SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 29, 1997
WESTERN MICRO TECHNOLOGY, INC.
------------------------------------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-11560 94-2414428
- ---------------------------- ------------ ----------------------
(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
254 East Hacienda Avenue, Campbell, CA 95008
---------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
(408) 379-0177
-------------------------------
(Registrant's telephone number,
including area code)
<PAGE>
Item 5. OTHER EVENTS.
On August 29, 1997, Western Micro Technology, Inc. (the "Registrant")
issued the press release attached hereto as Exhibit 99.1 and incorporated by
reference. The press release related to the Company's announcement that it had
signed an amendment, attached hereto as Exhibit 2.1 and incorporated by
reference (the "Amendment"), with the stockholders of Star Management Services,
Inc. ("Star") to extend the closing date of the proposed acquisition by the
Registrant of the outstanding capital stock of Star (the "Acquisition") as set
forth in the Stock Purchase Agreement dated as of June 4, 1997 (filed as Exhibit
2.1 to Amendment No. 2 of the Registrant's Current Report on Form 8-K filed on
July 16, 1997) as amended by the letter agreement dated July 22, 1997 (together
the "Amended Purchase Agreement") from August 31, 1997 to September 5, 1997.
On September 5, 1997, the Company signed a second amendment, attached
hereto as Exhibit 2.2 and incorporated by reference (the "Second Amendment")
with the stockholders of Star to extend the closing date of the Acquisition from
September 5, 1997 to September 30, 1997.
The following table sets forth selected unaudited pro forma combined
financial information of the Company and Star at the dates and for the fiscal
year ended December 31, 1996 and six-month period ended June 30, 1997. The pro
forma information contained herein supersedes in their entirety the pro forma
information contained in Amendment No. 1 and Amendment No. 2 to the Registrant's
Current Report on Form 8-K dated June 18, 1997 and July 16, 1997, respectively
and in the Registrant's Current Report on Form 8-K dated July 23, 1997. The pro
forma information is presented for informational purposes only, and is not
necessarily indicative of the operating results or financial position that would
have occurred if the Star Acquisition had been consummated at the beginning of
the periods presented, nor is it necessarily indicative of the future operating
results or financial position. The parties intend that the Star Acquisition will
be accounted for as a purchase in accordance with Accounting Principles Board
Opinion Number 16. For pro forma purposes, the Star financial data covers the
approximate comparable financial reporting periods used by the Company (see
footnote 1 below).
-2-
<PAGE>
<TABLE>
UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
- ------------------------------------------------
<CAPTION>
Year Ended December 31, 1996 (1) Six Months Ended June 30, 1997 (1)
------------------------------------------- -------------------------------------------
Western Pro Forma Pro Forma Western Pro Forma Pro Forma
Micro Star Adjustments Combined Micro Star Adjustments Combined
------- ------ ----------- --------- ------- ------ ----------- ---------
(in thousands, except per share data)
<S> <C> <C> <C> <C> <C> <C> <C> <C>
Net sales(A)................ $131,697 $76,495 $ -- $208,192 $ 75,836 $42,398 $ -- $118,234
Cost of goods sold.......... 114,389 66,383 -- 180,772 63,274 36,982 -- 100,256
-------- ------- -------- -------- ------- ------- -------- --------
Gross profit................ 17,308 10,112 -- 27,420 12,562 5,416 -- 17,979
Selling, general and
administrative expenses,
including amortization.. 14,123 7,217 2,617 (2) 20,645 10,603 3,772 1,309 (2) 14,606
(2,312)(3) (578)(3)
(1,000)(4) (500)(4)
--------- ------- -------- --------- ------- -------- -------- --------
