AMERIQUEST TECHNOLOGIES INC, S-8, 1995-08-22

AMERIQUEST TECHNOLOGIES INC
S-8, 1995-08-22
COMPUTER STORAGE DEVICES

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Registration No. 33-________
As filed with the Securities and Exchange Commission on August 22, 1995

SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM S-8
Registration Statement Under the Securities Act of 1933

AMERIQUEST TECHNOLOGIES, INC.
-----------------------------
(Exact name of registrant as specified in its charter)

Delaware 33-0244136
- ------------------------ ---------------------------------------
(State of Incorporation) (I.R.S. Employer Identification No.)

3 Imperial Promenade, Ste. 300, Santa Ana, California 92707, (714) 445-5000
---------------------------------------------------------------------------
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)

Advisor Compensation Plan
-------------------------
(Full title of the plan)

Stephen G. Holmes, Secretary, AmeriQuest Technologies, Inc.
3 Imperial Promenade, Ste. 300, Santa Ana California 92707, (714) 445-5000
--------------------------------------------------------------------------
(Name, address, including zip code, and telephone number, including area code,
of agent for service of process)

CALCULATION OF REGISTRATION FEE
========================================================================================
Title of Each Class Proposed Proposed Maximum Amount of
of Securities Amount to be Offering Price Aggregate Registration
to be Registered Registered Per Unit Offering Price Fee
<S> <C> <C> <C> <C>
- ----------------------------------------------------------------------------------------
Common Stock, $0.01
par value 625,000 $1.875/(1)/ $1,171,875.00 $404.09/(1)/
========================================================================================
</TABLE>
(1) Estimated solely for the purpose of calculating the registration fee in
accordance with Rule 457(c) and based upon the average of the high and low
price of the Registrant's Common Stock as reported by the New York Stock
Exchange on August 16, 1995.

Exhibit Index is on page 24. Page 1 of 30 pages.
<PAGE>

PROSPECTUS

AMERIQUEST TECHNOLOGIES, INC.
625,000 Shares of Common Stock

The 625,000 shares of Common Stock, $.01 par value per share (the "Common
Stock"), of AmeriQuest Technologies, Inc., a Delaware corporation (the
"Company"), offered hereby will be sold by shareholders of the Company (the
"Selling Shareholders").

All of such shares have been issued to, and will be sold by, the Selling
Shareholders identified herein under "Selling Shareholders." The Company will
not receive any part of the proceeds from the sale of any of these shares.

On August 16, 1995, the closing price of the Company's Common Stock, as
reported on the New York Stock Exchange, was $1.875.

FOR A DISCUSSION OF CERTAIN FACTORS TO CONSIDER BEFORE PURCHASING ANY OF THE
SECURITIES OFFERED HEREBY, SEE "RISK FACTORS".

THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE SECURITIES AND
EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION NOR HAS THE SECURITIES
AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSION PASSED UPON THE
ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.

The Selling Shareholders acquired the shares offered hereby in private
transactions not registered under the Securities Act. Consequently, in
connection with this offering, the Selling Shareholders may be deemed to be
"underwriters" of the Company's Common Stock offered hereby, as that term is
defined under the Securities Act. The Selling Shareholders intend to sell the
shares offered hereby from time-to-time for their own respective accounts in the
open market at the prices prevailing therein or in individually negotiated
transactions at such prices as may be agreed upon. Although there are no
current arrangements therefore, commissions equal to or in excess of normal
brokerage commissions may be paid to brokerage firms in connection with such
sales. The Selling Shareholders will bear all expenses with respect to the
offering of shares, except for the costs associated with registering shares
under the Securities Act and preparing this Prospectus, which costs will be
borne by the Company.

The date of this Prospectus is August 22, 1995.

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AVAILABLE INFORMATION

The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and in accordance
therewith files reports, proxy statements and other information with the
Securities and Exchange Commission (the "SEC"). Reports, proxy statements and
other information filed by the Company can be inspected and copied at the public
reference facilities maintained by the SEC at 450 Fifth Street N.W., Washington,
D.C. 20549, and at the following Regional Offices of the SEC: New York Regional
Office, 7 World Trade Center, New York, New York 10048 and Chicago Regional
Office, 500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies
of such material can also be obtained from the Public Reference Section of the
SEC, 450 Fifth Street N.W., Washington, D.C. 20549, at the SEC's prescribed
rates. Such material can also be inspected and copied at the offices of the
New York Stock Exchange, on which the Company's Common Stock is listed.

The Company has filed with the SEC a registration statement on Form S-8 (the
"Registration Statement") under the Securities Act, with respect to the shares
of Company Common Stock to be sold pursuant to this Prospectus. This
Prospectus does not contain all the information set forth in the Registration
Statement, certain portions of which have been omitted pursuant to the rules and
regulations of the SEC. A copy of the Registration Statement may be inspected
without charge at the principal offices of the SEC in Washington D.C.

NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED IN THIS PROSPECTUS IN CONNECTION WITH THE OFFERING
MADE HEREBY, AND IF GIVEN OR MADE, SUCH INFORMATION OR REPRESENTATION MUST NOT
BE RELIED UPON AS HAVING BEEN AUTHORIZED BY THE COMPANY. THIS PROSPECTUS DOES
NOT CONSTITUTE AN OFFER OF ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES
TO WHICH IT RELATES, OR AN OFFER TO ANY PERSON IN ANY JURISDICTION WHERE SUCH
OFFER WOULD BE UNLAWFUL. THE DELIVERY OF THIS PROSPECTUS AT ANY TIME DOES NOT
IMPLY THAT THE INFORMATION HEREIN IS CORRECT AS OF ANY TIME SUBSEQUENT TO ITS
DATE.

INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference:

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(9) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment No. 1) for
the nine months ended March 31, 1995, the most recent of which was filed
May 26, 1995;
(10) AmeriQuest's Current Report on Form 8-K dated June 26, 1995 and filed July
3, 1995;
(11) AmeriQuest's Current Report on Form 8-K dated August 7, 1995 filed August
16, 1995;
(12) AmeriQuest's Current Report on Form 8-K dated August 9, 1995, filed August
16, 1995;
(13) AmeriQuest's Schedule 14F filed August 14, 1995;
(14) Robec's Annual Report on Form 10-K (including Amendment No. 1) for the
fiscal year ended December 31, 1994, the most recent of which was filed May
10, 1995;
(15) Robec's Quarterly Report on Form 10-Q for the quarter and three months
ended March 31, 1995, which was filed on May 15, 1995;
(16) Robec's Quarterly Report on Form 10-Q for the quarter and six months ended
June 30, 1995, which was filed on August 11, 1995;
(17) Kenfil Inc.'s Annual Report on Form 10-K for the fiscal year ended June 30,
1993, SEC File No. 0-19905;
(18) Kenfil Inc.'s Quarterly Report on Form 10-Q for the quarter and three
months ended September 30, 1993;
(19) Kenfil Inc.'s Quarterly Report on Form 10-Q for the quarter and six months
ended December 31, 1993;
(20) Kenfil Inc.'s Quarterly Report on Form 10-Q (including Amendment No. 1) for
the quarter and nine months ended March 31, 1994, the most recent of which
was filed May 9, 1995.

In addition, all reports and other documents subsequently filed by the
Company pursuant to Sections 13(a), 13(c), 14, and 15(d) of the Exchange Act
after the date of this Prospectus and prior to the termination of this offering,
shall be deemed to be incorporated by reference herein and shall be deemed to be
a part hereof from the date of the filing of each such report or document.

Any statement incorporated herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or is
deemed to be incorporated by reference herein modifies or supersedes such
statement. Any statement so modified or superseded shall not be deemed, except
as so modified or superseded, to constitute a part of this Prospectus. Subject
to the foregoing, all information appearing in this Prospectus is qualified in
its entirely by the information appearing in the documents incorporated herein
by reference.

The Company will furnish without charge to each person to whom his
Prospectus is delivered, upon written or oral request, a copy of any or all of
the documents referred to above which have been or may be incorporated herein.
Requests should be addressed to: Corporate Secretary, AmeriQuest Technologies,
Inc., 3 Imperial Promenade, Suite 300, Santa Ana, California 92707; telephone
(714) 445-5004.

RISK FACTORS

The following are certain risk factors to be considered by prospective
purchasers of the Common Stock offered hereby.

RECENT DEVELOPMENTS/COMPUTER 2000 PURCHASE AGREEMENT. On November 14, 1994,
AmeriQuest entered into an Investment Agreement and a Loan Agreement with
Computer 2000 AG ("Computer 2000") which contemplated that Computer 2000 would
invest approximately $50 million in AmeriQuest (the "Investment") in exchange
for a 51% ownership interest in AmeriQuest, including shares already owned by
Computer 2000, and assuming consummation of a merger to effect the acquisition
of Robec, Inc. (the "Merger"). The investment as originally contemplated by
Computer 2000 was tiered. The first tier included an $18 million advance from
Computer 2000, exchangeable for shares of AmeriQuest Common Stock, and the
second tier of $32 million was contingent upon the monthly and cumulative
performance of AmeriQuest in the first half of calendar 1995, approval by
AmeriQuest stockholders and certain

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regulatory approvals. AmeriQuest failed to achieve the performance goals,
therefore AmeriQuest had no right to compel Computer 2000 to make such
investment and was required to renegotiate the arrangement with Computer 2000.
On August 7, 1995, AmeriQuest executed a Purchase Agreement with Computer 2000
(the "Purchase Agreement"), which provides that Computer 2000 will complete its
$50 million investment in August, 1995 by converting the $18 million advance
into AmeriQuest Common Stock and completing the additional $31.25 million equity
investment, on terms substantially different from those earlier negotiated.
Computer 2000 will beneficially own approximately 62% of AmeriQuest's stock and
have voting and managerial control of AmeriQuest upon closing. Although the sale
of the shares to Computer 2000 will be at a price below the quoted market price
on August 7, 1995, the Board of Directors of AmeriQuest concluded that it had
few alternatives given the financial distress of AmeriQuest. AmeriQuest also
received a fairness opinion from L.H. Friend, Weinress, Frankson & Presson, Inc.

RECENT DEVELOPMENTS/DEFAULT ON LOAN WITH PRIMARY LENDER. AmeriQuest is
currently in default under the terms of the agreement with its primary lender by
reason of its borrowings exceeding its collateral base. However, the primary
lender has continued to provide financing under the working capital line of
credit. AmeriQuest management expects to reduce its borrowings under this line
with a portion of the proceeds from the Computer 2000 investment to a level
where the loan is fully collateralized; however, no assurance can be given that
AmeriQuest's future working capital needs will not exceed its available
borrowings under its credit agreements.

