MIAMI COMPUTER SUPPLY CORP, S-3, 1998-10-19

MIAMI COMPUTER SUPPLY CORP
S-3, 1998-10-19
PROFESSIONAL & COMMERCIAL EQUIPMENT & SUPPLIES

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As filed with the Securities and Exchange Commission on October 19, 1998
Registration No. 333-
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- --------------------------------------------------------------------------------

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------------------
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
----------------------------

MIAMI COMPUTER SUPPLY CORPORATION
(Exact name of registrant as specified in its articles of incorporation)

OHIO 5110 31-1001529
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)

4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
(937) 291-8282
(Address, including zip code, and telephone number, including area code, of
registrant's principal executive offices)

MICHAEL E. PEPPEL
PRESIDENT
MIAMI COMPUTER SUPPLY CORPORATION
4750 HEMPSTEAD STATION DRIVE
DAYTON, OHIO 45429
(937) 291-8282
(Name, address, including zip code, and telephone number,
including area code, of agent for service)

With a copy to:

TIMOTHY B. MATZ, ESQ.
JEFFREY A. KOEPPEL, ESQ.
FIORELLO J. VICENCIO, JR., ESQ.
ELIAS, MATZ, TIERNAN & HERRICK L.L.P.
734 15TH STREET, N.W., 12TH FLOOR
WASHINGTON, D.C. 20005
(202) 347-0300
COUNSEL TO THE REGISTRANT
<PAGE>

Approximate date of commencement of proposed sale to public: From time
to time after this registration statement becomes effective.

If the only securities registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the
following box. [ ]

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. [X]

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 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. [ ]

CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- -----------------------------------------------------------------------------------------------------------
- -----------------------------------------------------------------------------------------------------------
Proposed Proposed
Maximum Maximum Amount of
Title of Each Class of Securities to be Amount to be Offering Price Aggregate Registration
Registered Registered Per Share Offering Price Fee
- -----------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, no par value per share 3,276,486 shares $18.00(1) $58,976,748(1) $17,400
- -----------------------------------------------------------------------------------------------------------

Common Stock, no par value per share 484,289 shares (2) (2) (2)
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</TABLE>

(1) Estimated solely for the purpose of calculating the registration
fee required by Section 6(b) of the Securities Act of 1933 ("Securities Act")
and computed pursuant to Rule 457(c) under the Securities Act based upon the
average of the high and low prices of the Common Stock on October 14, 1998,
as reported on the Nasdaq National Market.

(2) In accordance with Rule 429(a) of the Securities Act, the Prospectus
included in this Registration Statement also relates to 407,179 shares of
Common Stock covered by the Registrant's Registration Statement on Form S-3
(File No. 333-36299). Such shares, which are adjusted to reflect the 3-for-2
split of the Common Stock on April 24, 1998, are being carried forward from
such earlier Registration Statement in accordance with Rule 429(b). A filing
fee of $1,268 associated with such shares was previously paid with such
earlier Registration Statement.

------------------------------------

THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT
SHALL FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS
REGISTRATION STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH
SECTION 8(a) OF THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION
STATEMENT SHALL BECOME EFFECTIVE ON SUCH DATE AS THE SECURITIES AND EXCHANGE
COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a), MAY DETERMINE.

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------------------------------------

<PAGE>

THE INFORMATION IN THIS PROSPECTUS IS NOT COMPLETE AND MAY BE CHANGED. THESE
SECURITIES MAY NOT BE SOLD UNTIL THE REGISTRATION STATEMENT FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION IS EFFECTIVE. THIS PROSPECTUS IS NOT AN
OFFER TO SELL THESE SECURITIES AND IT IS NOT SOLICITING AN OFFER TO BUY THESE
SECURITIES IN ANY STATE WHERE THE OFFER OR SALE IS NOT PERMITTED.

Subject to Completion, Dated October 19, 1998

PROSPECTUS

MIAMI COMPUTER SUPPLY CORPORATION
3,760,775 SHARES OF COMMON STOCK

------------------------------------

The Selling Stockholders identified in this prospectus may offer from
time to time up to 3,760,775 shares of Common Stock, no par value, of Miami
Computer Supply Corporation. We will not receive any proceeds from this
Offering.

The shares of Common Stock may be offered by the Selling Stockholders in
one or more transactions on the Nasdaq National Market ("NNM") at prices then
prevailing, in negotiated prices or otherwise. The price at which any of the
shares of Common Stock may be sold, and the commissions, if any, paid in
connection with any sale, are unknown and may vary from transaction to
transaction. See "Plan of Distribution." We will pay certain expenses of
this Offering which are estimated to be approximately $66,000.

The Common Stock currently trades on the NNM under the symbol "MCSC."
As of October 6, 1998, the Company had 11,209,540 shares of Common Stock
issued and outstanding. On October 14, 1998, the last reported closing sale
price of the Common Stock on the NNM was $18.00 per share.

INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 7.

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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY
IS A CRIMINAL OFFENSE.

------------------------------------

THE DATE OF THIS PROSPECTUS IS OCTOBER __, 1998

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TABLE OF CONTENTS
<TABLE>
<CAPTION>
PAGE
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<S> <C>
About This Prospectus. . . . . . . . . . . . . . . . . .2
Where You Can Find More Information. . . . . . . . . . .2
Prospectus Summary . . . . . . . . . . . . . . . . . . .5
Risk Factors . . . . . . . . . . . . . . . . . . . . . .7
Use of Proceeds. . . . . . . . . . . . . . . . . . . . 12
Selling Stockholders . . . . . . . . . . . . . . . . . 13
Plan of Distribution . . . . . . . . . . . . . . . . . 15
Legal Matters. . . . . . . . . . . . . . . . . . . . . 16
Experts. . . . . . . . . . . . . . . . . . . . . . . . 16
</TABLE>

ABOUT THIS PROSPECTUS

This prospectus is part of a registration statement that we filed on
behalf of the Selling Stockholders with the Securities and Exchange
Commission ("SEC") utilizing a "shelf" registration process. Under this
shelf process, the Selling Stockholders may, from time to time, sell their
shares of Common Stock offered by this prospectus in one or more offerings.
The prices at which the shares of the Common Stock may be sold are described
under the heading "Plan of Distribution."

This prospectus omits certain information contained in the registration
statement as permitted by the SEC. Statements contained in this prospectus
as to the contents of any contract or any other document referred to are not
necessarily complete. In each instance, you are referenced to the copy of
the contract or other document filed as an exhibit to the registration
statement. You may read and copy the information in the registration
statement at the locations described under the heading "Where You Can Find
More Information."

WHERE YOU CAN FIND MORE INFORMATION

We file annual, quarterly, special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's Public Reference Room at Judiciary Plaza, 450 Fifth Street, N.W.,
Washington, D.C. 20549, at prescribed rates. For further information on the
operation of the Public Reference Room, you may call the SEC at
1-800-SEC-0330. Our SEC filings also are available to the public over the
Internet at the SEC's website at http://www.sec.gov.

The SEC allows us to "incorporate by reference" into this prospectus the
information we file with the SEC, which means that we can disclose important
information to you by referring you to those documents. The information
incorporated by

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reference is considered to be part of this prospectus, and information that
we file later with the SEC will automatically update and supersede this
information. We incorporate by reference the following documents that we
have filed with the SEC and our future filings with the SEC under Sections
13(a), 13(c), 14 or 15(d) of the Securities Exchange Act of 1934 until the
offering of the Common Stock by the Selling Stockholders is completed:

- - Annual Report on Form 10-K for the fiscal year ended December 31, 1997;

- - Quarterly Reports on Form 10-Q for the quarters ended March 31, 1998 and
June 30, 1998;

- - Current Reports on Form 8-K filed with the SEC on September 23, 1998,
September 17, 1998, April 28, 1998, January 30, 1998, January 15, 1998
as amended on February 3, 1998, and January 2, 1998;

- - Proxy Statement for our Annual Meeting of Stockholders held on April 29,
1998, filed on March 25, 1998; and

- - The description of the Common Stock contained in our Registration Statement
on Form 8-A, filed with the SEC on October 15, 1996.

