<PAGE>
As filed with the Securities and Exchange Commission on November 3, 1999
Registration No. 333-
- -------------------------------------------------------------------------------
- -------------------------------------------------------------------------------
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
SPECIAL 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 5,000,000 shares $22.125(1) $110,625,000(1) $30,754
Common Stock, no par value per share 483,767 shares $22.125(1) 10,703,344 2,976
--------- ----------- ------
Total 5,483,767 shares $121,328,344 $33,730
========= =========== ======
- ------------------------------------------------------------------------------------------------------------------------
- ------------------------------------------------------------------------------------------------------------------------
</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 28, 1999, as
reported on the Nasdaq National Market.
----------------------------------
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.
==================================
<PAGE>
EXPLANATORY NOTE:
This registration statement relates (i) to Miami Computer Supply
Corporation's delayed offering of up to 5,000,000 shares of its common stock
for issuance in the acquisition of the stock or assets of other companies and
(ii) to the continuous offering of 483,767 shares of Miami Computer Supply
Corporation's common stock by certain selling stockholders. Because of the
foregoing, the following alternate pages (which have been so marked) have
been set forth herein and relate only to the offering by the selling
stockholders: the prospectus cover and pages 2, 3, 4, 13 and 14 of the
prospectus. Also, additional pages 15-18 have been prepared for the selling
stockholder offering (and have been so marked). When the prospectus contained
in this registration statement is used by the selling stockholders to sell
their stock registered hereby, the alternate pages will replace the page
identified at the top of each alternate page and additional pages 15-18 will
be inserted.
<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 November 3, 1999
PROSPECTUS
MIAMI COMPUTER SUPPLY CORPORATION
5,000,000 SHARES OF COMMON STOCK
------------------------
We are offering up to 5,000,000 shares of our common stock from time to
time. The common stock will be offered in connection with future acquisitions of
the stock or assets of other companies. Our potential acquisition targets will
be computer and office automation supply and audio-visual presentation products
companies.
The price of the common stock offered will be determined by direct
negotiations with the owners or controlling persons of the acquisition targets,
but will be reasonably related to market prices.
No underwriting discounts or commissions will be paid, although
finder's fees may be paid from time to time with respect to specific
acquisitions. Any person receiving such fees may be deemed to be an underwriter
within the meaning of the Securities Act of 1933.
The common stock currently trades on the Nasdaq National Market under
the symbol "MCSC." As of October 26, 1999, we had 11,707,692 shares of common
stock issued and outstanding. On October 28, 1999, the last reported closing
sale price of the common stock on the Nasdaq National Market was $21.750 per
share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.
------------------------
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 ________ __, 1999
<PAGE>
ALTERNATE COVER FOR SELLING STOCKHOLDER PROSPECTUS
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 November 3, 1999
PROSPECTUS
MIAMI COMPUTER SUPPLY CORPORATION
483,767 SHARES OF COMMON STOCK
------------------------
The selling stockholders identified in this prospectus are offering up
to 483,767 shares of our common stock from time to time. 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 at prices then
prevailing, at 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. Information regarding the pricing and terms of any sales is located
under the heading "Plan of Distribution." We will pay certain expenses of this
offering which are estimated to be approximately $113,230.
The common stock currently trades on the Nasdaq National Market under
the symbol "MCSC." As of October 26, 1999, we had 11,707,692 shares of common
stock issued and outstanding. On October 28, 1999, the last reported closing
sale price of the common stock on the Nasdaq National Market was $21.750 per
share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.
------------------------
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 _______ __, 1999
<PAGE>
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
About This Prospectus........................................................2
Prospectus Summary...........................................................3
Risk Factors.................................................................5
Use of Proceeds.............................................................13
Plan of Distribution........................................................14
Legal Matters...............................................................14
Experts.....................................................................14
Where You Can Find More Information.........................................15
</TABLE>
ABOUT THIS PROSPECTUS
This prospectus is part of a registration statement that we filed with
the Securities and Exchange Commission (SEC) utilizing a "shelf" registration
process. Under this shelf process, we may offer, from time to time, shares of
common stock covered by this prospectus in one or more offerings. Any common
stock offered and issued under this prospectus will be done so as full or
partial consideration for future acquisitions. 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."