TERMINATION OF ENTERTAINMENT SOFTWARE BUSINESS AND SIGNIFICANT FOURTH
QUARTER FISCAL 1995 OPERATING LOSS. AmeriQuest has made the decision to
terminate its entertainment software business (which involves sales primarily to
retailers) and to focus its management efforts and capital in the higher-margin
value-added products, applications software and computer hardware distribution
businesses. In addition, AmeriQuest is in the process of further focusing its
product line offerings by eliminating certain lower margin products and vendors
within its computer hardware distribution business. The Company will record a
charge in the fourth quarter of Fiscal 1995 estimated to be between $25 million
to $30 million associated with the write-off of the intangible assets related to
the entertainment software business, the write-down of related inventory to
liquidation value and the reserve of customer and vendor receivables to their
recoverable value.

In addition to the fourth quarter fiscal 1995 loss related to the
termination of the entertainment software business, the Company expects to
record a further substantial fourth quarter operating losses due to the
continued sales volume reductions experienced by the Company and expects
substantial inventory realization reserves associated with the elimination of
certain lower margin products and vendors within the Company's computer hardware
distribution business.

RECENT DEVELOPMENTS/ACQUISITIONS. AmeriQuest has a policy of growth, both
internal and by acquisition. On June 6, 1994, AmeriQuest acquired 51.9% of
Kenfil Inc., a distributor of entertainment and other computer software
products, and on September 12, 1994 acquired the balance of the outstanding
shares of Kenfil Inc. in a merger between AmeriQuest's wholly-owned subsidiary,
AmeriQuest/Kenfil Inc. and Kenfil Inc. AmeriQuest now owns 100% of the resultant
company, AmeriQuest/Kenfil Inc. ("Kenfil"). (See "Termination of
Entertainment Software Business and Significant Fourth Quarter Fiscal 1995
Operating Loss" above for a discussion of the discontinuance of the
entertainment software business.) On September 22, 1994, AmeriQuest acquired
50.1% of Robec from the Principal Shareholders, and it is contemplated that
AmeriQuest will secure ownership of 100% of Robec upon consummation of the
Merger. On November 14, 1994, AmeriQuest acquired Ross White Enterprises, Inc.,
a Florida corporation d/b/a "National Computer Distributors" ("NCD"). Both
Robec and NCD are distributors of computer hardware. The combination of
AmeriQuest (including Kenfil and NCD) and Robec after consummation of the Merger
is referred to in this Prospectus as the "Combined Company."

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<PAGE>

RECENT LOSSES; POSSIBLE NEED FOR ADDITIONAL CAPITAL. AmeriQuest experienced
significant net losses for fiscal years 1991 and 1992. Although AmeriQuest had
net earnings of $236,000 for the year ended June 30, 1993, it had a loss of
$7,971,000 for the year ended June 30, 1994, including a write-off of $5.7
million with respect to restructuring and the disposition of assets related to
hardware operations. For the nine months ended March 31, 1995, AmeriQuest
experienced a loss of approximately $9,443,000 compared with a net loss of
approximately $4,889,000 for the same period a year earlier, and anticipates a
significant operating loss for the fourth fiscal quarter ended June 30, 1995.
NCD had a net income for the fiscal year ended March 31, 1994 of $630,115 on
revenues of $196,512,724 compared with a net loss of $2,460,624 the year earlier
on revenues of $113,306,494. For the six months ended September 30, 1994, NCD
had a net income of $994,000 on sales of $117,696,000. Robec experienced a net
loss of $6,172,000 and $4,239,000 for the year ended December 31, 1994 and the
six months ended June 30, 1995, respectively. The Combined Company is continuing
to incur losses as it attempts to restructure its operations, and there can be
no assurance that the Combined Company will be able to achieve profitability in
subsequent periods even though it is cutting costs significantly in an attempt
to achieve a profitable level of operations as soon as possible. (See
"Termination of Entertainment Software Business and Significant Fourth Quarter
Fiscal 1995 Operating Loss.") In fiscal 1994, AmeriQuest raised approximately
$5,600,000 from the sale of 3,400,000 shares of AmeriQuest Common Stock, which
shares have been registered for resale on a Registration Statement on Form S-3.
On June 30, 1994, it raised another $2,000,000 in a sale of its securities to
foreign investors. On October 17, 1994, AmeriQuest raised approximately
$3,432,000 upon the placement of unsecured, convertible promissory notes which
were automatically converted to shares of AmeriQuest Common Stock and warrants
to purchase AmeriQuest Common Stock at $2.40 per unit upon the acquisition of
NCD. On June 30, 1995 AmeriQuest raised approximately $4,500,000 upon the
issuance of AmeriQuest Common Stock and warrants at $1.75 per unit, with each
unit comprised of one share of AmeriQuest Common Stock and two three-year
warrants exercisable at $1.05 per share. In August 1995, AmeriQuest entered into
a Purchase Agreement with Computer 2000 which among other things calls for the
issuance of approximately 8.1 million shares of AmeriQuest Common Stock in
satisfaction of the $18 million Computer 2000 advance and the issuance of
approximately 17.9 million shares of AmeriQuest Common Stock for approximately
$31.3 million. The Purchase Agreement also calls for the issuance of warrants to
purchase approximately 14 million shares of AmeriQuest Common Stock at $0.05 per
share and certain anti-dilution warrants related to additional shares issuable
in the Robec Merger and various other outstanding warrant and option agreements.
In the event that the Combined Company does not achieve profitability over the
next year, AmeriQuest may be required to seek additional financing, but the
Investment Agreement with Computer 2000 prohibits the issuance of additional
shares of AmeriQuest Common Stock without its consent. There can be no assurance
that any such financing will be available to AmeriQuest if and when required, or
on terms acceptable to AmeriQuest, or that such additional financing, if
available, would not result in substantial dilution of the equity interests of
existing stockholders.