Operating income............ 3,185 2,895 695 6,775 1,959 1,644 (231) 3,372
--------- ------- -------- --------- ------- -------- -------- --------
Interest expense............ 978 81 4,071 (5) 5,130 928 -- 2,036 (5) 2,964
Other expense (income)...... (407) -- -- (407) (231) -- -- (231)
Income tax expense.......... 276 963 (418)(6) 821 312 -- (56)(6) 256
--------- -------- -------- --------- -------- ------- -------- --------
Net income(B)............... $ 2,338 $ 1,851 $ (2,958) $ 1,231 $ 950 $ 1,644 $ (2,210) $ 384
========= ======= ========= ========= ======== ======= ======== ========
Net income per share:(C)
-- Primary............... $ 0.51 $ -- $ -- $ 0.25 $ 0.19 $ -- $ -- $ 0.07
-- Fully diluted......... 0.50 -- -- 0.24 0.19 -- -- 0.07
Number of shares used in per share calculations:
-- Primary............... 4,510 -- 460 (7) 4,970 5,080 -- 460 (7) 5,540
-- Fully diluted......... 4,663 -- 460 5,123 5,106 -- 460 5,566
</TABLE>
- ----------
(1) For purposes of the pro forma combined data, Star's financial data for its
fiscal year ended October 31, 1996 and its fiscal six months ended April 30,
1997 have been combined with the Company's financial data for the fiscal
year ended December 31, 1996 and the six months ended June 30, 1997,
respectively.
(2) Increase in amortization of goodwill and other intangibles associated with
the Star Acquisition.
(3) Reduction in Star's executive compensation to reflect Star Acquisition.
(4) Cost reductions as a result of consolidation of certain facilities and
elimination of duplicate back-office functions.
(5) Increase in interest expense associated in connection with the placement of
$15,7000,000 of subordinated debt and a $10,000,000 sneior secured note to
be incurred to finance the Star Acquisition, and $6,500,000 original
principal amount of notes proposed to be issued to the selling stockholders
in the Star Acquisition ("Seller Notes").
(6) Tax adjustment to reflect 40% overall tax rate applicable to pro forma
results.
(7) Issuance of restricted Common Stock as consideration in proposed Star
Acquisition.
(A) If the IRA Agreement had been entered into as of the beginning of the
periods indicated, the Company believes that the pro forma combined net
sales of the Company for the year ended December 31, 1996 and the six months
ended June 30, 1997 would have been approximately $246,914,000 and
$139,138,000, respectively.
(B) If the IRA Agreement had been entered into as of the beginning of the
periods indicated, the Company believes that the pro forma combined net
income of the Company for the year ended December 31, 1996 and the six
months ended June 30, 1997 would have been approximately $3,264,000 and
$1,769,000, respectively.
(C) If the IRA Agreement had been entered into as of the beginning of the
periods indicated, the Company believes that the pro forma combined net
income per share of the Company would have been, for the year ended December
31, 1996, approximately $.47 (Primary) and $.46 (Fully Diluted) and, for the
six months ended June 30, 1997, approximately $.24 (Primary) and $.24 (Fully
Diluted).
-3-
<PAGE>
<TABLE>
UNAUDITED PRO FORMA BALANCE SHEET DATA AT JUNE 30, 1997(1)
- ----------------------------------------------------------
<CAPTION>
Western Pro Forma Pro Forma
Micro Star Adjustments Combined
------- ------ ----------- ---------
(in thousands)
<S> <C> <C> <C> <C>
Working capital..................... 7,997 4,390 (25,607)(2) (13,220)
Net trade accounts receivable....... 36,869 8,297 (1,000)(3) 44,166
Inventories......................... 19,542 5,597 (500)(4) 24,639
Total assets........................ 69,407 20,673 50,385 (5) 140,465
Long-term debt...................... 662 -- 23,453 (6) 24,115
Stockholders' equity................ 19,051 5,079 2,825 (7) 26,955
</TABLE>
- ----------
(1) For purposes of the pro forma combined data, Star's financial data at April
30, 1997 have been combined with the Company's financial data at June 30,
1997.
