<PAGE>
As filed with the Securities and Exchange Commission on September 6, 1996
Registration No. 33-_______
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 (I.R.S. employer identification
of incorporation or organization) number)
-------------
5964 WEST LAS POSITAS, PLEASANTON, CALIFORNIA 94588
(Address of principal executive offices)
-------------
VANSTAR CORPORATION
STOCK OPTION AGREEMENT WITH RICHARD N. ANDERSON
(Full title of the plan)
-------------
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)
-------------
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
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
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
- ------------------------------------------------------------------------------------------------------
Common Stock; $.001 14,900 shares $6.00 $89,400 $31
par value
- ------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
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.
II-1
<PAGE>
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 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
____________
(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;
II-2
<PAGE>
(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.
II-3
<PAGE>
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
--------------------
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.
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
Chairman of the Board, Chief Executive Officer
/s/ William Y. Tauscher and Director (Principal Executive Officer)
- ----------------------------------------
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
- ----------------------------------------
Richard H. Bard
/s/ Stephen W. Fillo Director
- ----------------------------------------
Stephen W. Fillo
/s/ Stewart K.P. Gross Director
- ----------------------------------------
Stewart K.P. Gross
</TABLE>
II-4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE
--------- -----
<S> <C>
/s/ William H. Janeway Director
- ----------------------------------------
William H. Janeway
Director
- ----------------------------------------
John R. Oltman
/s/ John L. Vogelstein Director
- ----------------------------------------
John L. Vogelstein
/s/ Josh S. Weston Director
- ----------------------------------------
Josh S. Weston
</TABLE>
II-5
<PAGE>
EXHIBIT 4
COMPUTERLAND CORPORATION
OPTION TO PURCHASE
COMMON STOCK
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933,
AS AMENDED. THEY MAY NOT BE SOLD, OFFERED FOR SALE, PLEDGED OR
HYPOTHECATED IN THE ABSENCE OF A REGISTRATION STATEMENT IN EFFECT WITH
RESPECT TO THE SECURITIES UNDER SUCH ACT OR AN OPINION OF COUNSEL
SATISFACTORY TO THE COMPANY, IF SUCH AN OPINION IS REQUESTED BY THE
COMPANY, THAT SUCH REGISTRATION IS NOT REQUIRED OR UNLESS SOLD PURSUANT TO
RULE 144 SUCH ACT.
THIS OPTION CERTIFIES THAT, Richard N. Anderson (the "Employee") is
entitled to purchase, on the terms hereof, 14,900 fully paid and
nonassessable shares of Series A Common Stock ("Common Stock") of
ComputerLand Corporation, a Delaware corporation (the "Company" or
"ComputerLand"), at a per share purchase price of $6.00, subject to
adjustment as provided herein.
This Option is issued as an inducement for the Employee to enter into
employment with the Company.
1 EXERCISE OF OPTION.
The terms and conditions upon which this Option may be exercised, and the
Common Stock covered hereby may be purchased, are as follows:
1.1 EXERCISE. Except as provided below, this Option shall vest and become
exercisable with respect to 3,725 shares on each of July 3, 1992, 1993, 1994
and 1995. To the extent then exercisable, this Option may be exercised in
full or in part at any time after the date hereof, but in no case may this
Option be exercised later than the earlier of (i) the occurrence of a
Corporate Transaction; provided that the holder is given (a) written notice
of the Corporate Transaction at least 20 days prior to its proposed effective
date and (b) an opportunity during the period commencing with the delivery of
the notice and ending 7 days prior to the proposed effective date set forth
in the notice to exercise this Option; and provided further that provision is
not made in the Corporate transaction for the assumption of this Option or the
substitution of a comparable option of the surviving, succeeding or
purchasing corporation, or (ii) the close of business on July 3, 2001 (the
"Termination Date"), after which time this Option shall terminate and shall
be void and of no further force or effect. "Corporate Transaction" shall mean
a consolidation or a merger of the Company with or into any other corporation
or entity or person, in which the Company shall not be the surviving entity of
such consolidation, merger or reorganization and pursuant to which the
stockholders of the Company immediately prior to such consolidation, merger
or reorganization do not possess a majority of the voting power of
<PAGE>
the acquiring entity immediately following such merger, consolidation or
reorganization. In the event of a Corporate Transaction which would result
in the termination of this Option pursuant to (i) above, all then unvested
shares purchaseable hereunder shall become vested and this Option shall
become immediately exercisable for all such shares during the period
specified in (i) (b) above.
