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PROSPECTUS
Rule 424(b)(3)
MIAMI COMPUTER SUPPLY CORPORATION
483,767 SHARES OF COMMON STOCK
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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 November 22, 1999, we had 11,764,332 shares of common
stock issued and outstanding. On December 4, 1999, the last reported closing
sale price of the common stock on the Nasdaq National Market was $37.625 per
share.
INVESTING IN THE COMMON STOCK INVOLVES RISK. SEE "RISK FACTORS" BEGINNING ON
PAGE 5.
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NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR PASSED UPON THE
ADEQUACY OR ACCURACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS A
CRIMINAL OFFENSE.
------------------------
THE DATE OF THIS PROSPECTUS IS DECEMBER 14, 1999
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TABLE OF CONTENTS
<TABLE>
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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."
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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.
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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 December, 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.
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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).... 11,764,332 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 11,764,332 shares of common stock outstanding as of
November 22, 1999. Excludes 1,275,000 shares of common stock reserved for future
issuance under our stock option plans.
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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
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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
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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
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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.
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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
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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
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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
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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.
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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.
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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 4.11% 483,767
</TABLE>
(*) Less than 1% of the 11,764,332 shares of Common Stock issued and
outstanding as of November 22, 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
chief operating officer.
(3) James S. Haskell is the trustee and sole beneficiary of The James S.
Haskell Business Trust. Mr. Haskell is our vice president - national
accounts. 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 our vice
president - chief development officer.
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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;
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- 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.
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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, June 30, 1999 and September 30, 1999, as amended;
- Current reports on Form 8-K filed with the SEC on February 24,
1999 and January 15, 1999;
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- 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
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