------------------------
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.
------------------------
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.
2
<PAGE>
ALTERNATE PAGE 2 FOR SELLING STOCKHOLDER PROSPECTUS
TABLE OF CONTENTS
<TABLE>
<CAPTION>
Page
<S> <C>
About This Prospectus.......................................................2
Prospectus Summary..........................................................3
Risk Factors................................................................5
Use of Proceeds............................................................13
Selling Stockholders.......................................................14
Plan of Distribution.......................................................15
Legal Matters..............................................................16
Experts....................................................................17
Where You Can Find More Information........................................17
</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."
------------------------
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.
------------------------
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.
2
<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.
THE COMPANY
We are a leading distributor of computer and office automation supplies
and accessories, audio-visual presentation products and video conferencing
equipment throughout the United States and in certain foreign countries. We
distribute over 1,800 core products to approximately 50,000 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
In November, 1999, we registered 483,767 shares of common stock for
resale by certain of our stockholders. We issued the 483,767 shares in
connection with our acquisition of Dreher Business Products Corporation.
3
<PAGE>
ALTERNATE PAGE 3 FOR SELLING STOCKHOLDER PROSPECTUS
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
We are a leading distributor of computer and office automation supplies
and accessories, audio-visual presentation products and video conferencing
equipment throughout the United States and in certain foreign countries. We
distribute over 1,800 core products to approximately 50,000 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
In November, 1999, we registered 5,000,000 shares of common stock for
issuance from time to time as full or partial consideration for future
acquisitions of the stock or assets of other companies.
3
<PAGE>
THE OFFERING
<TABLE>
<S> <C>
Common stock offered ......................... 5,000,000 shares
Common stock to be outstanding after the
Offering(1)................................... 16,707,692 shares
Use of Proceeds............................... The shares of common stock
offered by this prospectus may
be issued from time to time as
full or partial consideration
for future acquisitions by us.
In such transactions, the
consideration or proceeds we
receive will be the stock or
assets of the businesses we
acquire.
Nasdaq National Market symbol................. MCSC
</TABLE>
- ------------------
(1) Based on 11,707,692 shares of common stock outstanding as of
October 26, 1999. Excludes 1,275,000 shares of common stock reserved for future
issuance under our stock option plans.
4
<PAGE>
ALTERNATE PAGE 4 FOR SELLING STOCKHOLDER PROSPECTUS
THE OFFERING
<TABLE>
<S> <C>
Common Stock offered by Selling Stockholders (1) ....... 483,767 shares
Common Stock offered by us.............................. 0 shares
Common Stock to be outstanding after the Offering(2).... 11,707,692 shares
Use of Proceeds......................................... The shares of common stock are offered by
the selling stockholders for their own
benefit. We will not receive any proceeds
from the offering.
Nasdaq National Market symbol........................... MCSC
</TABLE>
- -----------------
(1) We issued these shares to the selling stockholders in connection
with our acquisition of Dreher Business Products Corporation. These shares are
being registered pursuant to registration rights granted in connection with the
acquisition.
(2) Based on 11,707,692 shares of common stock outstanding as of
October 26, 1999. Excludes 1,275,000 shares of common stock reserved for future
issuance under our stock option plans.
4
<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.
