As filed with the Securities and Exchange Commission on September 6, 1996
Registration No. 33-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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VANSTAR CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 94-2376431
(State or other jurisdiction (I.R.S. employer identification
of incorporation or organization) number)
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5964 WEST LAS POSITAS, PLEASANTON, CALIFORNIA 94588
(Address of principal executive offices)
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VANSTAR CORPORATION
STOCK OPTION AGREEMENT WITH RICHARD N. ANDERSON
(Full title of the plan)
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H. CHRISTOPHER COVINGTON
Senior Vice President, General Counsel and Secretary
Vanstar Corporation
5964 West Las Positas
Pleasanton, California 94588
(510) 734-4000
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
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Copy to:
Lawrence G. Graev, Esq.
O'Sullivan Graev & Karabell, LLP
30 Rockefeller Plaza
New York, New York 10112
(212) 408-2400
CALCULATION OF REGISTRATION FEE
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Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share price
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Common Stock; $.001 14,900 shares $6.00 $89,400 $31
par value
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PART I
INFORMATION REQUIRED IN THE
SECTION 10(a) PROSPECTUS
The document(s) containing the information specified in Part I will be
sent or given to employees as specified by Rule 428(b)(1). Such documents
are not being filed with the Securities and Exchange Commission (the
"Commission") either as part of this Registration Statement or as
prospectuses or prospectus supplements pursuant to Rule 424. Such documents
and the documents incorporated by reference in this Registration Statement
pursuant to Item 3 of Part II of this Form, taken together, constitute a
prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
(a) The following documents, which have been filed by Vanstar
Corporation, a Delaware corporation (the "Registrant"), with the Commission,
are incorporated herein by reference:
(i) The Registrant's Annual Report on Form 10-K for the
fiscal year ended April 30, 1996, filed with the Commission pursuant to the
Securities Exchange Act of 1934, as amended (the "Exchange Act").
(ii) All other reports filed pursuant to Section 13(a) or
15(d) of the Exchange Act since April 30, 1996.
(iii) The description of the Common Stock contained in the
Registrant's Registration Statement on Form 8-A, filed with the Commission
pursuant to the Exchange Act, including any amendment or report filed for the
purpose of updating such description.
(b) In addition, all documents filed by the Registrant with the
Commission 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 hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference herein and to be part hereof from the date of the filing of such
documents.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Pursuant to Section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), Article VI of the Company's Restated
Certificate of Incorporation (the "Restated Certificate of Incorporation")
eliminates the liability of the Company's directors to the Company or its
stockholders, except for liabilities related to breach of duty of loyalty,
actions not in good faith and certain other liabilities.
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Section 145 of DGCL provides for indemnification by the Company
of its directors and officers. In addition, Article IX, Section 1 of the
Company's By-laws requires the Company to indemnify any current or former
director, officer or employee to the fullest extent permitted by the DGCL.
In addition, the Company has entered into indemnity agreements with its
directors and certain officers which obligate the Company to indemnify such
directors and officers to the fullest extent permitted by the DGCL. The
Company also maintains officers' and directors' liability insurance, which
insures against liabilities that officers and directors of the Company may
incur in such capacities.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
EXHIBIT NO. DESCRIPTION
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3.1 Restated Certificate of Incorporation of the Registrant (1)
3.2 By-laws of the Registrant (1)
4 Option to Purchase Common Stock dated July 3, 1991, issued by the
Registrant to Richard N. Anderson.
5 Opinion of O'Sullivan Graev & Karabell, LLP special counsel to the
Corporation (including the consent of such special counsel)
regarding the legality of securities being offered
23.1 Consent of O'Sullivan Graev & Karabell, LLP special counsel to the
Corporation (included in its opinion filed as Exhibit 5 hereto)
23.2 Consent of Ernst & Young LLP, independent auditors
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(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 (Reg. No. 33-80297) as declared
effective by the Commission on March 8, 1996.
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;
(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;
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(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 paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the registration statement is on Form S-3, Form S-8 or Form
F-3, and the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed
with or furnished to the Commission by the registrant pursuant to
Section 13 or Section 15(d) of the Securities Exchange Act of 1934
that are incorporated by reference in the registration statement.
(2) That, for the purpose of determining any liability
under the Securities Act of 1933, 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 of 1933, each
filing of the Registrant's annual report pursuant to Section 13(a) or 15(d)
of the Securities Exchange Act of 1934 (and, where applicable, each filing of
an employee benefit plan's annual report pursuant to Section 15(d) of the
Securities Exchange Act of 1934) 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 be deemed to be the initial BONA FIDE offering
thereof.
(c) Insofar as indemnification for liabilities arising under
the Securities Act of 1933 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 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 Act and will be governed by the final
adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Registrant certifies that it has reasonable grounds to believe that it meets
all of 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 Pleasanton, State of California, on
this 6th day of September, 1996.
VANSTAR CORPORATION
By: /s/ William Y. Tauscher
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William Y. Tauscher
Chairman of the Board, Chief Executive
Officer and Director
Pursuant to the requirements of the Securities Act of 1933,
this Registration Statement has been signed on the 6th day of September,
1996, by the following persons in the capacities indicated.
SIGNATURE TITLE
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Chairman of the Board, Chief Executive Officer
/s/ William Y. Tauscher and Director (Principal Executive Officer)
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William Y. Tauscher
/s/ Jeffrey S. Rubin Vice Chairman of the Board, Chief Financial
- ---------------------------------------- Officer and Director (Principal Financial and
Jeffrey S. Rubin Accounting Officer)
/s/ Jay S. Amato President, Chief Operating Officer and Director
- ---------------------------------------- (Principal Executive Officer)
Jay S. Amato
/s/ John W. Amerman
- ---------------------------------------- Director
John W. Amerman
/s/ Richard H. Bard Director
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Richard H. Bard
/s/ Stephen W. Fillo Director
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Stephen W. Fillo
/s/ Stewart K.P. Gross Director
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Stewart K.P. Gross
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SIGNATURE TITLE
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/s/ William H. Janeway Director
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William H. Janeway
Director
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John R. Oltman
/s/ John L. Vogelstein Director
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John L. Vogelstein
/s/ Josh S. Weston Director
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Josh S. Weston
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