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As filed with the Securities and Exchange Commission on December 30, 1997
Registration No. 333-_______________
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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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INGRAM MICRO INC.
(Exact name of issuer as specified in its charter)
Delaware 5045 62-1644402
(State or other jurisdiction (Primary Standard Industrial (I.R.S. Employer
of incorporation or Classification Code Number) Identification No.)
organization)
1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(714) 566-1000
(Address of principal executive offices)
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INGRAM MICRO THRIFT PLAN
(Full title of the plan)
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JAMES E. ANDERSON, JR., ESQ.
SENIOR VICE PRESIDENT, SECRETARY AND GENERAL COUNSEL
INGRAM MICRO INC.
1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(Name and address of agent for service)
Telephone number, including area code, of agent for service: (714) 566-1000
COPY TO:
WINTHROP B. CONRAD, JR., ESQ.
DAVIS POLK & WARDWELL
450 LEXINGTON AVENUE
NEW YORK, NY 10017
(212) 450-4000
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CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered(1) per Share(2) Offering Price(2) Fee
- -----------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Class A Common Stock 500,000 shares $ 29.125 $14,562,500 $ 4,296
(par value $0.01 per
share)
- -----------------------------------------------------------------------------------------------
</TABLE>
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(1) Plus an indeterminate number of additional shares which may be offered
and issued to prevent dilution resulting from stock splits, stock
dividends or similar transactions. In addition, pursuant to Rule 416(c)
under the Securities Act of 1933, as amended (the "1933 Act"), this
registration statement also covers an indeterminate amount of interests
to be offered or sold pursuant to the employee benefit plan referenced
above.
(2) Estimated pursuant to Rule 457(c) under the 1933 Act, solely for the
purpose of computing the registration fee, based upon the average of the
high and low prices of the securities being registered hereby on the New
York Stock Exchange Composite Transaction Tape on December 26, 1997.
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This Registration Statement Includes a Total of 10 Pages.
Exhibit Index on Page 8.
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PART I
The following documents listed under this Part I and the documents
incorporated by reference under Item 3 of Part II to this Form S-8, taken
together, constitute a prospectus that meets the requirements of Section 10(a)
of the 1933 Act, and are incorporated herein by reference.
ITEM 1. PLAN INFORMATION
This information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Thrift Plan.
ITEM 2. REGISTRANT INFORMATION AND EMPLOYEE PLAN ANNUAL INFORMATION
The written statement required to be provided to participants pursuant
to this Item is set forth in the Prospectus referenced in Item 1 above.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Ingram Micro Inc. (the "Registrant") hereby files this Registration
Statement with the Securities and Exchange Commission (the "Commission") on Form
S-8 to register 500,000 shares of the Registrant's Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), which may be acquired or issued
pursuant to the Registrant's Thrift Plan (the "Plan") and such indeterminate
number of additional shares which may be offered and issued to prevent dilution
resulting from stock splits, stock dividends or similar transactions pursuant to
the Plan. In addition, this Registration Statement also covers an indeterminate
amount of interests to be offered or sold pursuant to the Plan.
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed with the Commission pursuant to the
Securities and Exchange Act of 1934, as amended (the "1934 Act"), (Commission
1934 Act File Number 001-12203) are incorporated by reference herein:
(1) The Registrant's Annual Report on Form 10-K for the fiscal year
ended December 28, 1996.
(2) The Registrant's Proxy Statement in connection with the Registrant's
1997 Annual Meeting of Shareowners held on May 7, 1997.
(3) The Registrant's Quarterly Reports on Form 10-Q for the fiscal
quarters ended March 29, 1997, June 28, 1997 and September 27, 1997.
(4) All other reports filed with the Commission by the Registrant or the
Plan pursuant to Section 13(a), 13(c), 14 and 15(d) of the 1934 Act subsequent
to the date hereof and prior to the filing of a post-effective amendment which
indicates that all securities offered herein have been sold or which deregisters
all securities then remaining unsold.
(5) The description of the Registrant's Class A Common Stock contained
in the Registrant's 1934 Act registration statement on Form 8-A dated September
19, 1996, filed with the Commission pursuant to Section 13 of the 1934 Act,
including any amendment thereto or report filed for the purpose of updating such
description.
Any statement contained herein or made in a document incorporated or
deemed to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Registration Statement to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated by reference herein modifies or
supersedes such statement. Any such statement so modified or superseded shall
not be deemed, except as so modified or superseded, to constitute a part of this
Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not applicable, see Item 3(3) above.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Reference is made to section 102(b)(7) of the Delaware General
Corporation Law (the "DGCL"), which enables a corporation in its certificate of
incorporation to eliminate or limit the personal liability of a director for
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violations of the director's fiduciary duty, except (i) for breach of the
director's duty of loyalty to the corporation or its stockholders, (ii) for acts
or omissions not in good faith or which involve intentional misconduct or a
knowing violation of law, (iii) pursuant to section 174 of the DGCL (providing
for liability of directors for unlawful payment of dividends or unlawful stock
purchases or redemptions) or (iv) for any transaction from which a director
derived an improper personal benefit. The Registrant's certificate of
incorporation eliminates the liability of directors to the fullest extent
permitted by Delaware Law.