You may obtain a copy of these filings, at no cost, by writing to or
calling us at the following address:

Ira H. Stanley, Vice President-Finance
Miami Computer Supply Corporation
4750 Hempstead Station Drive
Dayton, Ohio 45429
(937) 291-8282

YOU SHOULD RELY ONLY ON THE INFORMATION INCORPORATED BY REFERENCE OR
CONTAINED IN THIS PROSPECTUS. WE HAVE NOT AUTHORIZED ANYONE ELSE TO PROVIDE
YOU WITH ADDITIONAL INFORMATION. YOU SHOULD NOT ASSUME THAT THE INFORMATION
IN THIS PROSPECTUS OR INCORPORATED BY REFERENCE IS ACCURATE AS OF ANY DATE
OTHER THAN THE DATE ON THE COVER OF THIS PROSPECTUS. THIS PROSPECTUS IS NOT
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY THE COMMON STOCK IN ANY
STATE IN WHICH THE OFFER OR SALE IS NOT PERMITTED.

------------------------------------

<PAGE>

THIS PROSPECTUS AND THE DOCUMENTS INCORPORATED BY REFERENCE CONTAIN
CERTAIN FORWARD-LOOKING STATEMENTS WHICH INVOLVE SUBSTANTIAL RISKS AND
UNCERTAINTIES. THE WORDS "BELIEVE," "ANTICIPATE," "EXPECT," "ESTIMATE,"
"INTEND" AND SIMILAR EXPRESSIONS IDENTIFY FORWARD-LOOKING STATEMENTS.
SIMILARLY, STATEMENTS THAT DESCRIBE OUR FUTURE PLANS, OBJECTIVES AND GOALS
ARE ALSO FORWARD-LOOKING STATEMENTS. OUR ACTUAL RESULTS, PERFORMANCE OR
ACHIEVEMENTS COULD DIFFER MATERIALLY FROM THOSE EXPRESSED OR IMPLIED IN THESE
FORWARD-LOOKING STATEMENTS AS A RESULT OF CERTAIN FACTORS, INCLUDING THOSE
UNDER THE HEADING "RISK FACTORS," ELSEWHERE IN THIS PROSPECTUS AND THE
DOCUMENTS INCORPORATED BY REFERENCE.

------------------------------------

We have obtained Federal service mark registration of the names "Miami
Computer Supply Corporation-Registered Trademark-," "Miami Computer Supply
International-Registered Trademark-," the slogan "Computer Supplies. Right.
Now.-Registered Trademark-," "MCSI-Registered Trademark-" and the associated
Company logo. All other trademarks or registered trademarks or service marks
appearing in this prospectus or the documents incorporated by reference are
trademarks or registered trademarks or service marks of the respective
companies that utilize them.

<PAGE>

PROSPECTUS SUMMARY

THE FOLLOWING SUMMARY IS QUALIFIED IN ITS ENTIRETY BY, AND SHOULD BE
READ IN CONJUNCTION WITH, THE MORE DETAILED INFORMATION AND CONSOLIDATED
FINANCIAL STATEMENTS AND RELATED NOTES CONTAINED IN THE DOCUMENTS
INCORPORATED BY REFERENCE.

REFERENCES IN THIS PROSPECTUS TO "WE," "OUR" OR "US" REFER TO MIAMI
COMPUTER SUPPLY CORPORATION AND ITS WHOLLY-OWNED SUBSIDIARIES, NOT TO ANY
SELLING STOCKHOLDER.

THE COMPANY

Miami Computer Supply Corporation is a leading distributor of computer
and office automation supplies and accessories, projection presentation and
audio-visual products and video conferencing equipment throughout the United
States and in certain foreign countries. We distribute over 1,800 core
products to approximately 25,000 customers comprised primarily of small to
medium-size businesses and, to a lesser extent, governmental, educational and
institutional customers.

Our principal executive offices are located at 4750 Hempstead Station
Drive, Dayton, Ohio, 45429 and our telephone number is (937) 291-8282.

RECENT DEVELOPMENTS

We completed the sale of 2,415,000 shares of Common Stock on June 30,
1998 (2,100,000 shares) and July 23, 1998 (315,000 shares) in an underwritten
public offering. We used the proceeds of the public offering to repay
certain indebtedness outstanding under our $50.0 million credit facility.
The amounts borrowed under the credit facility were used to fund our
acquisitions in fiscal years 1997 and 1998 and for working capital.

<PAGE>

THE OFFERING

<TABLE>
<S> <C>
Common Stock offered by Selling Stockholders(1). . .. 3,760,775 shares

Common Stock offered by us . . . . . . . . . . . . .. 0 shares

Common Stock to be outstanding after the Offering(2). 11,209,540 shares

Use of Proceeds. . . . . . . . . . . . . . . . . . .. The shares of Common
Stock are offered by
the Selling
Stockholders for their
own benefit. The
Company will not
receive any proceeds
from the Offering.

Nasdaq National Market symbol. . . . . . . . . . . .. MCSC
</TABLE>
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(1) We issued 3,482,656 of the shares offered by this prospectus to
certain Selling Stockholders in connection with our acquisitions of Imperial
Data Supply Corporation, Data Associates, Inc., Force 4 D.P. Supplies, Inc.,
Minnesota Western/Creative Office Products, Inc., NTI Data Products, Inc.,
Britco, Inc., TBS Printware Corporation, Computer Showcase, Inc., Electronic
Image Systems, Inc. and Consolidated Media Systems, Inc. We are registering
some of these shares to fulfill "registration rights" given to certain
Selling Stockholders in connection with some of the acquisitions. The
remaining 278,119 shares may be offered for sale from time to time by the FBR
Private Equity Fund, L.P.

(2) Based on 11,209,540 shares of Common Stock outstanding as of October
6, 1998. Excludes 1,275,000 shares of Common Stock reserved for future
issuance under the Company's stock option plans.

<PAGE>

RISK FACTORS

YOU SHOULD CAREFULLY CONSIDER THE FOLLOWING FACTORS BEFORE PURCHASING
ANY OF THE COMMON STOCK OFFERED BY THIS PROSPECTUS, IN ADDITION TO OTHER
INFORMATION IN THIS PROSPECTUS AND INCORPORATED BY REFERENCE. THE CAUTIONARY
STATEMENTS BELOW AND IN THE DOCUMENTS INCORPORATED BY REFERENCE SHOULD BE
READ AS ACCOMPANYING FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PROSPECTUS
AND IN THE DOCUMENTS INCORPORATED BY REFERENCE. THE RISKS DESCRIBED IN THE
STATEMENTS BELOW COULD CAUSE OUR RESULTS TO DIFFER MATERIALLY FROM THOSE
EXPRESSED IN OR INDICATED BY THE FORWARD-LOOKING STATEMENTS.

FINANCING FOR ACQUISITIONS; ADDITIONAL DILUTION

We intend to pursue aggressively the acquisition of computer and office
automation supply, projection presentation and audio-visual products
companies. If acquisitions are funded by the issuance of additional Common
Stock, the issuance may be without stockholder approval, and will dilute
current stockholders and stockholders who purchase shares of Common Stock
offered by this prospectus. Stockholders have no preemptive rights and,
therefore, no stockholder has the right to acquire additional Common Stock to
prevent dilution. Moreover, the issuance of additional shares of Common
Stock may have a negative impact on earnings per share and may impact
negatively the market price of the Common Stock.

FINANCING FOR ACQUISITIONS; LEVERAGE

If the purchase price of an acquisition includes cash, we will likely
borrow the necessary funds. We may become highly leveraged as a result of
borrowing these funds. High leverage could make us more vulnerable to
extended economic downturns and reduce our ability to respond to changing
economic and industry conditions. High leverage also could impair our
ability to obtain additional financing needed for working capital, capital
expenditures, acquisitions or general corporate purposes.