1.2 PURCHASE PRICE. The per share purchase price (the "Purchase Price")
for the shares of Common Stock to be issued upon exercise of this Option
shall be $6.00, subject to adjustment as provided herein.
1.3 EXERCISE OF OPTION: PARTIAL EXERCISE. This Option may be exercised
in full or in part by the holder hereof by surrender of this Option, with the
form of subscription at the end hereof duly executed by such holder, to the
Company at its principal office, accompanied by payment, by certified or
cashier's check, wire transfer, cancellation of indebtedness, or some
combination thereof of the purchase price. For any partial exercise the
holder shall designate in the subscription the number of shares (without
giving effect to any adjustment therein) that it wishes to purchase. On any
such exercise, the Company at its expense will forthwith issue and deliver to
or upon the order of the holder hereof a new Option or Options of like tenor,
in the name of the holder hereof or as such holder (upon payment by such
holder of any applicable transfer taxes) may request, calling in the
aggregate on the face or faces thereof for the number of shares equal
(without giving effect to any adjustment therein) to the number of such
shares called for on the face of this Option minus the number of such shares
designated by the holder in the subscription.
1.4 ISSUANCE OF SHARES. Upon the exercise of the purchase rights
evidenced by this Option, a certificate or certificates for the purchased
shares shall be issued to the Employee as soon as practicable but in any
event within twenty (20) days thereafter.
2 CERTAIN ADJUSTMENTS.
2.1 ADJUSTMENT FOR STOCK SPLITS AND COMBINATIONS. If the Company at any
time or from time to time effects a subdivision of the outstanding Common
Stock, the purchase price shall be appropriately decreased and the number of
shares of Common Stock issuable upon exercise of this Option immediately
before the subdivision shall be proportionately increased, and conversely, if
the Company at any time or from time to time combines the outstanding shares
of Common Stock, the purchase price shall be appropriately increased and the
number of shares of Common Stock issuable upon exercise of this Option
immediately before the combination shall be proportionately decreased. Any
<PAGE>
adjustment under this Section 2.1 shall become effective at the close of
business on the date the subdivision or combination becomes effective.
2.2 ADJUSTMENT FOR CERTAIN DIVIDENDS AND DISTRIBUTIONS. In the event the
Company at any time, or from time to time makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive, a dividend
or other distribution payable in additional shares of Common Stock, then and
in each such event the number of shares of Common Stock issuable upon
exercise of this Option shall be increased as of the time of such issuance
or, in the event such a record date is fixed, as of the close of business on
such record date, by multiplying the number of shares of Common Stock
issuable upon exercise of this Option by a fraction (i) the numerator of
which shall be the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date plus the number of shares of Common Stock
issuable in payment of such dividend or distribution, and (ii) the
denominator of which is the total number of shares of Common Stock issued and
outstanding immediately prior to the time of such issuance or the close of
business on such record date; PROVIDED, HOWEVER, that if such record date is
fixed and such dividend is not fully paid or if such distribution is not
fully made on the date fixed thereof, the number of shares of Common Stock
issuable upon exercise of this Option shall be recomputed accordingly as of
the close of business on such record date and thereafter the number of shares
of Common Stock issuable upon exercise of this Option shall be adjusted
pursuant to this Section 2.2 as of the time of actual payment of such
dividends or distributions.