Reference is made to section 145 of the DGCL which provides that a
corporation may indemnify directors and officers as well as other employees and
agents against expenses (including attorney's fees), judgments, fines and
amounts paid in settlement in connection with specified actions, suits or
proceedings, whether civil, criminal, administrative or investigative (other
than an action by or in the right of the corporation (a "derivative action") if
they act in good faith and in a manner they reasonably believed to be in or not
opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reasonable cause to believe their conduct
was unlawful. A similar standard is applicable in the case of derivative
actions, except that indemnification only extends to expenses (including
attorney's fees) incurred in connection with defense or settlement of such
action, and the statute requires court approval before there can be
indemnification that may be granted by a corporation's charter, by-laws,
disinterested director vote, stockholder vote, agreement or otherwise. The
Registrant's certificate of incorporation provides for indemnification of its
directors, officers. Employees and agents to the fullest extent permitted by
Delaware Law.
In addition, the Registrant has purchased and maintains directors' and
officers' liability insurance.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not applicable.
ITEM 8. EXHIBITS
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EXHIBIT NUMBER EXHIBIT
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<S> <C>
4.01 Certificate of Incorporation of the Registrant.
(Incorporated herein by reference to Exhibit 1.01 to the
Registrant's 1933 Act Registration Statement on Form S-1,
File No. 333-09453 (the "Form S-1").*
4.02 Amended and Restated Bylaws of the Registrant.
(Incorporated herein by reference to Exhibit 3.03 to the
Form S-1).*
5.01 Pursuant to Item 8(a), no opinion as to the legality of
the Class A Common Stock registered hereunder is required.
Pursuant to Item 8(b), the Registrant undertakes that it
will submit the Plan and all amendments thereto to the
Internal Revenue Service in a timely manner and that it
will make all changes required by the Service to issue a
determination letter with respect to the Plan.
23.01 Consent of Independent Public Accountants - Price
Waterhouse LLP.
24.01 Powers of Attorney (included on the signature page of this
registration statement).
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* Incorporated by reference.
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
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this 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 this Registration Statement. Notwithstanding the
foregoing, any increase or decrease in volume of securities offered (if the
total dollar value of securities offered would not exceed that which was
registered) and any deviation from the low or high and of the estimated maximum
offering range may be reflected in the form of prospectus filed with the
Commission pursuant to Rule 424(b) if, in the aggregate, the changes in volume
and price represent no more than 20 percent change in the maximum aggregate
offering price set forth in the "Calculation of Registration Fee" table in this
Registration Statement; and
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this Registration Statement
or any material change to such information in this 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
into this Registration Statement;
(2) That for the purpose of determining any liability under the
1933 Act, 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; and
(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 Section 15(d) of the
Securities Exchange Act of 1934 (and where applicable, each filing of the 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 1933
Act may be permitted to directors, officers or 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 1933 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 1933 Act and will be governed by the final
adjudication of such issue.
EXPERTS
The financial statements incorporated in this Form S-8 by reference to
the Annual Report on Form 10-K of Ingram Micro Inc. for the year ended December
28, 1996, have been so incorporated in reliance on the report of Price
Waterhouse LLP, independent accountants, given on the authority of said firm as
experts in auditing and accounting.
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SIGNATURES
THE REGISTRANT. 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 SANTA ANA, STATE OF CALIFORNIA, ON THIS 30TH DAY
OF DECEMBER 1997.
INGRAM MICRO INC.
By /s/ James E. Anderson, Jr.
---------------------------------
James E. Anderson, Jr.
Senior Vice President, Secretary and
General Counsel
THE PLAN. PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933,
THE PERSONS WHO ADMINISTER THE PLAN HAVE DULY CAUSED THIS REGISTRATION STATEMENT
TO BE SIGNED ON ITS BEHALF BY THE UNDERSIGNED, THEREUNTO DULY AUTHORIZED, IN THE
CITY OF SANTA ANA, STATE OF CALIFORNIA, ON THIS 30TH DAY OF DECEMBER 1997.
INGRAM MICRO THRIFT PLAN
By /s/ Matthew A. Sauer
---------------------------------
Matthew A. Sauer
Vice President Human Resources
Administration, Ingram Micro Inc.
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POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, THAT EACH PERSON WHOSE SIGNATURE APPEARS
BELOW, CONSTITUTES AND APPOINTS JERRE L. STEAD, MICHAEL J. GRAINGER AND JAMES E.