NEED FOR ADDITIONAL FINANCING TO IMPLEMENT ACQUISITION STRATEGY

We will require additional funds to implement our acquisition strategy.
Borrowings under our $50.0 million credit facility ("Credit Facility") may be
utilized to finance acquisitions, however, these borrowings are subject to
the satisfaction of terms and conditions contained in the Credit Facility,
including financial covenants and certain restrictions on "permitted
acquisitions." Under the Credit Facility, at least 40.0% of the
consideration for an acquisition must be Common Stock and certain pro forma
indebtedness to earnings ratios must be satisfied in order for an acquisition
to be a "permitted acquisition." In addition, our ability to obtain debt
financing other than in accordance with the Credit Facility is limited by
covenants in the Credit Facility.

<PAGE>

Accordingly, there can be no assurance that we will have the borrowing
capacity or the ability to raise equity capital sufficient to implement our
acquisition strategy.

RESTRICTIONS IMPOSED BY CREDIT FACILITY

Our outstanding indebtedness consists primarily of borrowings under the
Credit Facility. The Credit Facility contains covenants that may restrict
our operations in the future. The Credit Facility provides, among other
things, that we will not, in certain circumstances: (i) change the nature of
our business; (ii) acquire the property or assets of any person, other than
permitted acquisitions that comply with the financial covenants of the Credit
Facility; (iii) incur other indebtedness, except for certain capital leases
up to $3.0 million, certain guaranties and certain existing indebtedness;
(iv) pay cash dividends or repurchase our capital stock; or (v) violate
certain financial covenants.

FAILURE TO IMPLEMENT ACQUISITION STRATEGY

We expect competition for acquisitions in major metropolitan markets to
increase. No assurance can be given that we will identify attractive
acquisition candidates or complete acquisitions at reasonable prices, in a
timely manner or at all. A failure to identify and complete acquisitions
could have a material adverse effect on our future growth and the market
price of our Common Stock.

INTEGRATION OF ACQUISITIONS

Between May 1, 1993 and June 30, 1998, we acquired nine computer and
office automation supply companies and three projection presentation products
businesses, nine of which occurred between April 1997 and June 1998. We
intend to continue to actively pursue additional acquisitions. No assurance
can be given that we will be able to successfully integrate acquisitions with
our existing systems and operations without substantial costs, delays or
other problems. The integration of acquired businesses may also lead to the
resignation of key employees of the acquired companies and diversion of
management attention from our other ongoing business concerns. Any or all of
these factors could have a material adverse effect on our operating results
and financial condition.

RISKS RELATING TO INTERNATIONAL ACQUISITIONS

We have in the past, and may in the future, seek to acquire the stock or
assets of computer supply, projection presentation or audio-visual product
distributors which are located outside the United States. Expansion into
international markets may involve additional risks relating to things such as
(i) currency exchange rates, (ii) new and different legal and regulatory
requirements, (iii) political and economic risks relating to the stability of
foreign governments and their trading relationship with the United States,

<PAGE>

(iv) difficulties in staffing and managing foreign operations, (v)
differences in financial reporting, (vi) differences in the manner in which
different cultures do business, (vii) operating difficulties and (viii) other
factors. Although our operations currently are not subject to material
international risks, we intend to expand our international operations and, as
a result, the above risks may be present in the future.

ABILITY TO MANAGE GROWTH

We expect to experience continued rapid growth resulting in new and
increased responsibilities for management personnel and increased demands on
our operating and financial systems and resources. To effectively manage
future growth, we must continue to expand our operational, financial and
management information systems and to train, motivate and manage our work
force. There can be no assurance that our operational, financial and
management information systems will be adequate to support our future
operations. Failure to expand our operational, financial and management
information systems or to train, motivate or manage employees could have a
material adverse effect on our operating results and financial condition.

DEPENDENCE ON CERTAIN KEY SUPPLIERS

Although we regularly carry products and accessories manufactured by
approximately 500 original equipment manufacturers, products supplied by our
ten largest suppliers represented 51.9% of our net sales for the year ended
December 31, 1997 and 50.2% of our net sales for the six months ended June
30, 1998. In addition, products of the following manufacturers accounted for
a significant portion of our total net sales for the year ended December 31,
1997: Hewlett-Packard Company, 14.6%; Canon Corporation, 12.4%; and Lexmark
International, Inc., 7.8%.

Our business is dependent upon terms provided by our key suppliers,
including pricing and related provisions, product availability and dealer
authorizations. While we consider our relationships with our key suppliers,
including Hewlett- Packard Company, Canon Corporation and Lexmark
International, Inc., to be good, there can be no assurance that these
relationships will continue. In addition, a material change by a key
supplier relating to distributors, volume discount schedules or marketing
programs applicable to us, could have a material adverse effect on our
operating results and financial condition.

DEPENDENCE ON KEY PERSONNEL

We rely on certain key executives, including our President and other
senior management, and have entered into employment agreements that contain
non-competition provisions with these key executives. There can be no
assurance that we can retain our executive officers and key personnel or
attract additional qualified management in the future. In addition, the
success of certain of our acquisitions may depend, in part, on our

<PAGE>

ability to retain management personnel of the acquired companies. The loss
of services of one or more of our key executives could disrupt and have a
material adverse effect on our operating results and financial condition.

DEPENDENCE ON COMPUTER SYSTEMS

Our operations depend, to a large extent, on our management information
systems. Modifications to our computer systems and application software will
be necessary as we grow and respond to customer needs, technological
developments, electronic commerce requirements and other factors. We
currently are in the process of upgrading our internal accounting and
inventory control and distribution software programs. The upgrade is
expected to cost approximately $2.5 million. The modifications may (i) cause
disruptions in our operations, (ii) delay the schedule for integrating newly
acquired companies, or (iii) cost more to design, implement or operate than
currently budgeted. Any of these disruptions, delays or costs could have a
material adverse effect on our operating results and financial condition.

We do not currently have redundant computer systems or redundant
dedicated communication lines linking our computers to our warehouses. We
have safeguards against certain events that could interrupt our operations,
including (i) back-up power supplies that allow our computer system to
function in the event of a power outage, (ii) redundant storage of data,
(iii) off-site storage of back-up data, (iv) physical security systems and an
(v) early warning detection and fire extinguishing system. The failure of
our computer or communication systems could have a material adverse effect on
our operating results and financial condition.

YEAR 2000 COMPLIANCE

We are aware of the issues associated with the hardware, software and
operating systems in existing computer and telecommunication systems as the
millennium approaches. The "year 2000" problem is pervasive and complex as
virtually every computer operation will be affected in some way by the
rollover of the two digit year value to 00. The issue is whether computer
and other computer operated systems will properly recognize date-sensitive
information when the year changes to 2000. Systems that do not properly
recognize such information could generate erroneous data or cause a system to
fail.

We are utilizing internal and external resources to identify and
correct, or reprogram, all of our systems for year 2000 compliance. Our
AS/400 hardware and operating system are already compliant. We are in the
process of implementing a corporate wide financial and distribution software
package from J. D. Edward Company in response to our expansion and
acquisition program. This software package is already year 2000 compliant,
and installation is expected to be complete January 1, 1999.

All other equipment is currently undergoing compliance testing. In
cases of non-compliance, equipment will be replaced by January 1, 1999. This
equipment includes

<PAGE>

personal computers, networking equipment and telecommunication equipment.
Because most of our computer and telecommunications equipment is relatively
new, the cost to bring it into compliance is currently estimated to be less
than $250,000.

No one knows the extent of the potential impact of the year 2000 problem
generally and we cannot predict the likelihood that year 2000 problems will
cause a significant disruption in the economy as a whole. We will continue
to examine the year 2000 issue as it potentially impacts us and will develop
a contingency plan if we believe one is necessary.

HIGHLY COMPETITIVE INDUSTRY

The industry in which we operate is highly competitive. We compete with
major full-service office products distributors, other national and regional
computer supply distributors, office products superstores, direct mail order
companies, and, to a lesser extent, non-specialized retailers. Certain of
our competitors, such as office products superstores and major full-service
office products distributors, are larger and have substantially greater
financial and other resources and purchasing power than we do. We believe
that the computer supply industry will further consolidate in the future and
consequently become more competitive. Increased competition may result in
greater price discounting which will continue to have a negative impact on
the industry's gross margins.

