<PAGE> 1
As filed with the Securities and Exchange Commission on May 19, 1997
Registration No. 333-23827
===============================================================================
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------
INGRAM MICRO INC.
- -------------------------------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C> <C>
DELAWARE 5045 62-1644402
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
1600 E. ST. ANDREW PLACE
SANTA ANA, CA 92705
(714) 566-1000
- -------------------------------------------------------------------------------
(Address of principal executive offices)
INGRAM MICRO INC.
1996 EMPLOYEE STOCK PURCHASE PLAN
- -------------------------------------------------------------------------------
(Full title of the plan)
JAMES E. ANDERSON, JR., ESQ.
SENIOR VICE PRESIDENT 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
===============================================================================
This Post-Effective Amendment No. 1 to the Registration Statement
Includes a Total of 7 Pages.
Exhibit Index on Page 7.
<PAGE> 2
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 Securities Act of 1933, as amended (the "1933 Act"), and are incorporated
herein by reference.
ITEM 1. PLAN INFORMATION
The information required to be provided to participants pursuant to
this Item is set forth in the Prospectus for the Ingram Micro Inc. 1996 Employee
Stock Purchase Plan, together with the Ingram Micro Inc. 1996 Employee Stock
Purchase Plan, attached to the Prospectus as Exhibit A thereto.
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.
2
<PAGE> 3
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 1,000,000 shares of the Registrant's Class A Common Stock, par
value $.01 per share ("Class A Common Stock"), for issuance pursuant to the
Registrant's 1996 Employee Stock Purchase 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.
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
The following documents filed with the Commission by the Registrant
pursuant to the Securities Exchange Act of 1934 (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 year ended
December 28, 1996.
(2) The Registrant's Quarterly Report on Form 10-Q for the quarter
ended March 29, 1997.
(3) All documents filed with the Commission by the Registrant pursuant
to Sections 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.
(4) The description of the Registrant's 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 in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes hereof or of the related prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
also incorporated or deemed to be incorporated 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
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.
3
<PAGE> 4
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
<TABLE>
<CAPTION>
EXHIBIT NUMBER EXHIBIT
- -------------- -------
<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 Opinion of Davis Polk & Wardwell.**
23.01 Consent of Independent Public Accountants - Price Waterhouse LLP.**
23.02 Consent of Davis Polk & Wardwell (included in their opinion filed as
Exhibit 5.01).**
24.01 Powers of Attorney (included on the signature page of this registration
statement).**
99.01 Form of the Ingram Micro Inc. Rollover Stock Option Plan.**
</TABLE>
- ------------------------
* Incorporated by reference.
** Filed with initial filing hereof.
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 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
4
<PAGE> 5
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.
LEGAL MATTERS
The validity of the Common Stock offered hereunder has been passed upon
by Davis Polk & Wardwell, New York, New York.
5
<PAGE> 6
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
Post-Effective Amendment No. 1 to the 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 19th day of May, 1997.
INGRAM MICRO INC.
By: /s/ JAMES E. ANDERSON, JR.
-----------------------------
James E. Anderson, Jr.
Senior Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the 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>
* Chief Executive Officer May 19, 1997
- ---------------------------------- (Principal Executive Officer);
Jerre L. Stead Chairman of the Board
* Executive Vice President and May 19, 1997
- ---------------------------------- Worldwide Chief Financial Officer
Michael J. Grainer (Principal Financial Officer
and Principal Accounting Officer)
* Director May 19, 1997
- ----------------------------------
Martha R. Ingram
* Director May 19, 1997
- ----------------------------------
John R. Ingram
* Director May 19, 1997
- ----------------------------------
David B. Ingram
* Director May 19, 1997
- ----------------------------------
Don H. Davis, Jr.
* Director May 19, 1997
- ----------------------------------
Philip M. Pfeffer
* Director May 19, 1997
- ----------------------------------
J. Phillip Samper
* Director May 19, 1997
- ----------------------------------
Joe B. Wyatt
*Pursuant to Power of Attorney previously filed with the Commission.
/s/ James E. Anderson, Jr. Attorney-in-Fact May 19, 1997
- ----------------------------------
James E. Anderson, Jr.
</TABLE>
6
<PAGE> 7
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT SEQUENTIALLY
NUMBER EXHIBIT NUMBERED PAGES
------ ------- --------------
<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"). *
4.02 Amended and Restated By-Laws of the Company. (Incorporated herein by reference
to Exhibit 3.03 to the Form S-1). *
5.01 Opinion of Davis Polk & Wardwell. **
23.01 Consent of Price Waterhouse LLP. **
23.02 Consent of Davis Polk & Wardwell (included in their **
opinion filed as Exhibit 5.01).
24.01 Power of attorney (included on the signature page of this registration **
statement).
99.01 Form of the Ingram Micro Inc. 1996 Employee Stock Purchase Plan. **
</TABLE>
- ------------------------
* Incorporated by reference.
** Filed with initial filing hereof.
7
