1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 10-K/A AMENDMENT NO. 1 (X)ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended April 30, 1997 OR ( )TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d)OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to --------- --------- Commission file number: 1-14192 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.) 1100 Abernathy Road Building 500, Suite 1200 Atlanta, Georgia 30328 (Address of principal executive offices) Registrant's telephone number, including area code: (770) 522-4700 Securities registered pursuant to Section 12 (b) of the Act: Title of each class Name of each exchange on which registered ------------------- ----------------------------------------- Common Stock, $0.001 par value New York Stock Exchange ("Common Stock") Securities registered pursuant to Section 12 (g) of the Act: None Indicate by check mark whether the Registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the Registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes (X) No ( ) Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of Registrant's knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. ( ) The aggregate market value of the voting stock held by non-affiliates of the Registrant on June 30, 1997 (based on the closing New York Stock Exchange sale price on such date) was $337,945,342 using beneficial ownership rules adopted pursuant to Section 13 of the Securities Exchange Act of 1934 to exclude stock that may be beneficially owned by directors, executive officers or 10% stockholders, some of whom might not be held to be affiliates upon judicial determination. The number of outstanding shares of Common Stock of the Registrant as of June 30, 1997 was 42,903,179. DOCUMENTS INCORPORATED BY REFERENCE Portions of the definitive Proxy Statement for the Registrant's 1997 Annual Meeting of Stockholders (the "1997 Proxy Statement") filed with the Securities and Exchange Commission, are incorporated by reference into Part III of the Annual Report on Form 10-K. 2 SIGNATURES Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this Form 10-K/A Amendment No. 1 to be signed on its behalf by the undersigned, thereunto duly authorized. VANSTAR CORPORATION (Registrant) Dated: October 14, 1997 By: /s/ William Y. Tauscher ----------------------- William Y. Tauscher Chairman of the Board and Chief Executive Officer 3 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION OF EXHIBIT - ----------- ---------------------- *10.31 Amendment No. 15, dated as of March 28, 1997, to Distribution and Services Agreement between the Registrant and ComputerLand Corporation * Confidential portions of this Exhibit have been omitted and filed separately with the Secretary of the Commission pursuant to the Registrant's Application Requesting Confidential Treatment under Rule 24b-2 under the Securities Exchange Act of 1934, as amended.