2.3 ADJUSTMENTS FOR OTHER DIVIDENDS AND DISTRIBUTIONS. In the event the
Company at any time or from time to time makes, or fixes a record date for
the determination of holders of Common Stock entitled to receive, a dividend
or other distribution payable in securities of the Company other than shares
of Common Stock, then in each such event provision shall be made so that the
holder of this Option shall receive upon exercise of this Option, in addition
to the number of shares of Common Stock receivable thereupon, the amount of
securities of the Company which the holder of this Option would have received
had this Option been converted into Common Stock on the date of such event
and had the holder of this Option thereafter, during the period from the date
of such event to and including the date of exercise, retained such securities
receivable by it as aforesaid during such period, subject to all other
adjustments called for during such period under this Section.
2.4 ADJUSTMENT FOR RECLASSIFICATION, EXCHANGE AND SUBSTITUTION. If the
Common Stock issuable upon exercise of this Option is changed into the same
or a different number of shares of any class or classes of stock, whether by
recapitalization, reclassification or otherwise (other than a subdivision or
<PAGE>
combination of shares of stock dividend or a reorganization, merger,
consolidation or sale of assets, provided for elsewhere in this Section),
then and in any such event the holder of this Option shall have the right
thereafter to exercise this Option for the kind and amount of stock and other
securities and property receivable upon such reorganization, reclassification
or other change, by holders of the number of shares of Common Stock for which
this Option might have been exercised immediately prior to such
reorganization, reclassification or change.
2.5 REORGANIZATION, MERGERS, OR CONSOLIDATIONS. Except as otherwise
provided herein, if at any time or from time to time there is a capital
reorganization of the Common Stock (other than a recapitalization,
subdivision, combination, reclassification or exchange of shares provided for
elsewhere in this Section) or a merger or consolidation of the Company with
or into another corporation then, as a part of such reorganization, merger,
consolidation or sale, provision shall be made so that the holder of this
Option shall thereafter be entitled to receive upon exercise, during the
period specified in this Option and upon payment of the purchase price, of
this Option, the number of shares of stock or other securities or property of
the Company, or of the successor corporation resulting from such merger or
consolidation or sale, to which a holder of Common Stock would have been
entitled on such capital reorganization, merger, consolidation, or sale. In
any such case (except to the extent any cash or property is received in such
transaction), appropriate adjustment shall be made in the application of the
provisions of this Section with respect to the rights of the holder of this
Option after the reorganization, merger, consolidation or sale to the end
that the provisions of this Section (including adjustment of the number of
shares of Common Stock issuable upon exercise of this Option) shall be
applicable after that event and be as nearly equivalent to the provisions
hereof as may be practicable.
3 FRACTIONAL SHARES. No fractional shares shall be issued in
connection with any exercise of this Option. In lieu of the issuance of such
fractional share, the Company shall make a cash payment equal to the then
fair market value of such fractional share.
4 RESERVATION OF COMMON STOCK. The Company shall at all times reserve
and keep available out of its authorized but unissued shares of Common Stock,
solely for the purpose of affecting the exercise of this Option such number
of its shares of Common Stock as shall from time to time be sufficient to
effect the exercise of this Option. The Company covenants that all shares of
Common Stock so issuable shall be duly and validly issued, fully paid,
nonassessable and free from all taxes, liens and charges with respect to the
issuance thereof; and, without limiting the generality of the foregoing, the
Company covenants that it will, from time to time, take all such actions as
may be required to ensure that the par value, if any, per share of the
<PAGE>
Common Stock, will at all times be equal to or less than the then effective
"Purchase Price."
5 PRIVILEGE OF STOCK OWNERSHIP. Except as specified in Section 2
hereof, prior to the exercise of this Option, the Employee shall not be
entitled, by virtue of holding this Option, to any rights of a stockholder of
the Company.