ANDERSON, JR. AND EACH OF THEM, OUR TRUE AND LAWFUL ATTORNEYS-IN-FACT AND
AGENTS, WITH FULL POWER OF SUBSTITUTION AND RESUBSTITUTION, TO DO ANY AND ALL
ACTS AND THINGS AND EXECUTE, IN THE NAME OF THE UNDERSIGNED, ANY AND ALL
INSTRUMENTS WHICH SAID ATTORNEYS-IN-FACT AND AGENTS MAY DEEM NECESSARY OR
ADVISABLE IN ORDER TO ENABLE INGRAM MICRO INC. TO COMPLY WITH THE SECURITIES ACT
OF 1933 AND ANY REQUIREMENTS OF THE SECURITIES AND EXCHANGE COMMISSION IN
RESPECT THEREOF, IN CONNECTION WITH THE FILING WITH THE SECURITIES AND EXCHANGE
COMMISSION OF THE REGISTRATION STATEMENT ON FORM S-8 UNDER THE SECURITIES ACT OF
1933, INCLUDING SPECIFICALLY BUT WITHOUT LIMITATION, POWER AND AUTHORITY TO SIGN
THE NAME OF THE UNDERSIGNED TO SUCH REGISTRATION STATEMENT, AND ANY AMENDMENTS
TO SUCH REGISTRATION STATEMENT (INCLUDING POST-EFFECTIVE AMENDMENTS), AND TO
FILE THE SAME WITH ALL EXHIBITS THERETO AND OTHER DOCUMENTS IN CONNECTION
THEREWITH, WITH THE SECURITIES AND EXCHANGE COMMISSION, TO SIGN ANY AND ALL
APPLICATIONS, REGISTRATION STATEMENTS, NOTICES OR OTHER DOCUMENTS NECESSARY OR
ADVISABLE TO COMPLY WITH APPLICABLE STATE SECURITIES LAWS, AND TO FILE THE SAME,
TOGETHER WITH OTHER DOCUMENTS IN CONNECTION THEREWITH WITH THE APPROPRIATE STATE
SECURITIES AUTHORITIES, GRANTING UNTO SAID ATTORNEYS-IN-FACT AND AGENTS, AND
EACH OF THEM, FULL POWER AND AUTHORITY TO DO AND TO PERFORM EACH AND EVERY ACT
AND THING REQUISITE OR NECESSARY TO BE DONE IN AND ABOUT THE PREMISES, AS FULLY
AND TO ALL INTENTS AND PURPOSES AS THE UNDERSIGNED MIGHT OR COULD DO IN PERSON,
HEREBY RATIFYING AND CONFIRMING ALL THAT SAID ATTORNEYS-IN-FACT AND AGENTS, AND
ANY OF THEM, OR THEIR SUBSTITUTES, MAY LAWFULLY DO OR CAUSE TO BE DONE BY VIRTUE
HEREOF.
PURSUANT TO THE REQUIREMENTS OF THE SECURITIES ACT OF 1933, THIS
REGISTRATION STATEMENT HAS BEEN SIGNED BY THE FOLLOWING PERSONS IN THE
CAPACITIES AND ON THE DATE INDICATED.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
- --------- ----- ----
<S> <C> <C>
/c/ Jerre L. Stead Chief Executive Officer December 30, 1997
- ----------------------- (Principal Executive Officer);
Jerre L. Stead Chairman of the Board
/c/ Michael J. Grainger Executive Vice President and December 30, 1997
- ----------------------- Worldwide Chief Financial Officer
Michael J. Grainger (Principal Financial Officer and
Principal Accounting Officer)
/c/ Martha R. Ingram Director December 30, 1997
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Martha R. Ingram
/c/ John R. Ingram Director December 30, 1997
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John R. Ingram
/c/ David B. Ingram Director December 30, 1997
- -----------------------
David B. Ingram
/c/ Don H. Davis, Jr. Director December 30, 1997
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Don H. Davis, Jr.
/c/ Philip M. Pfeffer Director December 30, 1997
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Philip M. Pfeffer
/c/ J. Phillip Samper Director December 30, 1997
- -----------------------
J. Phillip Samper
/c/ Joe B. Wyatt Director December 30, 1997
- -----------------------
Joe B. Wyatt
</TABLE>
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INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGE
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<S> <C> <C>
4.01 Certificate of Incorporation of the Registrant. (Incorporated *
herein by reference to Exhibit 1.01 to the Registrant's 1933
Act Registration Statement on Form S-1, File No. 333-09453
(the "Form S-1").*
4.01 Amended and Restated Bylaws of the Registrant. (Incorporated *
herein by reference to Exhibit 3.03 to the Form S-1).*
23.01 Consent of Independent Public Accountants - Price Waterhouse 10
LLP.
24.01 Powers of Attorney (included on the signature page of this 7
registration statement).
</TABLE>
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* Incorporated by reference.
8
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EXHIBIT 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS - PRICE WATERHOUSE LLP
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Exhibit 23.01
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated February 18, 1997, which appears on
page 43 of the 1996 Annual Report to Shareholders of Ingram Micro Inc., which is
incorporated by reference in Ingram Micro Inc.'s Annual Report on Form 10-K for
the year ended December 28, 1996. We also consent to the incorporation by
reference of our report on the Financial Statement Schedules, which appear in
such Annual Report on Form 10-K. We also consent to the reference to us under
the heading "Experts" in such Registration Statement.
PRICE WATERHOUSE LLP
Costa Mesa, California
December 29, 1997
10