STOCK REPURCHASE AGREEMENT. AmeriQuest is party to a Stock Repurchase
Agreement dated November 14, 1994 pursuant to which certain former shareholders
of NCD have the right at any time and from time-to-time after February 13, 1995
to require AmeriQuest to repurchase up to 661,486 shares of AmeriQuest Common
Stock at $3.50 per share for a total potential obligation of $2,315,201. Suit
was filed by the former shareholders of NCD on June 5, 1995 seeking payment by
AmeriQuest. To the extent such persons sell their shares pursuant to an
effective Registration Statement (which was declared effective on July 12,
1995), AmeriQuest will be relieved of that obligation; however to the extent the
proceeds from such resale are insufficient to realize the full $2,315,201
claimed, AmeriQuest may have to pay the difference in cash (approximately $1
million at current quoted market prices) or additional shares of AmeriQuest
Common Stock. The action is styled Lee Capital Holdings et. al. vs. AmeriQuest
-------------------------------------------
Technologies, Inc. et. al., Superior Court of the State of California, County of
- --------------------------
Orange, Case No. 748039. Unless such shares are sold, the satisfaction of the
amounts claimed from the assets of AmeriQuest could have a material adverse
effect on the Company.

INTEGRATION OF COMPANIES. In determining the terms of the proposed Merger,
the management of Robec and AmeriQuest evaluated the companies' respective
businesses based in part on expectations concerning the future operations of the
Combined Company. The evaluations reflected to a material extent the expectation
that there would be an increase in the sales of each company's products, as well
as the expectation that the combination of the

5
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companies would produce other beneficial effects. There can be no assurance that
these expectations will be fulfilled. AmeriQuest and Robec believe that a key
benefit to be realized from the Merger will be the integration of their
strategies and product lines. Certain of the anticipated benefits of the Merger
may not be achieved unless the respective operations of each company are
successfully integrated in a timely manner. The difficulties of such integration
may initially be increased by the necessity of maintaining multiple accounting
systems and integrating personnel with disparate business backgrounds and
corporate cultures. Such problems could be further exacerbated in combining
Robec's and NCD's operations with those of AmeriQuest because of the
geographical diversity of the companies. There can be no assurance that the
Combined Company will be able to integrate effectively the products and services
of Robec with the products and services of AmeriQuest and/or NCD. Nor can there
be any assurance that, even if integrated, the Combined Company's product and
service offerings will be successful. If the Combined Company is not successful
in integrating its product strategies and services or if its integrated products
and services fail to achieve market acceptance, the business of the Combined
Company could be adversely affected.

NEED FOR PRODUCT DEVELOPMENT; MANUFACTURING. AmeriQuest (including NCD) and
Robec compete in an industry which is affected by technological change. The
inability of the Combined Company to develop or obtain new products which
respond to industry demands could adversely affect its operational and financial
performance. AmeriQuest depends on original equipment manufacturers ("OEMs")
to manufacture various portions of its products, but has no contractual
commitments from its suppliers where no single supplier provides the entirety of
any product needs. Although AmeriQuest performs quality control checks on these
components, there can be no assurance that component defects will not occur in
the future. AmeriQuest has in the past experienced component reliability
problems with respect to new components. AmeriQuest believes that this problem
is typical in the industry and it performs product quality inspection and final
testing to prevent, detect and remedy such problems. There can be no assurance
that component reliability problems will not have a material adverse effect on
the business of the Combined Company. Robec and AmeriQuest also purchase
components, subassemblies and fabricated parts from independent suppliers. Robec
and AmeriQuest attempt to maintain adequate inventories of parts to cover their
respective short-term requirements and have never experienced difficulties in
obtaining inventories of parts to cover their respective short-term requirements
for components. However, Robec and AmeriQuest do purchase several key components
from a limited number of sources. There can be no assurance that, with respect
to such components, the loss of key sources would not have a material adverse
effect on business of the Combined Company.

COMPETITION; DOMINANCE OF INDUSTRY LEADERS. Most of the Combined Company's
competitors have financial, marketing or management resources substantially
greater than those of the Combined Company. The personal computer industry is
dominated by companies with annual revenues that exceed a billion dollars. The
Combined Company's principal markets are comprised predominantly of personal
computer resellers with a moderate volume of sales. Robec and AmeriQuest are
facing increasing competition from many competitors. AmeriQuest and Robec
believe that the market will be increasingly dominated by the industry leaders.
There can be no assurance that the Combined Company will develop into one of the
industry leaders.

COMPETITION; PRODUCTS AND GROSS MARGIN. Robec and AmeriQuest compete in an
industry characterized by intense competition. Because the products
traditionally resold by distributors such as Robec and AmeriQuest have shorter
and shorter product life cycles and are offered by many resellers, the gross
margins which can be earned from the sale of such products reduce quickly over
short periods of time. In addition, the products are subject to loss in value
due to technological obsolescence. Accordingly, the Combined Company's primary
marketing strategy will be to sell products with increasing data storage
capacities. There can be no assurance that the Combined Company will be able to
develop or obtain such higher capacity products or maintain adequate gross
margins on the sales of such products.