SOME STATEMENTS IN THIS PROSPECTUS CONSTITUTE FORWARD-LOOKING
STATEMENTS. FORWARD- LOOKING STATEMENTS INVOLVE KNOWN AND UNKNOWN RISKS,
UNCERTAINTIES AND OTHER FACTORS WHICH MAY CAUSE OUR ACTUAL RESULTS, PERFORMANCE
OR ACHIEVEMENTS OR INDUSTRY RESULTS TO BE MATERIALLY DIFFERENT FROM ANY FUTURE
RESULTS, PERFORMANCE OR ACHIEVEMENTS EXPRESSED OR IMPLIED BY THESE
FORWARD-LOOKING STATEMENTS. SUCH STATEMENTS INCLUDE THOSE DESCRIBED IN "RISK
FACTORS." 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. THE FORWARD-LOOKING STATEMENTS INCLUDED IN THIS PROSPECTUS MAY PROVE
TO BE INACCURATE. IN LIGHT OF THE SIGNIFICANT UNCERTAINTIES INHERENT IN THESE
FORWARD-LOOKING STATEMENTS, YOU SHOULD NOT CONSIDER THIS INFORMATION TO BE A
GUARANTEE BY US OR ANY OTHER PERSON THAT OUR OBJECTIVES AND PLANS WILL BE
ACHIEVED.
WE MAY ISSUE ADDITIONAL COMMON STOCK WITHOUT STOCKHOLDER APPROVAL TO FINANCE
ACQUISITIONS, WHICH WOULD DILUTE CURRENT STOCKHOLDERS AND COULD DEPRESS OUR
STOCK PRICE.
We intend to pursue aggressively the acquisition of computer and office
automation supply and audio-visual presentation 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.
OUR NEED FOR ADDITIONAL FINANCING TO IMPLEMENT OUR ACQUISITION STRATEGY MAY
RESTRICT OUR BUSINESS AND MAKE US HIGHLY LEVERAGED.
We will require additional funds to implement our acquisition
strategy. Borrowings under our $150.0 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, 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
5
<PAGE>
financing other than in accordance with the Credit Facility is limited by
covenants in the Credit Facility. 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.
Further, we may become highly leveraged as a result of borrowing funds
to finance acquisitions. 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.
OUR CREDIT FACILITY CONTAINS RESTRICTIONS ON OUR BUSINESS ACTIVITIES WHICH COULD
ADVERSELY AFFECT OUR FUTURE RESULTS.
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:
- change the nature of our business;
- acquire the property or assets of any person, other than
permitted acquisitions that comply with the financial
covenants of the Credit Facility;
- incur other indebtedness, except for certain capital leases up
to $10 million, certain guarantees and certain existing
indebtedness;
- pay cash dividends; or
- violate certain financial covenants.
IF WE ARE UNABLE TO SUCCESSFULLY IMPLEMENT OUR ACQUISITION STRATEGY, OUR FUTURE
GROWTH AND THE MARKET PRICE FOR OUR STOCK MAY BE ADVERSELY AFFECTED.
We expect competition for acquisitions in major metropolitan markets to
increase. No assurance can be given that we will be able to 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.
OUR FUTURE RESULTS MAY SUFFER IF WE ARE UNABLE TO SUCCESSFULLY INTEGRATE OUR
ACQUISITIONS.
Between April 30, 1997 and November 1, 1999, we acquired ten computer
and office automation supply companies and eight audio-visual presentation
products businesses. We intend to continue to actively pursue additional
acquisitions. No assurance can be given that we will be
6
<PAGE>
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.
THERE ARE ADDITIONAL RISKS RELATING TO ACQUISITIONS OUTSIDE OF THE UNITED STATES
WHICH COULD DEPRESS OUR FUTURE RESULTS.
We have in the past, and may in the future, seek to acquire the stock
or assets of computer and office automation supply and audio-visual presentation
product companies which are located outside the United States. Expansion into
international markets may involve additional risks relating to things such as:
- currency exchange rates;
- new and different legal and regulatory requirements;
- political and economic risks relating to the stability of
foreign governments and their trading relationship with the
United States;
- difficulties in staffing and managing foreign operations;
- differences in financial reporting;
- differences in the manner in which different cultures do
business;
- operating difficulties; and
- other factors.
Although our operations currently are not subject to material international
risks, other than those described in the following paragraph, we intend to
expand our international operations and, as a result, the above risks may be
present in the future.