POTENTIAL VOLATILITY OF STOCK PRICE

Stock prices of growth companies such as ours may fluctuate widely,
often for reasons that are unrelated to the actual operating performance of
the particular company. In addition, the market price of the Common Stock is
subject to significant fluctuation due to (i) variations in stock market
conditions, (ii) changes in financial estimates by securities analysts or by
our failure to meet estimates, (iii) variations in quarterly operating
results, (iv) general conditions affecting all participants in the computer
supply industry, (v) announcements by us or our competition, (vi) regulatory
developments, and (vii) economic or other external factors.

NO DIVIDENDS

We have not paid a cash dividend on our Common Stock since our initial
public offering and currently expect to retain our future earnings, if any,
for use in the operation and expansion of our business. We do not anticipate
paying any cash dividends in the foreseeable future. In addition, the Credit
Facility prohibits the payment of cash dividends.

AVAILABILITY OF COMMON STOCK AND PREFERRED STOCK FOR ISSUANCE

Our Board of Directors has the authority to issue up to 5,000,000 shares
of our Preferred Stock, no par value per share, and to determine the terms,
including voting

<PAGE>

rights, of those shares without any further vote or action by our
stockholders. The voting and other rights of the holders of Common Stock
will be subject to, and may be adversely affected by, the rights of the
holders of any Preferred Stock that may be issued in the future. Similarly,
our Board may issue additional shares of Common Stock without any further
vote or action by stockholders under certain circumstances. An issuance
could occur in the context of another public or private offering of shares of
Common Stock or Preferred Stock or in a situation where the Common Stock or
Preferred Stock is used to acquire the assets or stock of another company.
The issuance of Common Stock or Preferred Stock, while providing desirable
flexibility in connection with possible acquisitions and other corporate
purposes, could have the effect of delaying, deferring or preventing a change
in control.

CONTROL OF EXISTING MANAGEMENT AND CERTAIN STOCKHOLDERS

Our directors and executive officers and officers of our subsidiaries
currently beneficially own 5,493,067 shares of Common Stock representing
approximately 49.0% of the outstanding shares of Common Stock (including
vested stock options but not including shares owned beneficially by
Pittsburgh Investment Group LLC, an investor group that includes four of our
directors). Consequently, management is in a position to exert significant
influence over material matters relating to our business, including decisions
regarding (i) the election of our Board of Directors, (ii) the acquisition or
disposition of assets (in the ordinary course of our business or otherwise),
(iii) future issuances of Common Stock or other securities, and (iv) the
declaration and payment of dividends on the Common Stock. Management also
may be able to delay, make more difficult or prevent us from engaging in any
business combination.

ANTITAKEOVER PROVISIONS

Our Amended and Restated Articles of Incorporation and Amended and
Restated Code of Regulations contain certain provisions which, among other
things, (i) permit the establishment of a "staggered" Board of Directors,
(ii) limit the personal liability of and provide indemnification for our
directors, (iii) require that stockholders comply with certain requirements
to nominate a director or submit a proposal before a meeting of stockholders,
(iv) limit the ability of stockholders to act by written consent and (v)
require a supermajority vote of stockholders if a "related person" (as
defined) attempts to engage in a business combination with us. The Ohio
General Corporation Law, which applies to us, has certain other provisions
which may be deemed to have antitakeover effects, including statutes which
deal with (i) control share acquisitions, (ii) control bids and (iii) the
disgorgement of trading profits.

USE OF PROCEEDS

We will not receive any proceeds from the Offering. All proceeds will
be received and retained solely by the Selling Stockholders.

<PAGE>

SELLING STOCKHOLDERS

Of the 3,760,775 shares of Common Stock offered by this prospectus,
3,482,656 represent shares issued to certain of the Selling Stockholders by
us in connection with our acquisitions of Imperial Data Supply Corporation,
Spokane, Washington; Data Associates, Inc., Roswell, Georgia; Force 4 D.P.
Supplies, Inc., Portland, Oregon; Minnesota Western/Creative Office Products,
Inc., Berkley, California; NTI Data Products, Inc., Goffstown, New Hampshire;
Britco, Inc., Houston, Texas; TBS Printware Corporation, Fremont, California;
Computer Showcase, Inc., Norcross, Georgia; Electronic Image Systems, Inc.,
Seattle, Washington; and Consolidated Media Systems, Inc., Nashville,
Tennessee. We are registering some of these shares on behalf of the Selling
Stockholders to fulfill "registration rights" given to them in connection
with certain of the acquisitions. The remaining 278,119 shares may be
offered for sale from time to time by the FBR Private Equity Fund, L.P., an
affiliate of Friedman, Billings, Ramsey & Co., Inc., one of the underwriters
of the public offering we completed on June 30, 1998 and July 23, 1998.
Except as indicated, none of the Selling Stockholders has held any position
or office or had a material relationship with us or any of our affiliates
within the past three years other than as a result of the ownership of Common
Stock. The following table sets forth the aggregate number of shares of
Common Stock beneficially owned and to be offered by each Selling
Stockholder. See "Plan of Distribution."

<TABLE>
<CAPTION>
Number of
Shares Beneficially
Shares Beneficially Shares Owned
Name of Selling Stockholder Owned Prior to Offering(1) Being Offered After Offering(1)
--------------------------- -------------------------- ------------- -------------------
Number Percent Number Percent
-------- --------- -------- --------
<S> <C> <C> <C> <C> <C>
Michael A. Clark(2). . . . . 66,068 * 66,068 + +
J. Phillip Crone(3). . . . . 90,080 * 90,080 + +
H. Clark Gilson Trust(4)(5). 440,851 3.9% 440,851 + +
Larry R. Goodman Trust(4)(6) 440,851 3.9 440,851 + +
Gerald G. Gould(3) . . . . . 96,918 * 96,918 + +
Charles and Gretchen
Ferguson(7). . . . . . . . 274,999 2.5 274,999 + +
Thomas R. James(8) . . . . . 83,250 * 83,250 + +
John Keegan and
Valerie Keegan(3). . . . . 76,515 * 76,515 + +
John D. Lentz. . . . . . . . 15,464 * 15,464 + +
John McCoubrie(9). . . . . . 78,750 * 78,750 + +
John W. Miles(10). . . . . . 308,561 2.8 308,561 + +
Stephen M. Mulloy(8) . . . . 55,750 * 55,750 + +
Ruy J. Pereira(4). . . . . . 440,851 3.9 440,851 + +
Melva Potter . . . . . . . . 1,825 * 1,825 + +
William H. Potter
Testamentary Trust(11) . . 32,484 * 32,484 + +
Michael C. Richardson(2) . . 66,068 * 66,068 + +
Lothar Rowe. . . . . . . . . 157,500 1.4 157,500 + +
Robert Salomon(9). . . . . . 78,750 * 78,750 + +
Donald W. Sandlin(10). . . . 308,561 2.8 308,561 + +
Deborah Smith(12). . . . . . 55,750 * 55,750 + +
Jerrold H. Smith(12) . . . . 90,135 * 90,135 + +
Daniel W. Wisdom(13) . . . . 188,292 1.7 188,292 + +
FBR Private Equity Fund, L.P. 278,119 2.5 278,119 + +
Total. . . . . . 3,760,775 33.5 3,760,775 + +
</TABLE>
(NOTES ON FOLLOWING PAGE)

<PAGE>
- ---------------------
(*) Less than 1% of the 11,209,540 shares of Common Stock issued and
outstanding as of October 6, 1998.

(+) The Selling Stockholder may sell some, all or none of his or her shares
offered by this prospectus.