DEPENDENCE UPON KEY PERSONNEL. The Combined Company will be dependent upon
the marketing and management expertise of certain key personnel. While other
qualified persons may be found to assume the responsibilities of these key
personnel if they were to leave the Combined Company, the search for successors
could

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take a substantial amount of time, and the disruption to the Combined Company's
operations could have a material adverse effect on its business; and AmeriQuest
does not maintain key-man insurance policies.

POSSIBLE SALES BY SHAREHOLDERS. AmeriQuest has earlier registered
12,767,364 outstanding shares (52.6%) of AmeriQuest Common Stock on Form S-3 for
resale by certain selling shareholders, including the principal shareholders.
AmeriQuest has also agreed to register the 2,574,287 shares (10.6%) issued on
June 30, 1995 and the shares to be issued to Computer 2000 upon consummation of
the transactions contemplated by the Purchase Agreement with Computer 2000. The
sale of such shares, or the perception that such shares may be sold, may have
the effect of substantially depressing the market price of AmeriQuest's Common
Stock and causing substantial fluctuations in the price of AmeriQuest Common
Stock.

VOLATILITY OF STOCK PRICE; TRADING VOLUME. The price of AmeriQuest's Common
Stock has been subject to significant price fluctuations. There can be no
assurance that the price of the AmeriQuest's Common Stock will stabilize at any
time or at a price equal to or above the price of such shares at the time of the
Merger. Until recently, the trading volume for AmeriQuest's Common Stock has
generally been low. A large increase in share trading volume in a short period
of time could cause a significant reduction in share trading prices.

THE COMPANY

AmeriQuest Technologies, Inc. (the "Company") markets and sells, as a
distributor, products for the personal computer market, and is a supplier of
hard disk drive subsystems for IBM compatible and other leading personal and
business computers, including Apple, Compaq and others. Hard disk drives allow
personal computers, which otherwise often lack sufficient data storage capacity
to perform many widely used, sophisticated business applications. The Company
also offers disk array, magneto optical, CDROM, floppy disk drives and magnetic
tape back-up subsystems having a variety of data storage capacities as well as
personal computers, networking, graphics, communications and connectivity and
accessory products. AmeriQuest currently markets more than 2,000 products to
original equipment manufacturers, value added resellers and dealers throughout
the United States and in many foreign countries, including national and regional
distributors and large reseller computer chains such as ComputerLand,
Intelligent Electronics and InaCom.

The Company's principal executive offices are currently located at 3
Imperial Promenade, Suite 300, Santa Ana, California, and its telephone number
is (714) 445-5000.

SHARES COVERED

The shares covered by this Prospectus have been so included pursuant to
contractual registration rights by the holders of such shares.

The Company has no specific information concerning whether or when any
offers or sales of shares covered by this Prospectus will be made, or if made,
on what the price, terms or conditions of any such offers or sales will be made.
Based on information available to the Company, it is the Company's understanding
that the Selling Shareholders propose to offer and sell the shares covered
hereby in one or more transactions either (i) by one or more broker-dealers (the
"Brokers") as agents for the Selling Shareholders at a price or prices related
to the then current market price of the Company's Common Stock, with such
commissions to be paid by the respective Selling Shareholders to the Brokers as
shall be agreed upon by them, or (ii) by the respective Selling Shareholders to
the Brokers (for resale by the Brokers as principals) at a price or prices
related to the then current market price of the Company's Common Stock, less
such discount, if any, as shall be agreed upon by the respective Selling
Shareholders and Brokers, or (iii) by a combination of the methods described
above. The Company has agreed to indemnify the

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Selling Shareholders against certain liabilities, including liabilities under
the Securities Act, and will bear the expense of preparation and filing of the
Registration Statement (of which this Prospectus is a part) and certain other
expense.

The Selling Shareholders may be considered "underwriters" within the
meaning of the Securities Act. See "Selling Shareholders" for information
concerning the beneficial ownership of Company securities by such holders.

USE OF PROCEEDS

All of the securities covered by this Prospectus are being offered by the
Selling Shareholders. As a consequence, the Company will not receive any of
the proceeds of sales of such securities.

SELLING SHAREHOLDERS

An aggregate of 625,000 shares of the Company's Common Stock is being
offered pursuant to this Prospectus by the persons whose names appear below (the
"Selling Shareholders"). The following table sets forth the name of the
Selling Shareholders, the nature of any material relationship between the
Selling Shareholders and the Company, the number of shares of Common Stock
beneficially owned by him prior to the offering to be made by this Prospectus,
the maximum number of shares to be offered hereby for the account of the Selling
Shareholders, and the number and percentage of the outstanding shares of Common
Stock to be beneficially owned by the Selling Shareholders after completion of
this offering, assuming all shares offered hereby are in fact sold.
<TABLE>
<CAPTION>
Shares Shares % of Shares % of Shares
Owned Before Offered by Owned Owned
Name Offering Prospectus Before Offering After Offering/(1)/
- ---- ------------ ----------- ---------------- --------------------
<S> <C> <C> <C> <C>

Charles S. Arnold/(2)(4)/ 275,000 275,000 1.13% 0%
Baraban Securities 300,000 300,000 1.23% 0%
Incorporated/(2)(4)/
William T. Walker, Jr./(3)(4)/ 35,000 35,000 * 0%
William N. Silvis/(3)(4)/ 15,000 15,000 * 0%

</TABLE>
___________________________________
* Denotes less than 1%
(1) The percentage is based upon 24,308,724 shares of Common Stock issued and
outstanding on August 7, 1995.
(2) Charles S. Arnold and Baraban Securities Incorporated received their
respective shares for investment consulting services rendered to the
Company. The services rendered were not in connection with the offer or
sale of securities in a capital raising transaction.
(3) Messrs. William T. Walker, Jr. and William N. Silvis received their shares
for services rendered as directors of the Company, upon the surrender of
options for a like number of shares.
(4) These persons acquired these shares pursuant to individualized "employee
benefit plans" within the meaning of Rule 405 under the Securities Act of
1933, as amended.