We acquired, in December 1998, the computer supplies business of
Axidata Inc. whose business consists primarily of the sale and distribution
of computer supplies and accessories in Canada. As a result, our exposure to
fluctuations in exchange rates will be increased, and no assurance can be
given that our results of operations will not be adversely affected in the
future by such fluctuations. We have, at times, entered into forward foreign
currency exchange contracts in order to hedge our accounts receivable and
accounts payable. In the future, we may, from time to time, consider entering
into other forward foreign currency exchange contracts, although no
7
<PAGE>
assurances can be given that we will do so, or will be able to do so, or that
such arrangements will adequately protect us from fluctuations in foreign
currency exchange rates.
OUR FUTURE RESULTS MAY SUFFER IF WE ARE UNABLE TO EFFECTIVELY MANAGE OUR RAPID
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.
WE ARE DEPENDENT ON CERTAIN KEY SUPPLIERS AND OUR BUSINESS COULD BE HARMED IF WE
LOST A KEY SUPPLIER OR A KEY SUPPLIER IMPOSED LESS FAVORABLE TERMS ON ITS
RELATIONSHIP WITH US.
Although we regularly carry products and accessories manufactured by
approximately 500 original equipment manufacturers, products supplied by our ten
largest suppliers represented 52.4% of our net sales for the year ended December
31, 1998. In addition, products of the following manufacturers accounted for a
significant portion of our total net sales for the year ended December 31, 1998:
Hewlett-Packard Company, 13.0%; Sharp Corporation, 8.0%; and Lexmark
International, Inc., 7.7%.
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, Sharp 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.
IF WE LOSE OUR KEY PERSONNEL, OR FAIL TO ATTRACT AND RETAIN ADDITIONAL
PERSONNEL, THE SUCCESS AND GROWTH OF OUR BUSINESS MAY SUFFER.
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 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.
8
<PAGE>
IF OUR MANAGEMENT INFORMATION SYSTEMS ARE DISRUPTED OR DO NOT WORK AS
ANTICIPATED, OUR FUTURE RESULTS MAY BE ADVERSELY AFFECTED.
Our operations depend, to a large extent, on our management information
systems. Modifications to our computer systems and applications 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 and implementing our internal accounting and inventory
control and distribution software programs. The upgrade and implementation is
expected to cost approximately $7.9 million. The modifications may:
- cause disruptions in our operations;
- delay the schedule for integrating newly acquired companies;
or
- 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:
- back-up power supplies that allow our computer system to
function in the event of a power outage;
- redundant storage of data;
- off-site storage of back-up data;
- physical security systems; and an
- 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 PROBLEMS MAY DISRUPT OUR BUSINESS.
We are aware of the issues associated with the hardware, software and
operating systems in existing computer and telecommunication systems as the next
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
9
<PAGE>
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 recently have
implemented a corporate wide financial and distribution software package from J.
D. Edwards Company, at a cost of approximately $7.9 million, in response to our
expansion and acquisition program. We believe this software package is
already year 2000 compliant. All subsidiaries with known Year 2000 problems
have been converted to the J. D. Edwards Company software package as of the
date hereof.
All other equipment is currently undergoing compliance testing which is
expected to be completed by November 30, 1999. Equipment identified as not year
2000 compliant will be replaced. This equipment includes personal computers,
networking equipment, telecommunication equipment, phone and alarm systems.
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.
We regularly carry products and accessories manufactured by over 500
original equipment manufacturers. Approximately 54.2% of our net sales for
the year ended December 31, 1998 were provided by our top ten suppliers. We
believe that our third party vendors and suppliers are substantially Year
2000 compliant. Should a significant number of our suppliers not be year 2000
compliant, we might not be able to supply our customers with product on a
timely basis. Such a disruption could have a material adverse effect on our
operation and financial performance.
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.
INTENSE AND INCREASING COMPETITION IN OUR INDUSTRY MAY DECREASE OUR GROSS
MARGINS AND HARM OUR BUSINESS.