(1) The number and percentage of shares beneficially owned is determined in
accordance with Rule 13d-3 of the Securities Exchange Act of 1934, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under Rule 13d-3, beneficial ownership includes any shares
which the Selling Stockholder has sole or shared voting power or investment
power and also any shares which the Selling Stockholder has the right to
acquire within 60 days of the date of this prospectus through the exercise
of any stock option or other right. The number and percentage of shares
beneficially owned does not include 1,275,000 shares of Common Stock
reserved for issuance under the Company's employee stock option and
non-employee director stock option plans, none of which are beneficially
owned by any of the Selling Stockholders.

(2) Michael A. Clark and Michael C. Richardson are the President and the Chief
Executive Officer, respectively, of Electronic Image Systems, Inc., one of
our wholly-owned subsidiaries.

(3) Messrs. Crone and Keegan are employees of ours. Mr. Gould resigned as an
employee effective July 31, 1998, and now serves as a consultant to us.

(4) H. Clark Gilson, Ruy J. Pereira and Larry R. Goodman are the President,
Vice-President, and Vice-President and Assistant Secretary, respectively,
of Minnesota Western/Creative Office Products, Inc., one of our
wholly-owned subsidiaries.

(5) H. Clark Gilson and Kay Ann Gilson are the sole beneficiaries of the H.
Clark Gilson Trust.

(6) Larry R. Goodman and Linda D. Goodman are the sole beneficiaries of the
Larry R. Goodman Trust.

(7) Gretchen Ferguson and Charles Ferguson are President and Vice-President,
respectively, of Britco, Inc., one of our wholly-owned subsidiaries.

(8) Thomas R. James is the President and Stephen M. Mulloy is the Vice
President of NTI Data Products, Inc., one of our wholly-owned subsidiaries.

(9) John McCoubrie is the Chief Executive Officer and Secretary and Robert
Salomon is the President of TBS Printware Corporation, one of our
wholly-owned subsidiaries.

(10) Donald W. Sandlin and John W. Miles are the President and the Secretary and
Treasurer, respectively, of Consolidated Media Systems, Inc., one of our
wholly-owned subsidiaries.

(11) Melva Potter is the trustee of the William H. Potter Testamentary Trust.

(12) Deborah Smith and Jerrold H. Smith are the Vice-President and President,
respectively, of Computer Showcase, Inc., one of our wholly-owned
subsidiaries.

(13) Mr. Wisdom resigned as President of Force 4 D. P. Supplies, Inc., one of
our wholly-owned subsidiaries, effective July 15, 1998.

<PAGE>

PLAN OF DISTRIBUTION

We have been advised by the Selling Stockholders that they intend to
sell all or a portion of the shares offered by this prospectus from time to
time on the Nasdaq National Market, or otherwise, and that sales will be made
at prices and terms then prevailing or prices related to the then current
market price or at negotiated prices. The Selling Stockholders also may make
private sales directly or through a broker or brokers, who may act as agent
or as principal. As used in this section, "Selling Shareholders" includes
donees and pledgees selling shares of the Common Stock offered by this
prospectus received from a named Selling Shareholder after the date of this
Prospectus. We will not receive any proceeds from any sales of shares by the
Selling Stockholders. The shares of Common Stock offered by this prospectus
may be sold by one or more of the following means of distribution:

- - a block trade in which the broker-dealer so engaged will attempt to sell
shares of Common Stock as agent, but may position and resell a portion of
the block as principal to facilitate the transaction;

- - purchases by a broker-dealer as principal and resale by the broker-dealer
for its own account pursuant to this prospectus;

- - an over-the-counter distribution in accordance with the rules of the Nasdaq
National Market;

- - ordinary brokerage transactions and transactions in which the broker
solicits purchasers; and

- - in privately negotiated transactions.

Upon our notification by the Selling Stockholders that any material
arrangement has been entered into with a broker or dealer for the sale of
shares through a secondary distribution, or a purchase by a broker or dealer,
a supplemented prospectus will be filed, if required, pursuant to Rule 424(c)
under the Securities Act of 1933, disclosing (i) the name of each
broker-dealer(s), (ii) the number of shares involved, (iii) the price at
which the shares were sold, (iv) the commissions paid or discounts or
concessions allowed to the broker-dealer(s), where applicable, (v) that the
broker-dealer(s) did not conduct any investigation to verify the information
set out or incorporated by reference in this prospectus, as supplemented, and
(vi) other facts material to the transaction.

We have (i) advised the Selling Stockholders that Regulation M under the
Securities Exchange Act of 1934 may apply to their sales and their
affiliates' sales in the market, (ii) furnished the Selling Stockholders with
a copy of this regulation and (iii) informed them of the need for delivery of
copies of this prospectus at or prior to the time

<PAGE>

of any sale of shares of Common Stock offered by this prospectus. The
Selling Stockholders may indemnify any broker-dealer that participates in
transactions involving the sale of the shares against certain liabilities,
including liabilities arising under the Securities Act of 1933. Any
commissions paid or any discounts or concessions allowed to any such
broker-dealers, and any profits received on the resale of such shares, may be
deemed to be underwriting discounts and commissions under the Securities Act
of 1933 if the broker-dealers purchase shares as principal.

Any securities covered by this prospectus that qualify for sale pursuant
to Rule 144 or Rule 145 under the Securities Act of 1933 may be sold under
such rule rather than pursuant to this Prospectus.

There is no assurance that the Selling Stockholders will sell any or all
of the shares of Common Stock offered by this prospectus.

LEGAL MATTERS

The validity of the Common Stock offered by this prospectus will be
passed upon for us by Elias, Matz, Tiernan & Herrick L.L.P., Washington, D.C.
As of the date of this prospectus, a general partnership composed of certain
members of Elias, Matz, Tiernan & Herrick L.L.P. beneficially owned 20.4% of
Pittsburgh Investment Group LLC, which owns 388,519 shares of Common Stock.
In addition, certain members of Elias, Matz, Tiernan & Herrick L.L.P. owned
approximately 247,680 shares of Common Stock.

EXPERTS

The consolidated financial statements of Miami Computer Supply
Corporation as of December 31, 1997 and 1996 and for each of the three years
in the period ended December 31, 1997, incorporated in this Prospectus by
reference to the Annual Report on Form 10-K of Miami Computer Supply
Corporation for the year ended December 31, 1997, have been so incorporated
in reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The financial statements of Consolidated Media Systems, Inc. as of
December 31, 1997 and for the year then ended, incorporated in this
Prospectus by reference to the Company's Form 8-K dated September 11, 1998,
have been so incorporated in reliance on the report of PricewaterhouseCoopers
LLP, independent accountants, given on the authority of said firm as experts
in auditing and accounting.

The financial statements of Consolidated Media Systems, Inc. as of
December 31, 1996 and the related statements of income, stockholder's equity
and cash flows for the years ended December 31, 1996 and 1995, incorporated
in this Prospectus by reference to

<PAGE>

the Company's Form 8-K dated September 11, 1998, have been so incorporated in
reliance on the report of Frasier, Dean & Howard, independent accountants,
given on the authority of said firm as experts in auditing and accounting.

The financial statements of Minnesota Western/Creative Office Products,
Inc. as of October 31, 1996 and September 30, 1997 and for each of the two
years in the period ended October 31, 1996 and for the eleven month period
ended September 30, 1997, incorporated in this Prospectus by reference to the
Company's Form 8-K dated January 30, 1998, have been so incorporated in
reliance on the report of PricewaterhouseCoopers LLP, independent
accountants, given on the authority of said firm as experts in auditing and
accounting.

The financial statements of TBS Printware Corporation as of January 3,
1997 and September 30, 1997 and for the year ended January 3, 1997 and for
the nine months ended September 30, 1997, incorporated in this Prospectus by
reference to the Company's Form 8-K dated January 15, 1998, have been so
incorporated in reliance on the report of PricewaterhouseCoopers LLP,
independent accountants, given on the authority of said firm as experts in
auditing and accounting.

<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.

The following table sets forth costs and expenses of the sale and
distribution of the securities being registered. All amounts except the
Securities and Exchange Commission filing fee are estimates.