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<PAGE>

PLAN OF DISTRIBUTION

The Selling Shareholders may sell the shares offered hereby pursuant to
trades effectuated through the New York Stock Exchange or pursuant to
individually negotiated sales and underwriting agreements. Brokerage commissions
equal to or in excess of normal commissions may be paid by the Selling
Shareholders, although the Company is not aware of any such arrangements that
have been entered into at this time. The Selling Shareholders will be selling
the shares offered hereby for his own account; the Company will not receive any
proceeds thereof. The Company and the Selling Shareholders have agreed to
indemnify each other for certain Securities Act liabilities.

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<PAGE>

PART II

INFORMATION NOT REQUIRED IN PROSPECTUS

ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE

The following documents are incorporated herein by reference:

(1) AmeriQuest's Registration Statement on Form S-4, SEC File No. 33-57611,
declared effective August 16, 1995, relating to the acquistion of the
minority interests in Robec, Inc.
(2) AmeriQuest's Current Report on Form 8-K (including Amendment Nos. 1 thru
3) dated June 14, 1994, the most recent of which was filed May 26, 1995;
(3) AmeriQuest's Annual Report on Form 10-K (including Amendment Nos. 1 thru
9) for the fiscal year ended June 30, 1994, the most recent of which was
filed August 16, 1995;
(4) AmeriQuest's Current Report on Form 8-K (including Amendment No. 1) dated
July 18, 1994, the most recent of which was filed April 6, 1995;
(5) AmeriQuest's Current Report on Form 8-K (including Amendment Nos. 1 thru
4) dated September 12, 1994, the most recent of which was filed May 9,
1995;
(6) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment Nos. 1
thru 4) for the three months ended September 30, 1994, the most recent of
which was filed May 9, 1995 (and erroneously labeled as "Amendment No.
3");
(7) AmeriQuest's Current Report on Form 8-K (including Amendment Nos. 1 thru
6) dated as of November 14, 1994, the most recent of which was filed May
26, 1995;
(8) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment Nos. 1
thru 4) for the six months ended December 30, 1994, the most recent of
which was filed May 26, 1995;
(9) AmeriQuest's Quarterly Report on Form 10-Q (including Amendment No. 1)
for the nine months ended March 31, 1995, the most recent of which was
filed May 26, 1995;
(10) AmeriQuest's Current Report on Form 8-K dated June 26, 1995 and filed
July 3, 1995;
(11) AmeriQuest's Current Report on Form 8-K dated August 7, 1995 filed August
16, 1995;
(12) AmeriQuest's Current Report on Form 8-K dated August 9, 1995, filed
August 16, 1995;
(13) AmeriQuest's Schedule 14F filed August 14, 1995;
(14) Robec's Annual Report on Form 10-K (including Amendment No. 1) for the
fiscal year ended December 31, 1994, the most recent of which was filed
May 10, 1995;
(15) Robec's Quarterly Report on Form 10-Q for the quarter and three months
ended March 31, 1995, which was filed on May 15, 1995;
(16) Robec's Quarterly Report on Form 10-Q for the quarter and six months
ended June 30, 1995, which was filed on August 11, 1995;
(17) Kenfil Inc.'s Annual Report on Form 10-K for the fiscal year ended June
30, 1993, SEC File No. 0-19905;
(18) Kenfil Inc.'s Quarterly Report on Form 10-Q for the quarter and three
months ended September 30, 1993;
(19) Kenfil Inc.'s Quarterly Report on Form 10-Q for the quarter and six
months ended December 31, 1993;
(20) Kenfil Inc.'s Quarterly Report on Form 10-Q (including Amendment No. 1)
for the quarter and nine months ended March 31, 1994, the most recent of
which was filed May 9, 1995.

10
<PAGE>

ITEM 4. DESCRIPTION OF SECURITIES

The information subject of this item is not required because the securities
offered are registered under Section 12 of the Securities Exchange Act of 1934,
as amended.

ITEM 5. INTERESTS OF EXPERTS AND COUNSEL

Not applicable.

ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS

The Company's Certificate of Incorporation requires that directors and
officers be indemnified to the maximum extent permitted by Delaware law.

