As filed with the Securities and Exchange Commission
on January 6, 1998
Registration No. 333-20751
==========================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
POST EFFECTIVE AMENDMENT NO. 2
TO
FORM S-3
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
of incorporation or organization) Identification No.)
1100 Abernathy Road
Building 500, Suite 1200
Atlanta, Georgia 30328
(770) 522-4700
(Address, including zip code, and telephone number, including
area code, of Registrant's principal executive offices)
H. CHRISTOPHER COVINGTON, ESQ.
Senior Vice President, General Counsel and Secretary
Vanstar Corporation
1100 Abernathy Road, Building 500, Suite 1200
Atlanta, Georgia 30328
(770) 522-4700
Copy to:
STANLEY R. HULLER, ESQ.
Arter & Hadden LLP
1717 Main Street, Suite 4100
Dallas, Texas 75201-4605
(214) 761-2100
(Name, address, including zip code, and telephone
number, including area code, of agent for service)
------------------------
Approximate date of commencement of proposed sale to the public:
N/A
-------------------------
If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415
under the Securities Act of 1933, other than securities offered
only in connection with dividend or interest reinvestment plans,
check the following box. [ ]
If the registrant elects to deliver its latest annual report to
security holders, or a complete and legible facsimile thereof,
pursuant to Item 11(a)(1) of this Form, check the following box. [ ]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please
check the following box and list the Securities Act registration
statement number of the earlier effective registration statement for
the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to
Rule 434, please check the following box. [ ]
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DEREGISTRATION OF SECURITIES
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Title of Each Class of | Amount Initially | Amount Being
Securities to be Deregistered | Registered | Deregistered
- --------------------------------|-----------------------|------------------
Common Stock, $.001 par value | 1,132,491 | 47,625
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<PAGE>
DEREGISTRATION OF SHARES
On January 30, 1997, Vanstar Corporation, a Delaware
corporation (the "Company"), filed with the Securities and
Exchange Commission a Registration Statement (Reg. No. 333-20751)
on Form S-1 under the Securities Act of 1933, as amended,
covering the following shares of the Company's common stock, par
value $.001 per share (the "Shares"), being offered from time to
time on behalf of and for the account of certain stockholders of
the Company: (1) up to 952,491 Shares issued to or for the
benefit of the shareholders of Contract Data Services, Inc.
("CDS"), and (2) up to 180,000 Shares issued for the benefit of
DCT Systems, Inc., Niloy, Inc. and NCT Systems, Inc. Such
Registration Statement, as amended by Post-Effective Amendment
No. 1 on Form S-3 filed on September 18, 1997, was declared
effective on October 22, 1997.
In accordance with the undertakings of the Company set forth
in Part II of the Registration Statement, the Company hereby
deregisters the 47,625 Shares that have been returned to the
Company upon the closing of the escrow established in connection
with the acquisition of CDS.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
as amended (the "Securities Act"), the Registrant has duly caused
this Post-Effective Amendment No. 2 to the Registration Statement
to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Atlanta, State of Georgia, on
January 6, 1998.
VANSTAR CORPORATION
By: /s/ William Y. Tauscher
------------------------------
William Y. Tauscher
Chairman of the Board and
Chief Executive Officer
Pursuant to the requirements of the Securities Act, this
Registration Statement has been signed by the following persons
in the capacities and on the dates indicated:
Signatures Title Date
---------- ----- ----
/s/ William Y. Tauscher Chairman of the Board, January 6, 1998
- ------------------------ Chief Executive Officer
William Y. Tauscher and Director
/s/ Kauko Aronaho Senior Vice President January 6, 1998
- ------------------------ and Chief Financial
Kauko Aronaho Officer (Principal
Financial and Accounting
Officer)
/s/ Jay S. Amato* President, Chief January 6, 1998
- ------------------------ Operating Officer and
Jay S. Amato Director
/s/ John W. Amerman* Director January 6, 1998
- ------------------------
John W. Amerman
/s/ Richard H. Bard* Director January 6, 1998
- ------------------------
Richard H. Bard
/s/ Stephen W. Fillo* Director January 6, 1998
- ------------------------
Stephen W. Fillo
/s/ Stewart K.P. Gross* Director January 6, 1998
- ------------------------
Stewart K. P. Gross
/s/ William H. Janeway* Director January 6, 1998
- ------------------------
William H. Janeway
/s/ John R. Oltman* Director January 6, 1998
- ------------------------
John R. Oltman
/s/ John L. Vogelstein* Director January 6, 1998
- ------------------------
John L. Vogelstein
/s/ Josh S. Weston* Director January 6, 1998
- ------------------------
Josh S. Weston
*By: /s/ H. Christopher Covington
-------------------------------
H. Christopher Covington
Attorney-in-Fact and Agent