(2) Increase in accounts receivable and inventory reserves estimated at
$1,500,000, required increase in short-term borrowings under new Revolver of
$13,543,000, increase in current portion of long-term debt of $4,649,000 to
reflect amortization of overadvance facility and $3,377,000 to reflect
discounted current portion of Seller Notes and an increase in accrued
expenses of $2,538,000 to reflect Star acquisition costs.
(3) Estimated increase in accounts receivable reserves.
(4) Estimated increase in inventory reserves.
(5) Increase in goodwill and other intangibles net of $1,500,000 increase in
specific balance sheet reserves.
(6) Increase in overadvance of $5,351,000, in Seller Notes of $3,102,000, and
in subordinated debt of $15,000,000.
(7) Issuance of $4,169,900 in restricted Common Stock to Seller at closing and
increase of $1,875,000 attributable to warrants which the Company believes
it will be required to issue in connection with the placement of the
subordinated debt to be incurred to finance the Star Acquisition, net of a
$3,219,000 reduction to reflect a transfer of $2,500,000 net assets at
closing.
Item 7. Financial Statements and Exhibits.
---------------------------------
(a) Exhibits.
2.1 Amendment to Stock Purchase Agreement by and among Harvey
E. Najim, Carlton Joseph Mertens II and Western Micro
Technology, Inc. dated August 29, 1997.
2.2 Second Amendment to Stock Purchase Agreement by and among
Harvey E. Najim, Carlton Joseph Mertens II and Western
Micro Technology, Inc. dated September 5, 1997. Schedules
to this Agreement omitted from this report will be
furnished to the Securities and Exchange Commission upon
request.
99.1 Press Release dated August 29, 1997.
-4-
<PAGE>
SIGNATURE
---------
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September __, 1997
WESTERN MICRO TECHNOLOGY, INC.
By /s/ James W. Dorst
----------------------------------------
James W. Dorst
Chief Financial Officer
-5-
<PAGE>
EXHIBIT INDEX
-------------
Exhibit No. Description
----------- -----------
2.1 Amendment to Stock Purchase Agreeement by
and among Harvey Najim, Carlton Joseph
Mertens II and Western Micro Technology,
Inc. dated August 29, 1997.
2.2 Second Amendment to Stock Purchase
Agreement by and among Harvey Najim,
Carlton Joseph Mertens II and Western Micro
Technology, Inc. dated September 5, 1997.
Schedules to this Agreement omitted from this
report will be furnished to the Securities and
Exchange Commission upon request.
99.1 Press Release dated August 29, 1997.
-6-
EXHIBIT 2.1
xxx
AMENDMENT TO
STOCK PURCHASE AGREEMENT
THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Agreement") is made
and entered into as of the 29th day of August, 1997 by and among Western Micro
Technology, a Delaware corporation and successor in interest to Western Micro
Technology, Inc., a California corporation ("WMT"), Star Management Services,
Inc., a Delaware corporation (the "Company"), Harvey E. Najim ("Stockholder 1")
and Carlton Joseph Mertens II ("Stockholder 2") (Stockholder 1 and Stockholder 2
being hereinafter together referred to as the "Stockholders").