The General Corporation Law of the State of Delaware (the "Delaware GCL")
provides in general that a director or officer of a corporation (i) shall be
indemnified by the corporation for all expenses of litigation or other legal
proceedings when he is successful on the merits, (ii) may be indemnified by the
corporation for the expenses, judgement, fines and amounts paid in settlement of
such litigation (other than a derivative suit) even if he is not successful on
the merits 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, in the case
of a criminal proceeding, had no reasonable cause to believe his conduct was
unlawful), and (iii) may be indemnified by the corporation for expenses of a
derivative suit (a suit by a stockholder alleging a breach by a director or
officer of a duty owed to the corporation), even if he is not successful on the
merits, 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, provided that no
such indemnification may be made in accordance with this clause (iii) if the
director or officer is adjudged liable to the corporation, unless a court
determines that, despite such adjudication but in view of all of the
circumstances, he is entitled to indemnification of such expenses. The
indemnification described in clauses (ii) and (iii) above shall be made only
upon order by a court or a determination by (a) a majority of a quorum of
disinterested directors, (b) under certain circumstances, independent legal
counsel or (c) the stockholders, that indemnification is proper because the
applicable standard of conduct is met. Expenses incurred by a director or
officer in defending an action may be advanced by the corporation prior to the
final disposition of such action upon receipt of an undertaking by such director
or officer to repay such expenses if it is ultimately determined that he is not
entitled to be indemnified in connection with the proceeding to which the
expenses related.

The Company's Certificate of Incorporation includes a provision eliminating,
to the fullest extent permitted by Delaware law, director liability for monetary
damages for breached of fiduciary duty.

11
<PAGE>

The Company may seek directors and officers liability insurance against the
cost of defense, settlement or payment of a judgment under certain
circumstances.

ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED

The shares subject of this Registration Statement were issued or will be
issued in connection with the severance arrangements relating to certain
employees of the Company in connection with a downsizing of certain portions of
the Company's infrastructure. The issuances have been made and will be made in
reliance on the exemption contained in Section 4(2) of the Securities Act of
1933, as amended, as a transaction not involving any public offering.

ITEM 8. EXHIBITS

EXHIBIT LOCATION OR
NO. TITLE OF DOCUMENT PAGE NO. FILING
- ---------- ------------------------------------- -------- -----------
<S> <C> <C> <C>
4.01 Board Resolutions pursuant to which 25 This Filing
the Shares were issued to the
Selling Shareholders
5.01 Opinion of Raymond L. Ridge, Esq. 26 This Filing
23.01 Consent of Raymond L. Ridge, Esq., 16 This Filing
Counsel to Registrant
23.02 Consent of Arthur Andersen L.L.P. 17 This Filing
Auditors for the Registrant
23.03 Consent of Deloitte & Touche LLP, 18 This Filing
Auditors for Kenfil Inc.
23.04 Consent of Coopers & Lybrand, L.L.P., 19 This Filing
Auditors for Robec
23.05 Consent of KPMG Peat Marwick LLP, 20 This Filing
Auditors for NCD
23.06 Consent of Hansen, Barnett & Maxwell, 21 This Filing
Auditors for NCD
23.07 Consent of Coopers & Lybrand, L.L.P., 22 This Filing
Auditors for NCD
24.01 Powers of Attorney for Messrs. 27 This Filing
Marc L. Werner, William T. Walker, Jr.
and William N. Silvis
</TABLE>
_________________________________

12
<PAGE>

ITEM 9. UNDERTAKINGS

(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:

(i) to include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising after the
effective date of 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;

(iii) to include any material information with respect of 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 (a)(1)(i) and( a)(1)(ii) do not apply if
the Registration Statement is on Form S-3 or Form S-8 and the information
required to be included in a post-effective amendment by those paragraphs is
contained in periodic reports filed by the registrant pursuant to Section 13 or
Section 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 of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of the
offering.

(b) The undersigned registrant hereby undertakes that, for the purpose of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or Section 15(d) of the
Securities 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.

(c) 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
Securities Act of 1933 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

13
<PAGE>

indemnification by it is against public policy as expressed in the Securities
Act of 1933 and will be governed by the final adjudication of such issue.

SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Santa Ana, State of
California, on the 18th day of August, 1995.

AMERIQUEST TECHNOLOGIES, INC.

By: /s/ Harold L. Clark
-----------------------------
Harold L. Clark, President

(This Space Intentionally Left Blank)

14
<PAGE>

Pursuant to the requirements of the Securities Act of 1933, this Registration
Statement has been signed below by the following persons in the capacities and
on the dates indicated.

<TABLE>
SIGNATURE TITLE DATE
<S> <C> <C>

/s/ Harold L. Clark Chief Executive Officer August 18, 1995
- -------------------------------------- and Director
Harold L. Clark (Principal Executive Officer)

/s/ Stephen G. Holmes Secretary, Treasurer, Chief August 18, 1995
- -------------------------------------- Financial Officer and Director
Stephen G. Holmes (Principal Financial and
Accounting Officer)

/s/ Marc L. Werner Chairman of the Board August 18, 1995
- --------------------------------------
Marc L. Werner**

/s/ Eric J. Werner Director August 18, 1995
- --------------------------------------
Eric J. Werner**

Director August , 1995
- --------------------------------------
Terren S. Peizer**

/s/ William T. Walker, Jr. Director August 18, 1995
- -------------------------------------
William T. Walker, Jr.**

/s/ William N. Silvis Director August 18, 1995
- -------------------------------------
William N. Silvis**

/s/ Harold L. Clark /s/ Stephen G. Holmes
------------------------------------- --------------------------------------
Harold L. Clark,* Stephen G. Holmes,**
Attorney-in-Fact Attorney-in-Fact

</TABLE>

15
<PAGE>

REGISTRATION STATEMENT ON FORM S-8
Registration No. 33-_____

AMERIQUEST TECHNOLOGIES, INC.
EXHIBIT INDEX

The following is a list of Exhibits filed as part of the Registration
Statement:
<TABLE>
<CAPTION>

<PAGE>

EXHIBIT 4.01

RESOLVED, that the shares of Common Stock earlier issued to Charles S. Arnold,
Baraban Securities Incorporated, William T. Walker, Jr. and William N. Silvis
for services as advisors to the Corporation be herewith denominated as having
been issued pursuant to the "Advisor Compensation Plan;" and

FURTHER RESOLVED, that the Corporation register the shares held by such persons
on Form S-8, or such other SEC form as may be appropriate, so that such advisors
may resell the shares so acquired.