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
10
<PAGE>
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.
THE MARKET VALUE OF OUR COMMON STOCK MAY FLUCTUATE WIDELY.
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:
- variations in stock market conditions;
- changes in financial estimates by securities analysts or by
our failure to meet estimates;
- variations in quarterly operating results;
- general conditions affecting all participants in the computer
supply industry;
- announcements by us or our competition;
- regulatory developments; and
- economic or other external factors.
WE DO NOT EXPECT TO PAY ANY CASH DIVIDENDS IN THE FORESEEABLE FUTURE.
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.
WE HAVE THE ABILITY TO ISSUE SHARES OF OUR COMMON STOCK AND PREFERRED STOCK
WITHOUT SHAREHOLDER APPROVAL.
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 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 common stock or preferred
11
<PAGE>
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.
OUR EXECUTIVE OFFICERS AND DIRECTORS AND THEIR AFFILIATES OWN A LARGE PERCENTAGE
OF OUR COMMON STOCK AND HAVE THE ABILITY TO MAKE DECISIONS THAT COULD ADVERSELY
AFFECT OUR STOCK PRICE.
Our directors and executive officers and officers of our subsidiaries
currently beneficially own 1,725,593 shares of common stock representing
approximately 14.7% of the outstanding shares of common stock (including vested
stock options and options that vest within 60 days of the date of this
prospectus, 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:
- the election of our board of directors;
- the acquisition or disposition of assets (in the ordinary
course of our business or otherwise);
- future issuances of common stock or other securities; and
- 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 a business combination.
12
<PAGE>
OUR CHARTER AND CODE OF REGULATIONS AS WELL AS OHIO LAW CONTAIN PROVISIONS THAT
COULD DISCOURAGE A TAKEOVER EVEN IF BENEFICIAL TO STOCKHOLDERS.
Our amended and restated articles of incorporation and amended and
restated code of regulations contain certain provisions which, among other
things:
- permit the establishment of a "staggered" board of directors;
- limit the personal liability of and provide indemnification
for our directors;
- require that stockholders comply with certain requirements to
nominate a director or submit a proposal before a meeting of
stockholders;
- limit the ability of stockholders to act by written consent;
and
- 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 that also may be deemed to have antitakeover effects,
including statutes that deal with:
- control share acquisitions;
- control bids; and
- the disgorgement of trading profits.
All of the foregoing provisions could make it more difficult for a third party
to obtain control of Miami Computer Supply Corporation even if doing so would be
beneficial to stockholders.
USE OF PROCEEDS
The shares of common stock offered by this prospectus may be issued
from time to time as full or partial consideration for future acquisitions by
us. In such transactions, the consideration or proceeds we receive will be the
stock or assets of the businesses we acquire.
13
<PAGE>
ALTERNATE PAGE 13 FOR SELLING STOCKHOLDER PROSPECTUS
OUR CHARTER AND CODE OF REGULATIONS AS WELL AS OHIO LAW CONTAIN PROVISIONS THAT
COULD DISCOURAGE A TAKEOVER EVEN IF BENEFICIAL TO STOCKHOLDERS.
Our amended and restated articles of incorporation and amended and
restated code of regulations contain certain provisions which, among other
things:
- permit the establishment of a "staggered" board of directors;
- limit the personal liability of and provide indemnification
for our directors;
- require that stockholders comply with certain requirements to
nominate a director or submit a proposal before a meeting of
stockholders;
- limit the ability of stockholders to act by written consent;
and
- 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 that also may be deemed to have antitakeover effects, including
statutes that deal with:
- control share acquisitions;
- control bids; and
- the disgorgement of trading profits.
USE OF PROCEEDS
We will not receive any proceeds from the sale of common stock under
this prospectus. All proceeds will be received and retained solely by the
selling stockholders.