<TABLE>
<S> <C>
SEC filing fees . . . . . . . . . $18,668
Printing, postage and mailing . . 5,000
Legal fees and expenses . . . . . 27,000
Blue Sky fees and expenses. . . . 5,000
Accounting fees and expenses. . . 5,000
Miscellaneous fees and expenses 5,000
-------
Total . . . . . . . . . $65,668
</TABLE>

ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.

The Company is an Ohio corporation. Section 1701.59 of the Ohio General
Corporation law states:

"(B) A director shall perform his duties as a director, including his
duties as a member of any committee of the directors upon which he may serve,
in good faith, in a manner he reasonably believes to be in or not opposed to
the best interests of the corporation, and with the care that an ordinarily
prudent person in a like position would use under similar circumstances. In
performing his duties, a director is entitled to rely on information,
opinions, reports, or statements, including financial statements and other
financial data, that are prepared or presented by:

(1) One or more directors, officers, or employees of the corporation who
the director reasonably believes are reliable and competent in the matters
prepared or presented;

(2) Counsel, public accountants, or other persons as to matters that the
director reasonably believes are within the person's professional or expert
competence;

(3) A committee of the directors upon which he does not serve, duly
established in accordance with a provision of the articles or the
regulations, as to matters within its designated authority, which committee
the director reasonably believes to merit confidence.

II-1

<PAGE>

(1) A director shall not be found to have violated his duties under
division (B) of this section unless it is proved by clear and convincing
evidence that the director has not acted in good faith, in a manner he
reasonably believes to be in or not opposed to the best interests of the
corporation, or with the care that an ordinarily prudent person in a like
position would use under similar circumstances, in any action brought against
a director, including actions involving or affecting any of the following:

(a) A change or potential change in control of the corporation,
including a determination to resist a change or potential change in control
made pursuant to division (F)(7) of section 1701.13 of the Revised Code.

(b) A termination or potential termination of his service to the
corporation as a director;

(2) A director shall not be considered to be acting in good faith if he
has knowledge concerning the matter in question that would cause reliance on
information, opinions, reports, or statements that are prepared or presented
by the persons described in divisions (B)(1) to (3) of this section to be
unwarranted.

(3) Nothing contained in this division limits relief available under
section 1701.60 of the Revised Code.

(D) A director shall be liable in damages for any action he takes or
fails to take as a director only if it is proved by clear and convincing
evidence in a court of competent jurisdiction that his action or failure to
act involved an act or omission undertaken with deliberate intent to cause
injury to the corporation or undertaken with reckless disregard for the best
interests of the corporation. Nothing contained in this division affects the
liability of directors under section 1701.95 of the Revised Code or limits
relief available under section 1701.60 of the Revised Code. This division
does not apply if, and only to the extent that, at the time of a director's
act or omission that is the subject of complaint, the articles or the
regulations of the corporation state by specific reference to this division
that the provisions of this division do not apply to the corporation.

(E) For purposes of this section, a director, in determining what he
reasonably believes to be in the best interests of the corporation, shall
consider the interests of the corporation's shareholders and, in his
discretion, may consider any of the following:

(1) The interests of the corporation's employees, suppliers, creditors,
and customers;

II-2

<PAGE>

(2) The economy of the state and nation;

(3) Community and societal considerations;

(4) The long-term as well as short-term interests of the corporation and
its shareholders, including the possibility that these interests may be best
served by the continued independence of the corporation.

(F) Nothing contained in division (C) or (D) of this section affects the
duties of either of the following:

(1) A director who acts in any capacity other than his capacity as a
director;

(2) A director of a corporation that does not have issued and
outstanding shares that are listed on a national securities exchange or are
regularly quoted in an over-the-counter market by one or more members of a
national or affiliated securities association, who votes for or assents to
any action taken by the directors of the corporation that, in connection with
a change in control of the corporation, directly results in the holder or
holders or a majority of the outstanding shares of the corporation receiving
a greater consideration for their shares than other shareholders."

Section 1701.13(E) of the OGCL states:

"(E)(1) A corporation may indemnify or agree to indemnify any person who
was or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action, suit or proceeding, whether civil, criminal,
administrative, or investigative, other than an action by or in the right of
the corporation, by reason of the fact that he is or was a director, officer,
employee, or agent of the corporation, or is or was serving at the request of
the corporation as a director, trustee, officer, employee, member, manager,
or agent of another corporation, domestic or foreign, nonprofit or for
profit, a limited liability company, or a partnership, joint venture, trust,
or other enterprise, against expenses, including attorney's fees, judgments,
fines, and amounts paid in settlement actually and reasonably incurred by him
in connection with such action, suit or proceeding, if he acted in good faith
and in a manner he reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to any criminal action or
proceeding, if he had no reasonable cause to believe his conduct was
unlawful. The termination of any action, suit, or proceeding by judgment,
order, settlement, or conviction, or upon a plea of nolo contendere or its
equivalent, shall not, of it self, create a presumption that the person did
not act in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, with respect to any
criminal action or proceeding, he had reasonable cause to believe that his
conduct was unlawful.

II-3

<PAGE>

(2) A corporation may indemnify or agree to indemnify any person who was
or is a party, or is threatened to be made a party, to any threatened,
pending, or completed action or suit by or in the right of the corporation to
procure a judgment in its favor, by reason of the fact that he is or was a
director, officer, employee, or agent of the corporation, or is or was
serving at the request of the corporation as a director, trustee, officer,
employee, member, manager, or agent of another corporation, domestic or
foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, against expenses,
including attorney's fees, actually and reasonably incurred by him in
connection with the defense or settlement of such action or suit, if he acted
in good faith and in a manner he reasonably believed to be in or not opposed
to the best interests of the corporation, except that no indemnification
shall be made in respect of any of the following:

(a) Any claim, issue, or matter as to which such person is adjudged to
be liable for negligence or misconduct in the performance of his duty to the
corporation unless, and only to the extent that, the court of common pleas of
the court in which such action or suit was brought determines, upon
application, that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court of common pleas or such other
court shall deem proper;

(b) Any action or suit in which the only liability asserted against a
director is pursuant to section 1701.95 of the Revised Code.

(3) To the extent that a director, trustee, officer, employee, member,
manager, or agent has been successful on the merits or otherwise in defense
of any action, suit, or proceeding referred to in division (E)(1) or (2) of
this section, or in defense of any claim, issue, or matter therein, he shall
be indemnified against expenses, including attorney's fees, actually and
reasonably incurred by him in connection with the action, suit, or
proceeding.

(4) Any indemnification under division (E)(1) or (2) of this section,
unless ordered by a court, shall be made by the corporation only as
authorized in the specific case, upon a determination that indemnification of
the director, trustee, officer, employee, member, manager, or agent is proper
in the circumstances because he has met the applicable standard of conduct
set forth in division (E)(1) or (2) of this section. Such determination
shall be made as follows:

(a) By a majority vote of a quorum consisting of directors of the
indemnifying corporation who were not and are not parties to or threatened
with the action, suit, or proceeding referred to in division (E)(1) or (2) of
this section;

II-4

<PAGE>

(b) If the quorum described in division (E)(4)(a) of this section is not
obtainable or if a majority vote of a quorum of disinterested directors so
directs, in a written opinion by independent legal counsel other than an
attorney, or a firm having associated with it an attorney, who has been
retained by or who has performed services for the corporation or any person
to be indemnified within the past five years;

(d) By the court of common pleas or the court in which the action, suit,
or proceeding referred to in division (E)(1) or (2) of this section was
brought.

Any determination made by the disinterested directors under division
(E)(4)(a) or by independent legal counsel under division (E)(4)(b) of this
section shall be promptly communicated to the person who threatened or
brought the action or suit by or in the right of the corporation under
division (E)(2) of this section, and, within ten days after receipt of such
notification, such person shall have the right to petition the court of
common pleas or the court in which such action or suit was brought to review
the reasonableness of such determination.