<PAGE>

EXHIBIT 5.01

RAYMOND L. RIDGE
3901 MacArthur Blvd., Suite 200
Newport Beach, California 92660
(714) 252-5434
(714) 639-3573 (Fax)

August 21, 1995

AmeriQuest Technologies, Inc.
2722 Michelson
Irvine, California 92715

Gentlemen:

I am furnishing this opinion to you to be filed as Exhibit 5.01 to the
Registration Statement on Form S-8 (the "Registration Statement") of AmeriQuest
Technologies, Inc. (the "Company") to be filed with the Securities and Exchange
Commission. The Registration Statement relates to the proposed resale of 625,000
shares of Common Stock earlier issued to certain advisors of the Company (the
"Selling Shareholders"). All shares subject of the Registration Statement are
hereinafter referred to as the "Shares."

I am familiar with the proceedings taken by the Company in connection with
the issuance of the Shares to the Selling Shareholders and the filing of the
Registration Statement.

Upon the basis of the foregoing and such investigations as I have deemed
necessary in connection with this opinion I am of the opinion that the shares to
be resold by the Selling Shareholders are already legally issued, fully-paid
and nonassessable.

I hereby consent to the filing of this opinion as Exhibit 5.01 to the
Registration Statement, and to the reference to me under the caption "Legal
Matters" in the Registration Statement.

Very truly yours,

/s/ Raymond L. Ridge

RAYMOND L. RIDGE, ESQ.

<PAGE>

EXHIBIT 23.01

CONSENT OF COUNSEL

I hereby consent to the reference to myself under the caption "Legal
Matters" in the Prospectus.

RAYMOND L. RIDGE, ESQ.

Newport Beach, California
August 21, 1995

<PAGE>

EXHIBIT 23.02

CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS

As independent public accountants, we hereby consent to the use of our
reports and to all references to our Firm included in or made a part of this
registration statement.

ARTHUR ANDERSEN LLP

Los Angeles, California
August 21, 1995

<PAGE>

EXHIBIT 23.03

INDEPENDENT AUDITORS' CONSENT

We consent to the incorporation by reference in this Registration
Statement on Form S-8 of AmeriQuest Technologies, Inc. of our report dated
September 3, 1993, except for Notes 5 and 6, as to which the date is September
24, 1993 and Note 15, as to which the date is June 6, 1994, appearing in the
Annual Report on Form 10-K of Kenfil Inc. for the year ended June 30, 1993, and
to all references to our Firm included in this registration statement.

DELOITTE & TOUCHE LLP

Los Angeles, California
August 21, 1995

<PAGE>

EXHIBIT 23.04

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this Registration Statement
of AmeriQuest Technologies, Inc. on Form S-8 of our report on Robec, Inc.'s
consolidated financial statements dated March 24, 1995 except as to Note 4 for
which the date is March 30, 1995, on our audits of the consolidated financial
statements and the financial statement schedule of Robec, Inc. and Subsidiaries,
as of December 31, 1994 and 1993, and for the years ended December 31, 1994,
1993 and 1992. We also consent to all references to our Firm included in this
registration statement.

COOPERS & LYBRAND L.L.P.

Philadelphia, Pennsylvania
August 21, 1995

<PAGE>

EXHIBIT 23.05

INDEPENDENT ACCOUNTANTS' CONSENT

We consent to the incorporation by reference in this registration statement
on Form S-8 of AmeriQuest Technologies, Inc. of our report dated July 21, 1994,
except as to notes 7, 8, 11(b) and 11(c) which are as of September 27, 1994,
with respect to the financial statements of Ross White Enterprises, Inc. (d/b/a
National Computer Distributions), which report appears in the Form 8-K of
AmeriQuest Technologies, Inc. dated as of November 14, 1994.

KPMG PEAT MARWICK LLP

August 21, 1995

<PAGE>

EXHIBIT 23.06

INDEPENDENT AUDITORS' CONSENT

We consent to the use of our report dated February 10, 1995 which relates to
our audit of the Financial Statements of Ross White Enterprises, Inc. d/b/a
"National Computer Distributors" for the three months ended March 31, 1992 as
contained in AmeriQuest's Current Report on Form 8-K/A (Amendment No. 6) dated
November 14, 1994 and which is incorporated herein by reference.

HANSEN, BARNETT & MAXWELL

Salt Lake City, Utah
August 21, 1995

<PAGE>

EXHIBIT 23.07

CONSENT OF INDEPENDENT ACCOUNTANTS

We consent to the incorporation by reference in this registration statement
of AmeriQuest Technologies, Inc. on Form S-8 of our report on Ross White
Enterprises, Inc. d/b/a "National Computer Distributors" Financial Statements on
our audits of the financial statements and the financial statement schedules of
Ross White Enterprises, Inc. d/b/a "National Computer Distributors."

COOPERS & LYBRAND L.L.P.

Miami, Florida
August 21, 1995

<PAGE>