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As filed with the Securities and Exchange Commission on September 3, 1996
Registration No. 33-_______
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------
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
EMPLOYEE STOCK PURCHASE PLAN
(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
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- ---------------------------------------------------------------------------------------------------
Title of securities to Amount to be Proposed maximum Proposed maximum Amount of
be registered registered offering price per aggregate offering registration fee
share(1) price(2)
- ---------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, $.001 1,000,000 shares $20.8125 $20,812,500 $7,177
par value
- ---------------------------------------------------------------------------------------------------
</TABLE>
(1) The maximum offering price per share of Common Stock to be registered
pursuant to this Registration Statement has been determined solely for the
purpose of calculating the registration fee pursuant to Rules 457(c) and
(h) under the Securities Act of 1933, as amended (the "Act"), based on the
average of the high and low prices for the Common Stock as quoted on the
New York Stock Exchange on August 30, 1996.
(2) The maximum aggregate offering price of 1,000,000 shares of Common Stock to
be registered pursuant to this Registration Statement has been determined
solely for the purpose of calculating the registration fee pursuant to
Rules 457(c) and (h) under the Securities Act based on the average of the
high and low prices for the Common Stock as quoted on the New York Stock
Exchange on August 30, 1996.
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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 participating 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
- ----------- -----------
3.1 Restated Certificate of Incorporation of the Registrant(1)
3.2 By-laws of the Registrant(1)
4 Employee Stock Purchase Plan(1)
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*
- ----------
* Filed herewith as indicated.
(1) Incorporated by reference to exhibits filed with the Registrant's
Registration Statement on Form S-1 (Registration 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 the 3rd day of
September, 1996.
VANSTAR CORPORATION
By:/s/ William Y. Tauscher
---------------------------------------
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 3rd day of September, 1996, by the
following persons in the capacities indicated.
Signature Title
--------- -----
/s/ William Y. Tauscher Chairman of the Board, Chief Executive Officer
- ------------------------------- and Director (Principal Executive Officer)
William Y. Tauscher
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
- -------------------------------
Richard H. Bard
/s/ Stephen W. Fillo Director
- -------------------------------
Stephen W. Fillo
/s/ Stewart K. P. Gross Director
- -------------------------------
Stewart K. P. Gross
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Director
- -------------------------------
William H. Janeway
Director
- -------------------------------
John R. Oltman
/s/ John L. Vogelstein Director
- -------------------------------
John L. Vogelstein
Director
- -------------------------------
Josh S. Weston
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September 3, 1996
Vanstar Corporation
5964 West Las Positas
Pleasanton, California 94588
Vanstar Corporation
1,000,000 Shares of Common Stock, $.001 par value
Dear Sirs:
We have acted as counsel to Vanstar Corporation, a Delaware corporation
(the "Company"), in connection with the registration under the Securities Act of
1933, as amended, of 1,000,000 shares (the "Shares") of Common Stock, $.001 par
value, of the Company for sale to certain employees pursuant to the Company's
Employee Stock Purchase Plan (the "Plan").
In that connection, we have examined originals, or copies certified or
otherwise identified to our satisfaction, of such documents, corporate records
and other instruments as we have deemed necessary for the purposes of this
opinion. In our examination, we have assumed the genuineness of all signatures,
the authenticity of all documents submitted to us as originals, the conformity
to original documents of all documents submitted to us as certified or
photostatic copies, and the authenticity of the originals of such latter
documents.
Based upon the foregoing, we are of the opinion that the issuance and sale
of the Shares have been duly authorized and, when issued, delivered, and paid
for in accordance with the provisions of the Plan, the Shares will be validly
issued, fully paid, and nonassessable.
We are admitted to the Bar of the State of New York and we express no
opinion as to the laws of any jurisdiction other than the laws of the State of
New York and the Delaware General Corporation Law.
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Vanstar Corporation
September 3, 1996
Page Two
We hereby consent to the inclusion of this opinion as an exhibit to the
Registration Statement on Form S-8 being filed on or about on the date hereof,
by the Company to register the Shares.
Very truly yours,
O'Sullivan Graev & Karabell, LLP
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CONSENT OF INDEPENDENT AUDITORS
The Board of Directors
Vanstar Corporation
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the Vanstar Corporation Employee Stock Purchase Plan of our
reports dated June 10, 1996, with respect to the consolidated financial
statements of Vanstar Corporation included in its Annual Report (Form 10-K) for
the year ended April 30, 1996 and the related financial statement schedule
included therein, filed with the Securities and Exchange Commission.
ERNST & YOUNG LLP
San Jose, California
September 3, 1996