(5)(a) Unless at the time of a director's act or omission that is the
subject of an action, suit, or proceeding referred to in division (E)(1) or
(2) of this section, the articles or the regulations of a corporation state,
by specific reference to this division, that the provisions of this division
do not apply to the corporation and unless the only liability asserted
against a director in an action, suit, or proceeding referred to in division
(E)(1) or (2) of this section, the articles or the regulations of a
corporation state, by specific reference to this division, that the
provisions of this division do not apply to the corporation and unless the
only liability asserted against a director in an action, suit, or proceeding
referred to in division (E)(1) or (2) of this section is pursuant to section
1701.95 of the Revised Code, expenses, including attorney's fees, incurred by
a director in defending the action, suit, or proceeding shall be paid by the
corporation as they are incurred, in advance of the final disposition of the
action, suit, or proceeding, upon receipt of an undertaking by or on behalf
of the director in which he agrees to do both of the following:

(i) Repay such amount if it is provided by clear and convincing evidence
in a court of competent jurisdiction that his action or failure to act
involved an act or omission undertaken with deliberate intent to cause injury
to the corporation or undertaken with reckless disregard for the best
interests of the corporation;

(ii) Reasonably cooperate with the corporation concerning the action,
suit, or proceeding.

II-5

<PAGE>

(b) Expenses, including attorney's fees, incurred by a director,
trustee, officer, employee, member, manager, or agent in defending any
action, suit, or proceeding referred to in division (E)(1) or (2) of this
section, may be paid by the corporation as they are incurred, in advance of
the final disposition of the action, suit, or proceeding, as authorized by
the directors in the specific case, upon the receipt of an undertaking by or
on behalf of the director, trustee, officer, employee, member, manager, or
agent to repay such amount, if it ultimately is determined that he is not
entitled to be indemnified by the corporation.

(6) The indemnification authorized by this section shall not be
exclusive of, and shall be in addition to, any other rights granted to those
seeking indemnification under the articles, the regulations, any agreement, a
vote of shareholders or disinterested directors, or otherwise, both as to
action in their official capacities and as to action in another capacity
while holding their offices or positions, and shall continue as to a person
who has ceased to be a director, trustee, officer, employee, member, manager,
or agent and shall inure to the benefit of the heirs, executors, and
administrators of such a person.

(7) A corporation may purchase and maintain insurance or furnish similar
protection, including, but not limited to, trust funds, letters of credit, or
self-insurance, on behalf of or for any person who is or was a director,
officer, employee, or agent of the corporation, or is or was serving at the
request of the corporation as a director, trustee, officer, employee, member,
manager, or agent of another corporation, domestic or foreign, nonprofit or
for profit, a limited liability company, or a partnership, joint venture,
trust, or other enterprise, against any liability asserted against him and
incurred by him in any such capacity, or arising out of his status as such,
whether or not the corporation would have the power to indemnify him against
such liability under this section. Insurance may be purchased from or
maintained with a person in which the corporation has a financial interest.

(8) The authority of a corporation to indemnify persons pursuant to
division (E)(1) or (2) of this section does not limit the payment of expenses
as they are incurred, indemnification, insurance, or other protection that
may be provided pursuant to divisions (E)(5), (6), and (7) of this section.
Divisions (E)(1) and (2) of this section do not create any obligation to
repay or return payments made by the corporation pursuant to division (E)(5),
(6), or (7).

(9) As used in division (E) of this section, "corporation" includes all
constituent entities in a consolidation or merger and the new or surviving
corporation, so that any person who is or was a director, officer, employee,
trustee, member, manager, or agent of such a constituent entity, or is or was
serving at the request of such constituent entity as a director, trustee,
officer, employee, member, manager, or agent or another corporation, domestic
or foreign, nonprofit or for profit, a limited liability company, or a
partnership, joint venture, trust, or other enterprise, shall stand in the
same position under this section

II-6

<PAGE>

with respect to the new or surviving corporation as he would if he had served
the new or surviving corporation in the same capacity."

The Amended and Restated Articles of Incorporation of the Company also
limit the liability of, and provide indemnification to, directors and
officers of the Company. Article VIII of the Company's Articles states:

"A. LIMITATION OF LIABILITY. No director shall be personally liable to
the Corporation or its stockholders for monetary damages for any act or
omission by such director as a director; provided that a director's liability
shall not be limited or eliminated to the extent that it is proved by clear
and convincing evidence in a court of competent jurisdiction that his action
or failure to act involved an act or omission undertaken with deliberate
intent to cause injury to the Corporation, or was undertaken with reckless
disregard for the best interests of the Corporation. No amendment to or
repeal of this Article VIII.A. shall apply to or have any effect on the
liability or alleged liability of any director of the Corporation for or with
respect to any acts or omissions of such director occurring prior to such
amendment.

B. INDEMNIFICATION. The Corporation shall indemnify any person who was
or is a party or is threatened to be made a party to any threatened, pending
or completed action, suit or proceeding, whether civil, criminal,
administrative, arbitrative or investigative, by reason of the fact that such
person is or was a director, trustee, officer, employee or agent of the
Corporation, or is or was serving at the request of the Corporation as a
director, trustee, officer, employee, member, manager or agent of another
corporation, domestic or foreign, nonprofit or for profit, a limited
liability company, partnership, joint venture, trust or other enterprise or
employee benefit plan, against liability and expenses (including court costs
and attorney's fees), judgments, fines, excise taxes and amounts paid in
satisfaction, settlement or compromise actually and reasonably incurred by
such person in connection with such action, suit or proceeding to the full
extent authorized by Section 1701.13 of the OGCL or any successor provision
thereto.

C. ADVANCEMENT OF EXPENSES. Reasonable expenses incurred by a
director, officer, employee or agent of the Corporation in defending an
action, suit or proceeding described in Article VIII.B. shall be paid by the
Corporation as they are incurred, in advance of the final disposition of such
action, suit or proceeding, as authorized by the Board of Directors only upon
receipt of written affirmation by or on behalf of such person in which he
agrees to do both of the following: (i) repay such amount if it is proved by
clear and convincing evidence in a court of competent jurisdiction that his
action or failure to act involved an act or omission undertaken with the
deliberate intent to cause injury to the Corporation or undertaken with
reckless disregard for the best interests of the Corporation, and (ii)
reasonably cooperate with the Corporation concerning the action, suit or
proceeding.

II-7

<PAGE>

D. OTHER RIGHTS AND REMEDIES. The indemnification provided by this
Article VIII shall not be deemed to exclude any other rights to which those
seeking indemnification or advancement of expenses may be entitled under the
Corporation's Articles of Amendment, any insurance or other agreement, trust
fund, letter of credit, surety bond, vote of stockholders or disinterested
directors or otherwise, both as to actions in their official capacity and as
to actions in another capacity while holding such office, and shall continue
as to a person who has ceased to be a director, officer, employee, member,
manager or agent and shall inure to the benefit of the heirs, executors and
administrators of such person; provided that no indemnification shall be made
to or on behalf of an individual in respect of any of the following: (i) any
claim, issue, or matter as to which such person is adjudged to be liable for
negligence or misconduct in the performance of his duty to the Corporation
unless, and only to the extent that, a court of competent jurisdiction
determines that, despite the adjudication of liability, but in view of all
the circumstances of the case, such person is fairly and reasonably entitled
to indemnity for such expenses as the court shall deem proper; or (ii) any
action or suit in which the only liability asserted against a director is
pursuant to Section 1701.95 of the OGCL or any successor thereto.

E. INSURANCE. Upon resolution passed by the Board of Directors, the
Corporation may purchase and maintain insurance on behalf of any person who
is or was a director, officer, employee, or agent of the Corporation, or was
serving at the request of the Corporation as a director, officer, employee,
member, manager or agent of another corporation, domestic or foreign,
nonprofit or for profit, a limited liability company, partnership, joint
venture, trust or another enterprise or employee benefit plan, against any
liability asserted against him or incurred by him in any such capacity, or
arising out of his status, whether or not the Corporation would have the
power to indemnify him against such liability under the provisions of this
Article or the OGCL.