13
<PAGE>
PLAN OF DISTRIBUTION
We may, where permitted by applicable securities laws, use this
prospectus to issue registered shares to the persons who own or control the
stock or assets of the businesses we acquire. The price of shares of common
stock so issued will be valued at prices reasonably related to market prices
either (i) at a date occurring on or between the time that an acquisition is
agreed upon and/or (ii) at or about the time of delivery of the shares of common
stock. This prospectus covers the issuance of up to 5,000,000 shares of common
stock in connection with such possible transactions.
Shares of common stock issued pursuant to this prospectus will be
freely tradable by the recipients, unless restricted by contractual arrangements
negotiated in connection with the acquisition transaction (which are expected to
include restrictions on resale for approximately twelve months from the date of
issuance) or by Rule 144 or Rule 145 under the Securities Act of 1933. In such
transactions, the consideration or proceeds we receive for the shares offered by
this prospectus would be the stock or assets of the business we acquired.
In connection with offerings and issuances of shares of common stock
pursuant to this prospectus, we do not expect to use any underwriter or
broker-dealer to sell the shares on our behalf. Finder's fees, however, may be
paid from time to time with respect to specific acquisitions. Any person
receiving any such fees may be deemed to be an underwriter within the meaning of
the Securities Act of 1933.
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, certain members of Elias, Matz, Tiernan &
Herrick L.L.P. owned approximately 232,481 shares of common stock.
EXPERTS
The consolidated financial statements of Miami Computer Supply
Corporation as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998, 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, 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 the computer supplies business of
Axidata Inc. as of December 31, 1997 and November 30, 1998 and for the year
ended December 31, 1997 and the eleven months ended November 30, 1998,
incorporated in this prospectus by reference to Miami Computer Supply
Corporation's Form 8-K/A dated February 24, 1999, 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.
14
<PAGE>
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 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 pursuant to this prospectus is completed:
- - Annual report on Form 10-K for the fiscal year ended December 31, 1998;
- - Quarterly reports on Form 10-Q for the quarters ended March 31, 1999
and June 30, 1999;
- - Current reports on Form 8-K filed with the SEC on February 24, 1999 and
January 15, 1999;
- - Proxy statement for our annual meeting of stockholders held on May 25,
1999, filed with the SEC on April 27, 1999; 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 and Chief Financial Officer
Miami Computer Supply Corporation
4750 Hempstead Station Drive
Dayton, Ohio 45429
(937) 291-8282
15
<PAGE>
ALTERNATE PAGE 14 FOR THE SELLING STOCKHOLDER PROSPECTUS
SELLING STOCKHOLDERS
The 483,767 shares of common stock offered by this prospectus
represent shares issued to the selling stockholders by us in connection with
our acquisition of Dreher Business Products Corporation. We are registering
these shares on behalf of the selling stockholders to fulfill "registration
rights" given to them in connection with the acquisition. 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>
Shares Beneficially
Shares Beneficially Owned
Owned Prior to Offering(1) Number of After Offering(1)
------------------------------ Shares ----------------------
Name of Selling Stockholder Number Percent Being Offered Number Percent
- ------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C> <C>
The Vivien A. Dreher Business
Trust(2)......................... 173,780 1.48% 173,780 + +
The James S. Haskell Business
Trust(3)......................... 100,981 * 100,981 + +
The Michael D. Trebilcock
Business Trust (4)............... 69,251 * 69,251 + +
Anna Kay Haskell(3)................ 139,755 1.19 139,755 + +
Total.................. 483,767 4.13% 483,767
</TABLE>
(*) Less than 1% of the 11,707,692 shares of Common Stock issued and
outstanding as of October 26, 1999.
(+) The selling stockholder may sell some, all or none of its 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 our employee
stock option and non-employee director stock option plans, none of
which are beneficially owned by any of the selling stockholders.
(2) Vivien A. Dreher is the trustee and sole beneficiary of The Vivien A.
Dreher Business Trust. Mrs. Dreher is the wife of Neil Dreher, our vice
president of operations.
