<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 JOHN SCHERTELL
(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>
- ------------------------------------------------------------------------------------------------------------
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
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock; $.001
par value 14,900 shares $6.00 $89,400 $31
- ------------------------------------------------------------------------------------------------------------
</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 Registrant (1)
3.2 By-laws of Registrant (1)
4 Option to Purchase Common Stock dated July 3, 1991 issued by the
Registrant to John A. Schertell.
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>
/s/ William Y. Tauscher Chairman of the Board, Chief Executive Officer
- ----------------------------------- 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, John A. Schertell (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
1
<PAGE>
of the Company immediately prior to such consolidation, merger or
reorganization do not possess a majority of the voting power of 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 purchasable
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
2
<PAGE>
of Common Stock issuable upon exercise of this Option immediately before the
combination shall be proportionately decreased. Any 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
3
<PAGE>
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 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 REORGANIZATIONS, 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
<PAGE>
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 effecting 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 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
5
<PAGE>
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
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 Employee 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
6
<PAGE>
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 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 John A. Schertell. 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 to all times to the restrictions set forth in
the Agreement.
7
<PAGE>
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
8
<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 John Schertell pursuant to
the Company's Stock Option Agreement with John Schertell (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
<PAGE>
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 John
Schertell 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