W I T N E S S E T H :
WHEREAS, WMT, the Company and the Stockholders have heretofore entered
into that certain Stock Purchase Agreement dated as of June 4, 1997 (the
"Purchase Agreement");
WHEREAS, the Stockholders and WMT have heretofore executed that certain
letter agreement dated July 22, 1997 (the "Extension Letter") extending the term
of the Purchase Agreement and amending the Purchase Agreement with respect to
certain other matters as set forth therein (the Purchase Agreement as amended by
the Extension Letter is hereinafter referred to as the "Amended Purchase
Agreement");
WHEREAS, WMT, the Company and the Stockholders desire to further amend
the Purchase Agreement in certain respects; and
WHEREAS, unless otherwise defined herein, terms defined the Purchase
Agreement are used herein as defined therein;
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein contained, the parties hereto agree as follows:
1. WMT, the Company and the Stockholders hereby acknowledge and agree
that WMT is unable to fulfill its obligations to consummate the transactions
contemplated by the Purchase Agreement by August 31, 1997 as contemplated by the
Amended purchase Agreement. As a result, (i) the Stockholders are entitled to
terminate the purchase Agreement at any time after August 31, 1997 pursuant to
Section 11.1 of the Purchase Agreement and pursuant to the Extension Letter and
(ii) WMT is obligated to pay the Company a termination fee of $1,000,000, of
which $500,000 has already been paid to the Company as set forth in the
Extension Letter. WMT hereby agrees to pay to the Company the remaining $500,000
of the termination fee on or before Thursday, September 4, 1997.
2. The parties acknowledge and agree that the Amended Purchase
Agreement has not been terminated as of the date hereof and shall remain in
effect, as amended herein, until
-1-
<PAGE>
September 5, 1997 at which time it will automatically terminate unless the
Stockholders, in their sole discretion, agree to extend the term of the Amended
Purchase Agreement. Further, the parties agree that (i) the Stockholders and the
Company shall have no obligation to consummate the transactions contemplated by
the Amended Purchase Agreement unless all of the their conditions to Closing set
forth in the Purchase Agreement (including without limitation, the condition
with respect to acceptable financing set forth in Section 8.2(h) of the Purchase
Agreement) and the Extension Letter are fulfilled and (ii) and the Stockholders
shall not have any liabilities or obligations to WMT with respect to any fees or
expenses that may be incurred hereinafter by WMT in connection with WMT
obtaining the financing necessary to consummate the transactions. In no event
shall the Stockholders be deemed to have waived any rights to object to or find
unsatisfactory, or to have otherwise consented to or agreed to the acceptability
of, any of the proposed financing transactions under consideration by WMT. In
the event that WMT fails to pay the termination fee as described in Section 1
above, the Company and the Stockholders shall be entitled to pursue all remedies
to which they are entitled under this Amendment or the Amended Purchase
Agreement.
3. Notwithstanding any provision in this Amendment, or the Amended
Purchase Agreement to the contrary, WMT hereby waives any rights it may have to
the termination fee and in no event shall the Stockholders or the Company be
required to return any portion of the $1,000,000 termination fee; provided,
however, if the transactions contemplated in the Purchase Agreement are
consummated, $500,000 of the termination fee shall be credited toward the
payment of the Purchase Price. If the transactions contemplated in the Amended
Purchase Agreement are not consummated, for any reason, WMT shall have no rights
with respect to any of the termination fee or any other claim or remedy against
the Stockholders or the Company.
4. The "no-solicitation" provisions set forth in Section 6.2(e) of the
Purchase Agreement and the Mutual Nondisclosure and Non-Solicitation Agreement,
dated April 22, 1997, shall have no force or effect with respect to negotiations
with Arrow Electronics, Inc. Notwithstanding any provision in the Amended
Purchase Agreement or the Mutual Nondisclosure and Non-Solicitation Agreement,
or any other agreement or understanding between the parties, whether verbal or
written, the parties expressly agree that during the term of the Amended
Purchase Agreement and thereafter, the Stockholders and the Company shall be
entitled to negotiate with Arrow Electronics, Inc. or any affiliate or
subsidiary thereof ("Gates Arrow"). None of the Stockholders, the Company or
Gates Arrow shall have any liability or obligation to WMT arising therefrom.