F. MODIFICATION. The duties of the Corporation to indemnify and to
advance expenses to a director, officer, employee or agent provided in this
Article VIII shall be in the nature of a contract between the Corporation and
each such director, officer, employee or agent and no amendment or repeal of
any provision of this Article VIII shall alter, to the detriment of such
director, officer, employee or agent, the right of such person to the advance
of expenses or indemnification related to a claim based on an act or failure
to act which took place prior to such amendment or repeal."

Article X of the Company's Code of Regulations states:

"(a) A director of the Corporation shall not be personally liable
for monetary damages for action taken, or any failure to take action, as a
director, to the extent set forth in the Corporation's Amended and Restated
Articles of Incorporation, which provisions are incorporated herein with the
same affect as if they were set forth herein.

II-8

<PAGE>

(b) The Corporation shall indemnify any person who is a director,
officer, employee or agent of the Corporation to the extent set forth in the
Corporation's Amended and Restated Articles of Incorporation, which
provisions are incorporated herein with the same affect as if they were set
forth herein."

In addition, the Company has obtained a directors and officers liability
insurance policy relating to certain actions or omissions which may be taken,
or omitted to be taken, by the directors and officers of the Company, as well
as a policy which insures against errors and omissions in the offering
documents relating to the offer and sale of the Common Stock to the public.

II-9

<PAGE>

ITEM 16. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES.

The exhibits and financial statement schedules are filed as a part of
this Registration Statement are as follows:

EXHIBIT NO. DESCRIPTION OF EXHIBIT
- ----------- ----------------------
<S> <C>
4.0 Form of Stock Certificate of Miami Computer Supply Corporation.(1)

5.0 Opinion of Elias, Matz, Tiernan & Herrick L.L.P. re: legality.

23.1 Consent of Elias, Matz, Tiernan & Herrick L.L.P.(2)

23.2 Consent of PricewaterhouseCoopers LLP.

23.3 Consent of Frasier, Dean & Howard.

24.0 Power of Attorney (included in Signature Page of this Registration
Statement).

27.0 Financial Data Schedule.(3)
</TABLE>
- ------------------------

* To be filed by amendment.

(1) Incorporated by reference from the Company's Registration Statement on Form
S-1 as filed with the Commission on November 11, 1996, SEC File No.
333-12689.

(2) Incorporated by reference to Exhibit No. 5.0.

(3) Incorporated by reference from the Company's Quarterly Report on Form 10-Q
for the three months ended June 30, 1998, filed with the Commission on
August 14, 1998.

All financial statement schedules have been omitted as not applicable or
not required under the rules of Regulation S-X.

II-10

<PAGE>

ITEM 17. UNDERTAKINGS.

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. 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 the effective
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 (1)(i) and (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 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, each 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;

II-11
<PAGE>

(4) 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;

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 Securities Act and will be governed by the final
adjudication of such issue.

II-12

<PAGE>

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the
Registrant has duly caused this Form S-3 Registration Statement to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Dayton, Ohio on October 19, 1998.

MIAMI COMPUTER SUPPLY
CORPORATION

By: /s/ Michael E. Peppel
------------------------------------
Michael E. Peppel, President and
Chief Executive Officer

POWER OF ATTORNEY

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 dates indicated. Each person whose signature appears
below hereby authorizes Michael E. Peppel or Ira H. Stanley to execute in the
name of such person and to file any amendment to this Registration Statement
that Registrant deems appropriate, and appoints such agent as his
attorney-in-fact to sign on his behalf individually and in each capacity
stated below and file all amendments and post-effective amendments to this
Registration Statement.

<TABLE>
<CAPTION>
NAME TITLE DATE
---- ----- ----
<S> <C> <C>
/s/ Anthony W. Liberati
- ---------------------------------
Anthony W. Liberati Chairman of the Board October 19, 1998

/s/ Michael E. Peppel
- ---------------------------------
Michael E. Peppel Director, President and October 19, 1998
Chief Executive Officer
(principal executive
officer)

/s/ Robert G. Hecht
- ---------------------------------
Robert G. Hecht Director and Vice October 19, 1998
Chairman of the Board

/s/ Harry F. Radcliffe
- ---------------------------------
Harry F. Radcliffe Director and Treasurer October 19, 1998

<PAGE>

/s/ Thomas C. Winstel
- ---------------------------------
Thomas C. Winstel Director, Secretary and October 19, 1998
Vice President

/s/ Ira H. Stanley
- ---------------------------------
Ira H. Stanley Vice President -- Finance October 19, 1998
(principal financial and
accounting officer)
</TABLE>

<PAGE>

Exhibit 5.0

Law Offices
Elias, Matz, Tiernan & Herrick L.L.P.
734 15th Street, N.W.
Washington, D.C. 20005
(202) 347-0300

October 19, 1998

Board of Directors
Miami Computer Supply Corporation
4750 Hempstead Station
Dayton, Ohio 45429

Re: Registration Statement on Form S-3

Gentlemen:

At your request, we have examined the Registration Statement on Form S-3
filed by Miami Computer Supply Corporation (the "Company") with the
Securities and Exchange Commission on October 19, 1998 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of up to 3,760,775 shares of your common stock, no par
value (the "Shares"). All of the Shares are issued and outstanding and may be
offered for sale for the benefit of the Selling Stockholders named in the
Registration Statement (the "Selling Stockholders"). We understand that the
Shares are to be sold from time to time on the Nasdaq National Market, or
otherwise, at prevailing prices or as otherwise described in the Registration
Statement. We have also examined the actions taken by the Company in
connection with the issuance of the Shares.

In so acting, we have examined originals or copies, certified or
otherwise identified to our satisfaction, of the Registration Statement and
such corporate records, agreements, documents and other instruments, and such
certificates or comparable documents of public officials and of officers and
representatives of the Company, and have made such inquiries of such officers
and representatives, as we have deemed relevant or necessary as a basis for
the opinions hereinafter set forth.

In such examination, we have assumed without independent verification
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. As to all questions
of fact material to this opinion that have not been independently
established, we have relied upon certificates or comparable documents of
officers of the Company and of public officials. Certain partners of this
firm are

<PAGE>

Miami Computer Supply Corporation
October 19, 1998
Page 2

members of an investment partnership which owns 20.4% of Pittsburgh
Investment Group LLC which owns, as of October 6, 1998, 3.5% of the Company's
issued and outstanding common stock, no par value ("Common Stock"), and
certain members of this firm individually own approximately 247,680 shares of
Common Stock.

Based on the foregoing, and subject to the assumptions set forth herein,
as of the date of this letter, it is our opinion that the Shares are validly
issued, fully paid and non-assessable. This opinion is being provided solely
to the Company and should not be relied upon by any other persons, including
the Selling Stockholders.

We consent to the use of this opinion as an exhibit to the Registration
Statement and further consent to the use of our name under the caption "Legal
Matters" in the Prospectus included therein, and any amendments thereto.

Very truly yours,

ELIAS, MATZ, TIERNAN & HERRICK L.L.P.

By: /s/ Jeffrey A. Koeppel
---------------------------------
Jeffrey A. Koeppel, a Partner

<PAGE>
Exhibit 23.2

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated February 23, 1998 appearing on page 19 of Miami Computer Supply
Corporation's Annual Report on Form 10-K for the year ended December 31,
1997. We also consent to the incorporation by reference constituting part of
this Registration Statement on Form S-3 of our reports dated November 4,
1997, November 14, 1997 and August 28, 1998 appearing in Forms 8-K of Miami
Computer Supply Corporation dated January 15, 1998, January 30, 1998 and
September 23, 1998, respectively. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP
Cincinnati, Ohio
October 16, 1998

<PAGE>

Exhibit 23.3

CONSENT OF INDEPENDENT ACCOUNTANTS

We hereby consent to the incorporation by reference in the Prospectus
constituting part of this Registration Statement on Form S-3 of our report
dated March 20, 1997 appearing in the Form 8-K of Miami Computer Supply
Corporation dated September 23, 1998. We also consent to the reference to us
under the heading "Experts" in such Prospectus.

/s/ Frasier, Dean & Howard

Frasier, Dean & Howard
Nashville, Tennessee
October 16, 1998