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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 04-2376431
(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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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
<TABLE>
<CAPTION>
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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(2)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common stock; $.001 2,199,495 shares (1) $16,969,520 $5,852
par value
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</TABLE>
(1) The average offering price per share of Common Stock, $.001 par value (the
"Common Stock"), of the Corporation issuable upon exercise of 2,161,657 options
granted prior to the date of filing of this Registration Statement is $7.51.
The maximum offering price per share of Common Stock issuable upon exercise of
37,838 options which may be granted after filing of this Registration Statement
is $19.4375 and 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 "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
September 4, 1996.
(2) The maximum aggregate offering price of 2,161,657 shares of Common Stock to
be registered pursuant to this Registration Statement is $16,234,044. The
maximum aggregate offering price of 37,838 shares of Common Stock to be
registered pursuant to this Registration Statement is $735,476 and 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 September 4, 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 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)
4.1 1988 Stock Option Plan (1)
4.2 Amendment No. 1 to 1988 Stock Option Plan
4.3 Form of Nontransferable Non-Qualified Stock Option Agreement
under the 1988 Stock Option 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
(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)
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which, individually or in the aggregate, represent a fundamental
change in the information set forth in the registration statement;
(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
Vice Chairman of the Board, Chief Financial
/s/ Jeffrey S. Rubin Officer and Director (Principal Financial and
- ---------------------------- Accounting Officer)
Jeffrey S. Rubin
President, Chief Operating Officer and Director
/s/ Jay S. Amato (Principal Executive Officer)
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Jay S. Amato
/s/ John W. Amerman Director
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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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Exhibit 4.2
AMENDMENT NO.1 TO THE VANSTAR CORPORATION
1988 STOCK OPTION PLAN
Pursuant to written action of the Board of Directors dated August 13, 1996,
of Vanstar Corporation, a Delaware corporation (the "Corporation"), the
Corporation's 1988 Stock Option Plan (the "Plan") is amended to reduce the
number of shares of Common Stock, $.001 par value, of the Corporation reserved
for issuance under the Plan by 200,000 shares from 2,500,000 to 2,300,000.
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EXHIBIT 5
September 6, 1996
Vanstar Corporation
5964 West Las Positas
Pleasanton, California 94588
Vanstar Corporation
2,199,495 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 2,199,495 shares (the "Shares") of Common
Stock, $.001 par value, of the Company for sale to certain employees pursuant to
the Company's 1988 Stock Option 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 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 1988 Stock Option 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