5. WMT agrees that (i) Section 2.2(a)(B) of the Purchase Agreement
shall be, and is hereby, amended to provide that the number of shares of WMT
Common to be issued to Stockholder 2 pursuant thereto shall be 480,000 shares,
and (ii) in addition to the other cash payments to be made to the Stockholders
pursuant to the Amended Purchase Agreement, WMT shall pay to Stockholder 2 at
the Closing an amount equal to $5,000,000 minus (A) 460,000 multiplied by (B)
the Share Price (as hereinafter defined). The "Share Price" shall be equal to
the lesser of (i) the average closing bid price of WMT Common for the 5
-2-
<PAGE>
trading days ending August 29, 1997 and (ii) the average closing bid price of
WMT Common for the 5 trading days ending on the day immediately preceding the
day of Closing.
6. WMT agrees to, and does hereby, transfer to the Company all rights
to the name "Business Partner Solutions" and waives any rights it may have to
such name. WMT acknowledges that the Company may commence the use of the name
"Business Partner Solutions, Inc." prior the Closing and consents thereto. WMT
will take such further actions as reasonably necessary to transfer the rights to
such name and enable the Company to use such name in its operations.
7. The Amended Purchase Agreement shall remain in full force and effect
without change, except to the extent amended or modified hereby.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date and year first above written.
WESTERN MICRO TECHNOLOGY, INC.
By /s/ P. Scott Munro
----------------------------------------
Title President & CEO
-------------------------------------
STAR MANAGEMENT SERVICES, INC.
By /s/ Harvey E. Najim
----------------------------------------
Title President & CEO
-------------------------------------
/s/ Harvey E. Najim
-------------------------------------------
Harvey E. Najim
/s/ Carlton Joseph Mertens
-------------------------------------------
Carlton Joseph Mertens II
-3-
<PAGE>
NOTE: Subject to confirming with Harvey Najim and Joe Mertens that "WMT" has no
obligation to consumate the transaction contemplated by the Amended Purchase
Agreement unless all of its conditions to closing set forth in the Purchase
Agreement and Extension Letter are fulfilled.
/s/ P. Scott Munro
-4-
Exhibit 2.2
SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT
THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this
"Second Amendment"), made and entered into as of the 5th day of September, 1997
by and among WESTERN MICRO TECHNOLOGY, a Delaware corporation and successor in
interest to Western Micro Technology, Inc., a California corporation ("WMT"),
STAR MANAGEMENT SERVICES, INC., a Delaware corporation (the "Company"), HARVEY
E. NAJIM ("Stockholder 1") and CARLTON JOSEPH MERTENS II ("Stockholder 2")
(Stockholder 1 and Stockholder 2 being hereinafter together referred to as the
"Stockholders"),
W I T N E S S E T H:
WHEREAS, WMT, the Company and the Stockholders have heretofore entered
into that certain Stock Purchase Agreement dated as of June 4, 1997 (the
"Purchase Agreement"); and
WHEREAS, the Stockholders and WMT have heretofore executed that certain
letter agreement dated July 22, 1997 (the "Extension Letter") extending the term
of the Purchase Agreement and amending the Purchase Agreement with respect to
certain other matters as set forth therein; and
WHEREAS, WMT, the Company and the Stockholders have heretofore executed
that certain Amendment to Stock Purchase Agreement dated August 29, 1997 (the
"First Amendment," and the Purchase Agreement as amended by the Extension Letter
and the First Amendment is hereinafter referred to as the "Amended Purchase
Agreement"); and
WHEREAS, WMT, the Company and the Stockholders desire to further amend
the Purchase Agreement in certain respects; and
WHEREAS, unless otherwise defined herein, terms defined in the Purchase
Agreement are used herein as defined therein:
NOW, THEREFORE, in consideration of the premises and of the covenants
and agreements herein contained, the parties hereto agree as follows:
8. The parties agree that the Amended Purchase Agreement, as amended
hereby, would automatically terminate as of the date hereof, unless the
Stockholders agree to extend such Agreement. Each of the parties hereto hereby
agrees to extend the term of the Agreement until September 30, 1997, subject to
earlier termination if WMT fails to fulfill its obligations hereunder or under
the Amended Purchase Agreement. WMT agrees to have all of the funds necessary to
consummate the contemplated transactions held in escrow, and ready for payment
to the Stockholders, on or before September 23, 1997.