6 TRANSFERS AND EXCHANGES.
(a) This Option may not be transferred, except by will, or by the
laws of descent and distribution. The Employee shall not Transfer (as
hereinafter defined) any Common Stock (as hereinafter defined) without first
complying with the provisions of this Section 6.
(b) Prior to any Transfer of any Common Stock purchased hereunder,
Employee shall give written notice to ComputerLand of its intention to effect
such Transfer. Each such notice shall describe the manner and circumstances
of the proposed Transfer and shall be accompanied by the written opinion,
addressed to ComputerLand, of counsel for Employee, stating that in the
opinion of such counsel (which opinion and counsel shall be reasonably
satisfactory to ComputerLand) such proposed Transfer does not involve a
transaction requiring registration or qualification of such Common Stock
under the Securities Act or the securities or blue sky laws of any relevant
state of the United States. In each case the transferee shall agree in
writing to be subject to the terms of this Section 6 to the same extent as if
such transferee were the Employee. Subject to Section 6(c), the Employee
shall thereupon be entitled to Transfer its Common Stock in accordance with
the terms of the notice delivered by it to ComputerLand. Each certificate or
other instrument evidencing the securities issued upon the Transfer of any
Common Stock (and each certificate or other instrument evidencing any
untransferred balance of such Common Stock) shall bear the legend set forth
in Section 6(e) unless (x) in such opinion of counsel registration of any
future Transfer of the Common Stock is not required by the applicable
provisions of the Securities Act, (y) ComputerLand shall have waived the
requirement of such legend or (z) such Transfer shall be made in compliance
with the requirements of Rule 144.
(c) Subject to the provisions of Section 6(b), at any time prior to
the consummation of the initial public offering of shares of Class A Common
Stock under the Securities Act (the "IPO"), Employee shall not Transfer any
Common Stock except in accordance with the following procedures:
(i) The Employee shall first deliver to ComputerLand a written
notice (the "Section 6 Offer Notice"), which shall be irrevocable for
a period of 20 days after delivery thereof, offering (the "Section 6
Offer") all of the Common Stock proposed to be Transferred by the
Emplo-
<PAGE>
yee at the purchase price and on the terms specified therein,
ComputerLand (or its designee) shall have the right and option, for a
period of 20 days after delivery of the Section 6 Offer Notice, to
accept all or any part of the Common Stock so offered at the purchase
price and on the terms stated in the Section 6 Offer Notice. Such
acceptance shall be made by delivering a written notice to the
Employee within said 20-day period.
(ii) Transfers of Common Stock under the terms of Sections
6(c)(i) shall be made at the offices of ComputerLand on a mutually
satisfactory business day within 30 days after the expiration of the
20-day period described above. Delivery of certificates or other
instruments evidencing such Common Stock duly endorsed for transfer
shall be made on such date against payment of the purchase price
therefor.
(iii) If effective acceptance shall not be received pursuant to
Section 6(c)(i) with respect to all Common Stock offered for sale
pursuant to the Section 6 Offer Notice, then the Employee may
Transfer all or any part of the Common Stock so offered and not so
accepted at a price not less than the price, and on terms not more
favorable to the purchaser thereof than upon the terms stated in the
Section 6 Offer Notice at any time within 90 days after the
expiration of the aforesaid 20-day period. In the event that the
Common Stock is not Transferred by the Employee during such 90-day
period, the right of the Employee to Transfer such Common Stock shall
expire and the obligations of this Section 6 shall be reinstated.
(iv) Anything contained herein to the contrary notwithstanding,
any transferee of Common Stock pursuant to this Section 6 shall agree
in writing in advance with ComputerLand to be bound by and to comply
with this Section 6 and shall be deemed to be the Employee for all
purposes of this Section 6 if such Transfer shall occur prior to the
IPO.