(3) James S. Haskell is the trustee and sole beneficiary of The James S.
Haskell Business Trust. Mr. Haskell is the executive vice president of
Dreher Business Products Corporation, one of our wholly-owned
subsidiaries. Mr. Haskell is the husband of Anna Kay Haskell.
(4) Michael D. Trebilcock is the trustee and sole beneficiary of The
Michael D. Trebilcock Business Trust. Mr. Trebilcock is the vice
president-advanced technical group of Dreher Business Products
Corporation, one of our wholly-owned subsidiaries.
14
<PAGE>
ALTERNATE PAGE 15 FOR THE SELLING STOCKHOLDER PROSPECTUS
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 stockholders" 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:
- the name of each broker-dealer(s);
- the number of shares involved;
- the price at which the shares were sold;
- the commissions paid or discounts or concessions allowed to
the broker-dealer(s), where applicable;
15
<PAGE>
INSERT ADDITIONAL PAGE 16 FOR SELLING STOCKHOLDER PROSPECTUS
- 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
- other facts material to the transaction.
We have:
- 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;
- furnished the selling stockholders with a copy of this
regulation; and
- informed them of the need for delivery of copies of this
prospectus at or prior to the time 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, certain members of Elias, Matz, Tiernan &
Herrick L.L.P. owned approximately 232,461 shares of common stock.
16
<PAGE>
INSERT ADDITIONAL PAGE 17 FOR SELLING STOCKHOLDER PROSPECTUS
EXPERTS
The consolidated financial statements of Miami Computer Supply
Corporation as of December 31, 1998 and 1997 and for each of the three years in
the period ended December 31, 1998, 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, 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 the computer supplies business of Axidata
Inc. as of December 31, 1997 and November 30, 1998 and for the year ended
December 31, 1997 and the eleven months ended November 30, 1998, incorporated in
this prospectus by reference to Miami Computer Supply Corporation's Form 8-K/A
dated February 24, 1999, 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.
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 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 pursuant to this prospectus is completed:
- Annual report on Form 10-K for the fiscal year ended December
31, 1998;
- Quarterly reports on Form 10-Q for the quarters ended March
31, 1999 and June 30, 1999;
- Current reports on Form 8-K filed with the SEC on February 24,
1999 and January 15, 1999;
17
<PAGE>
INSERT ADDITIONAL PAGE 18 FOR SELLING STOCKHOLDER PROSPECTUS
- Proxy statement for our annual meeting of stockholders held on
May 25, 1999, filed with the SEC on April 27, 1999; 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 and Chief Financial Officer
Miami Computer Supply Corporation
4750 Hempstead Station Drive
Dayton, Ohio 45429
(937) 291-8282
18
<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............................. $ 33,730
Nasdaq fees................................. 17,500
Printing, postage and mailing............... 5,000
Legal fees and expenses..................... 27,000
Blue Sky fees and expenses.................. 5,000
Accounting fees and expenses................ 20,000
Miscellaneous fees and expenses............ 5,000
----------
Total............................. $113,230
=======
</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>
(C) For purposes of division (B) of this section:
(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;
(c) His service in any other position or relationship with the
corporation.
(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;
(2) The economy of the state and nation;
II-2
<PAGE>
(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.
(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
II-3
<PAGE>
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;
(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;
(c) By the shareholders;
(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.
II-4
<PAGE>
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.
(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.
II-5
<PAGE>
(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 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 Miami Computer Supply Corporation'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
II-6
<PAGE>
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.
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
II-7
<PAGE>
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 Miami Computer Supply Corporation'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.
(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-8
<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:
<TABLE>
<CAPTION>
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 PricewaterhouseCoopers LLP.
24.0 Power of Attorney (included in Signature Page of this
Registration Statement).
27.0 Financial Data Schedule.(3)
</TABLE>
- -----------------
(1) Incorporated by reference from Miami Computer Supply Corporation'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 Miami Computer Supply Corporation's
Quarterly Report on Form 10-Q for the six months ended June 30, 1999,
filed with the Commission on August 16, 1999.