-1-
<PAGE>
9. The parties had agreed in the Extension Letter that Stockholder 1
would receive his total payments due under Sections 2.2(a)(C) and (D) of the
Purchase Agreement at the time of Closing. Notwithstanding the foregoing, the
parties hereby agree that (a) Section 2.2(a)(C) of the Purchase Agreement is
hereby amended to provide that with respect to the $7,500,000 aggregate amount
which was to be paid to the Stockholders on the first anniversary of the
Closing, Stockholder 1 and Stockholder 2 shall be paid $2,595,575 and $918,788,
respectively, at the closing (such amounts reflect a discount at a rate of
8.5%), and $1,000,000 and $2,675,000, respectively, on the first anniversary of
the Closing and (b) Section 2.2(a)(D) of the Purchase Agreement is hereby
amended to provide that of the $7,500,000 aggregate amount which was to be paid
to the Stockholders on the first anniversary of the Closing, Stockholder 1 and
Stockholder 2 shall be paid $2,384,782 and $844,170, respectively, at the
Closing (such amounts reflect a discount at a rate of 8.5%) and $1,000,000 and
$2,675,000, respectively, on the second anniversary of the Closing. In the event
that WMT is unable to pay the entire amount due to the Stockholders on the first
anniversary of the Closing pursuant to Section 2.2(a)(C) of the Purchase
Agreement or the second anniversary of the Closing pursuant to Section 2.2(a)(D)
of the Purchase Agreement, any amounts paid by WMT to Stockholders shall be paid
in equal amounts to each of the Stockholders (up to the total amount due to such
Stockholder).
10. In the event that WMT fails to timely pay on the applicable Due
Date the entire amount due to Stockholder 1 on the first anniversary of the
Closing pursuant to Section 2.2(a)(C) of the Purchase Agreement or the second
anniversary of the Closing pursuant to Section 2.2(a)(D) of the Purchase
Agreement or any Earn-out Payment due under Section 2.6 of the Purchase
Agreement, Stockholder 1 shall be entitled to cause the IRA to terminate the IRA
Agreement with thirty (30) days prior written notice, such right to be in
addition to any other rights, payments or remedies to which Stockholder 1 may be
entitled. The form of IRA Agreement attached as Exhibit F to the Purchase
Agreement shall be amended to reflect such termination right. The parties
further agree that Exhibit B to the IRA Agreement shall be amended to reflect
the discount schedule attached hereto as Exhibit A.
11. WMT further agrees any WMT Shares issued to Stockholder 2 pursuant
to Section 2.2(a)(ii) of the Purchase Agreement or issued or issuable upon the
exercise of any warrant or warrants granted in connection with securing the
financing to consummate the acquisition of the Company or any other shares
otherwise issued by WMT shall not be included for purposes of calculating the
twenty percent (20%) limitation threshold set forth in Section 2.9 of the Stock
Purchase Agreement, as such threshold relates to the WMT Shares issuable upon
the exercise of any warrant or warrants granted pursuant to Section 2.7(a)(ii)
of the Purchase Agreement. WMT shall provide written assurances from NASDAQ,
reasonably satisfactory to the Stockholders, to such effect.
-2-
<PAGE>
12. The Amended Purchase Agreement shall remain in full force and
effect without change, except to the extent amended or modified hereby.
IN WITNESS WHEREOF, the undersigned have duly executed this Amendment
as of the date and year first above written.
WESTERN MICRO TECHNOLOGY, INC.
By /s/ P. Scott Munro
----------------------------------------
Title President & CEO
-------------------------------------
STAR MANAGEMENT SERVICES, INC.
