
of agent for service)
_________________________
CALCULATION OF REGISTRATION FEE
Proposed maximum Proposed maximum Amount of
Title of securities Amount to be offering price per aggregate offering registration
to be registered registered share(1) price(1) fee(2)
- -------------------- ----------------- ----------------------- --------------------- -------------
Common Stock
$.001 par value 1,000,000 shares $8.8125 $8,812,500 $2,449.88
(1) Estimated pursuant to Rules 457(c) and (h) and General
Instruction E to Form S-8 solely for the purpose of calculating
the registration fee, based on the average of the high and low
prices as reported on the New York Stock Exchange on January 13,
1999.
(2) Relates only to additional shares registered hereby and
does not include the amount of the registration fee previously
paid in connection with the 1,000,000 shares of Common Stock
previously registered by that Registration Statement on Form S-8
filed with the Commission on September 4, 1996 (Reg. No. 333-11357).
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EXPLANATORY NOTE
This Registration Statement is being filed for the purpose
of increasing the number of shares of the Registrant's common
stock issuable pursuant to the same plan for which a Registration
Statement of the Registrant on Form S-8 is currently effective.
The Registrant's Registration Statement on Form S-8 filed
with the Securities and Exchange Commission on September 4, 1996
(No. 333-11357) is hereby incorporated by reference.
-2-
Item 8. Exhibits.
Exhibit Number Exhibit
- -------------- -------
4.1 Vanstar Corporation Employee Stock Purchase
Plan, as amended.
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being registered.
23.1 Consent of Arter & Hadden LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.
-3-
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended, the Registrant 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 Alpharetta, Georgia, on January 20, 1999:
VANSTAR CORPORATION
By: /s/ William Y. Tauscher
-------------------------------
William Y. Tauscher
Chief Executive Officer and
Chairman of the Board
Pursuant to the requirements of the Securities Act of 1933,
as amended, this Registration Statement has been signed by the
following persons in the capacities indicated on January 20, 1999:
Signature Title
/s/ William Y. Tauscher Chairman of the Board, Chief
- -------------------------- Executive Officer and Director
William Y. Tauscher (Principal Executive Officer)
/s/ Kauko Aronaho Chief Financial Officer (Principal
- -------------------------- Financial and Accounting Officer)
Kauko Aronaho
/s/ John W. Amerman Director
- --------------------------
John W. Amerman
Director
- --------------------------
Richard H. Bard
/s/ Stewart K.P. Gross Director
- --------------------------
Stewart K.P. Gross
/s/ William H. Janeway Director
- --------------------------
William H. Janeway
Director
- --------------------------
John R. Oltman
Director
- --------------------------
John L. Vogelstein
/s/ Josh R. Weston Director
- --------------------------
Josh S. Weston
-4-
INDEX TO EXHIBITS
Exhibit Number Exhibit
- -------------- -------
4.1 Vanstar Corporation Employee Stock Purchase
Plan, as amended.
5.1 Opinion of Arter & Hadden LLP as to the
legality of the securities being registered.
23.1 Consent of Arter & Hadden LLP (included in
Exhibit 5.1).
23.2 Consent of Ernst & Young LLP.