All financial statement schedules have been omitted as not
applicable or not required under the rules of Regulation S-X.
II-9
<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;
(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
II-10
<PAGE>
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-11
<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 November 3, 1999.
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 November 3, 1999
/s/ Michael E. Peppel
- ---------------------------------------------
Michael E. Peppel Director, President and November 3, 1999
Chief Executive Officer
(principal executive officer)
/s/ Robert G. Hecht
- ---------------------------------------------
Robert G. Hecht Director and Vice November 3, 1999
Chairman of the Board
/s/ Harry F. Radcliffe
- ---------------------------------------------
Harry F. Radcliffe Director and Treasurer November 3, 1999
</TABLE>
<PAGE>
<TABLE>
<S> <C> <C>
/s/ Thomas C. Winstel
- ---------------------------------------------
Thomas C. Winstel Director, Secretary and November 3, 1999
Vice President
/s/ Ira H. Stanley
- ---------------------------------------------
Ira H. Stanley Vice President and Chief November 3, 1999
Financial Officer (principal
financial and accounting
officer)
</TABLE>
<PAGE>
Exhibit 5.0
[LETTERHEAD OF ELIAS, MATZ, TIERNAN & HERRICK L.L.P.]
November 3, 1999
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 November 2, 1999 (the "Registration
Statement"), in connection with the registration under the Securities Act of
1933, as amended, of up to 5,483,767 shares of your common stock, no par
value (the "Shares"). As of the effective date of the Registration
Statement, 483,767 of such Shares (the "Selling Stockholder 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"), and up to 5,000,000 of such Shares (the "Acquisition Shares")
may be issued and outstanding upon their issuance by the Company in
connection with the Company's acquisition, from time to time, of the stock or
assets of other companies. We understand that the Selling Stockholder 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 further understand that the Acquisition Shares may be issued from time to
time to owners of the stock or assets of companies that the Company may
acquire, at prices reasonably related to market prices either (i) at a date
occurring on or between the time that an acquisition is agreed upon and/or
(ii) at or about the time of delivery of any such Acquisition Shares. We
also have examined the actions taken by the Company in connection with the
issuance of the Selling Stockholder 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
<PAGE>
Miami Computer Supply Corporation
November 3, 1999
Page 2
representatives of the Company, 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 solely upon certificates or comparable documents
of officers of the Company and of public officials. Certain partners of this
firm individually own approximately 232,461 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 Selling Stockholder
Shares are validly issued, fully paid and non-assessable, and that the
Acquisition Shares, when issued and sold as described in the Registration
Statement, will be validly issued, fully paid and non-assessable.
We assume no obligation to advise you of any changes in the foregoing
subsequent to the delivery of this opinion. This opinion has been prepared
solely for the use of the Company in connection with the filing of the
Registration Statement on the date of this opinion and should not be quoted
in whole or in part or otherwise referred to, nor filed with or furnished to
any governmental agency or other person or entity, without the prior written
consent of this firm.
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 20, 1999 appearing on page 20 of Miami Computer Supply
Corporation's Annual Report on Form 10-K for the year ended December 31,
1998. We also consent to the reference to us under the heading "Experts" in
such Prospectus.
PricewaterhouseCoopers LLP
Cincinnati, Ohio
November 2, 1999
<PAGE>
Exhibit 23.3
CONSENT OF CHARTERED ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 of our report dated January 29, 1999 related to the
financial statements of The Computer Supplies Business of Axidata Inc. as at
November 30, 1998 and December 31, 1997 and for the eleven months ended
November 30, 1998 and the year ended December 31, 1997 which appear in the
Form 8-K/A of Miami Computer Supply Corporation dated February 24, 1999. We
also consent to the reference to us under the heading "Experts" in such
Registration Statement.
PricewaterhouseCoopers LLP
Chartered Accountants
Toronto, Canada
November 2, 1999