By /s/ Harvey E. Najim
----------------------------------------
Title President & CEO
-------------------------------------
/s/ Harvey E. Najim
-------------------------------------------
Harvey E. Najim
/s/ Carlton Joseph Mertens
-------------------------------------------
Carlton Joseph Mertens II
-3-
PRESS RELEASE
WESTERN MICRO-------------------------------------------------------------------
FOR MORE INFORMATION CONTACT:
- ----------------------------
P. Scott Munro Sandra M. Salah
President and CEO Vice President, Corporate Relations
Western Micro Technology, Inc. Western Micro Technology, Inc.
408-341-4767 408-341-4712
[email protected] [email protected]
WESTERN MICRO TECHNOLOGY ANNOUNCES EXTENSION
OF AGREEMENT TO ACQUIRE
STAR MANAGEMENT SERVICES DISTRIBUTION BUSINESS
Campbell, California, August 29, 1997 -- Western Micro Technology, Inc. (Nasdaq
National Market -- WSTM), a leading midrange systems distributor, announced
today that it has agreed with the shareholders of Star Management Services, Inc.
to extend the terms of the stock purchase agreement one additional week.
"We are working on three components to secure the best possible financing
arrangements to complete this acquisition," said Scott Munro, President and CEO
of Western Micro. "We're close to completing the financing necessary to effect
the acquisition, but will require additional time to finalize documents. We are
looking forward to the completion of this transaction and the opportunities that
lie ahead."
Western Micro distributes a full line of IBM products, including the IBM
RS/6000(TM) and IBM RS/6000 SP(TM), IBM AS/400(R) Advanced Series, PC's and
ThinkPads(TM), Software (Lotus(R), Tivoli(R), ADSM, DB2, Internet), Storage,
Networking and Printers. Star Companies will add a number of leading hardware
and software solutions to Western Micro's offerings. These include Motorola and
Telxon networking and wireless products, as well as Internet solutions for the
IBM AS/400.
Western Micro Technology is an innovative, value-added distributor providing
solutions, sales and services to VARs, System Integrators and OEMs. Western
Micro excels as the distributor of choice of the sophisticated, high-level
resellers who insist on working with the best products supported by top-notch
technical and marketing professionals. Leading manufacturers such as IBM, NCR,
Data General, Unisys and SCO have established strong business relationships with
Western Micro. In turn, Western Micro provides its customers with the dedicated
sales, marketing, financial and technical capabilities necessary to support
these world class product lines. For further information, visit our web site at
www.westernmicro.com.
Star Management Services is the holding company for Sirius Computer Solutions,
Star Data Systems, and I-Net Systems. This family of companies acts as a
value-added distributor for high technology midrange solutions in the IBM AS/400
and RS/6000 systems market. By
-more-
focusing on midrange servers, wireless technology, networking, data
communications, and Internet products, Star provides its Solution Providers with
the products and technologies they need to be successful. Star supports its
Solution Providers with technical configuration assistance, financing,
marketing, and Internet support. For further information, visit the Star web
site at www.sirius-mir.com.
When used in this disclosure, the words "estimate", "project", "intend",
"expect" and similar expressions are used to identify forward-looking
statements. Such statements are subject to risks and uncertainties that could
cause actual results to differ materially. For a discussion of certain of such
risks, see "Factors Affecting Future Results" contained within the Company's
documents filed quarterly with the Securities and Exchange Commission. Readers
are cautioned not to place undue reliance on these forward looking statements,
which speak only as of the date hereof. There can be no assurances that the
transaction described above will be completed since it is subject to a number of
contingencies. The Company undertakes no obligation to publicly release updates
or revisions to these statements.
###
Western Micro Technology, Western Micro, and the Western Micro logo are
registered trademarks of Western Micro Technology, Inc. IBM AS/400, RS/6000,
RS/6000 Scaleable POWERparallel, and ThinkPads are trademarks or registered
trademarks of International Business Machine Corporation. All other company
and/or product names are respective property of their prospective holders and
should be treated as such.