(d) As used in this Section 6, the following terms shall have the
following meanings:
(i) "Transfer", as to any Common Stock shall mean to sell, or
in any other way transfer, assign, pledge, distribute, encumber or
otherwise dispose of, such Common Stock either voluntarily or
involuntarily and with or without consideration.
(ii) "Common Stock" shall mean the Class A Common Stock of
ComputerLand and any other shares of capital stock of ComputerLand.
(e) Each certificate evidencing Stock held by a
<PAGE>
Employee shall (unless otherwise permitted by the provisions of Section 6(b))
be stamped or otherwise imprinted with a legend in substantially the
following form:
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE BEEN ACQUIRED FOR
INVESTMENT AND HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF
1933. THESE SECURITIES MAY NOT BE SOLD OR TRANSFERRED IN THE ABSENCE
OF SUCH REGISTRATION OR AN EXEMPTION THEREFROM UNDER SAID ACT. IN
ADDITION, THE SALE, TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF
THE SECURITIES REPRESENTED BY THIS CERTIFICATE ARE SUBJECT TO THE
TERMS AND CONDITIONS OF A STOCK OPTION DATED AS OF JULY 3, 1991
BETWEEN COMPUTERLAND CORPORATION AND RICHARD N. ANDERSON. NO SALE,
TRANSFER, ASSIGNMENT, PLEDGE OR ENCUMBRANCE OF THE SECURITIES
REPRESENTED BY THIS CERTIFICATE SHALL BE VALID OR EFFECTIVE UNTIL THE
TERMS AND CONDITIONS OF SUCH AGREEMENT HAVE BEEN SATISFIED. COPIES OF
SUCH AGREEMENT MAY BE OBTAINED AT NO COST BY WRITTEN REQUEST MADE BY
THE HOLDER OF RECORD OF THIS CERTIFICATE TO THE SECRETARY OF
COMPUTERLAND CORPORATION.
(f) Employee may transfer securities by will or law of descent or
distribution or to his spouse and children or to a revocable trust for the
benefit of the Employee, his spouse or family, provided that the transferee,
trustee, spouse or children, as the case may be, expressly agree with
ComputerLand to be bound by the provisions of this Section 6.
7 SUCCESSORS AND ASSIGNS. The terms and provisions of this Option
shall be binding upon the Company and the Employee and their respective
successors and assigns, subject at all times to the restrictions set forth in
the Agreement.
8 LOSS, THEFT, DESTRUCTION OR MUTILATION OF OPTION. Upon receipt by
the Company of evidence reasonably satisfactory to it of the loss, theft,
destruction or mutilation of this Option, and in case of loss, theft or
destruction, of indemnity or security reasonably satisfactory to the Company,
and upon reimbursement to the Company of all reasonable expenses incidental
thereto, and upon surrender and cancellation of this Option, if mutilated,
the Company will make and deliver a new option of like tenor and dated as of
such cancellation, in lieu of this Option.
9 AMENDMENT. This Option may be amended with the consent of the
Company by the written consent of the Employee.
10 FURTHER DOCUMENTATION. Employee agrees to furnish such further
reasonable documentation as may be appropriate, in the opinion of counsel for
the Company, to perfect an exemption for the
<PAGE>
issuance of the Option Shares under applicable securities laws, including the
Securities Act of 1933.
COMPUTERLAND CORPORATION
July 3, 1991 By /s/ JAY S. AMATO
----------------------------------
<PAGE>
EXHIBIT 5
September 6, 1996
Vanstar Corporation
5964 West Las Positas
Pleasanton, California 94588
Vanstar Corporation
14,900 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 14,900 shares (the "Shares") of Common
Stock, $.001 par value, of the Company for sale to Richard N. Anderson pursuant
to the Company's Stock Option Agreement with Richard N. Anderson (the
"Agreement").
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 Agreement, 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.
<PAGE>
Vanstar Corporation
September 6, 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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EXHIBIT 23.2
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 Option Agreement with
Richard Anderson dated July 3, 1991 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
