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FILED PURSUANT TO RULE 424(b)(3)
REGISTRATION NO. 333-01707
PROSPECTUS
2,780,969 SHARES
AMERIQUEST TECHNOLOGIES, INC.
COMMON STOCK
----------------
The 2,780,969 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 certain shareholders of the Company
(the "Selling Shareholders"). The shares of Common Stock offered hereby were
issued by the Company to the Selling Shareholders in connection with the
Company's acquisition of Robec, Inc. For a more complete description of that
transaction, see "Selling Shareholders" below.
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.
All of such shares are being offered on a continuous basis pursuant to Rule
415 under the Securities Act of 1933, as amended (the "Securities Act"). No
underwriting discounts, commissions or expenses are payable or applicable in
connection with the sale of such shares.
On April 1, 1996, the closing price of the Company's Common Stock, as
reported on the New York Stock Exchange under the symbol "AQS", was $0.875.
THE SHARES OFFERED BY THE SELLING SHAREHOLDERS PURSUANT TO THIS PROSPECTUS
CONSTITUTES ON THE DATE OF THIS PROSPECTUS APPROXIMATELY 4.6% OF THE TOTAL
ISSUED AND OUTSTANDING SHARES OF THE COMPANY. FOR A DISCUSSION OF THIS AND
CERTAIN OTHER FACTORS TO CONSIDER BEFORE PURCHASING ANY OF THE SECURITIES
OFFERED HEREBY, SEE "RISK FACTORS" COMMENCING ON PAGE 4 OF THIS PROSPECTUS.
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.
Certain of the Selling Shareholders may be deemed to be "affiliates" of the
Company, as that term is defined under the Securities Act. 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 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
therefor, 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 the costs associated with registering shares under the Securities Act
and preparing this Prospectus.
The date of this Prospectus is April 2, 1996.
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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"). Such 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, located at 20 Broad Street, New York, New York
10005, on which the Company's Common Stock is listed.
The Company has filed with the SEC a registration statement on Form S-3
(together with any amendments and exhibits thereto, the "Registration
Statement") under the Securities Act, with respect to the shares of Company
Common Stock to be offered 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 in accordance with
the rules and regulations of the SEC. For further information with respect
to the Company and the Common Stock offered hereby, reference is made to
the Registration Statement. Statements in this Prospectus as to the
contents of any contract or other document referred to herein are not
necessarily complete, and in each instance in which a copy of such contract
is filed as an exhibit to the Registration Statement, reference is made to
such copy, and each such statement shall be deemed qualified in all
respects by such reference. A copy of the Registration Statement may be
inspected without charge at the principal offices of the SEC in Washington
D.C., or obtained at prescribed rates from the Public Reference Section of
the SEC in Washington D.C.
NO PERSON HAS BEEN AUTHORIZED TO GIVE ANY INFORMATION OR TO MAKE ANY
REPRESENTATION NOT CONTAINED OR INCORPORATED BY REFERENCE 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 OR ANY SELLING SHAREHOLDER. THIS PROSPECTUS
DOES NOT CONSTITUTE AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY
ANY SECURITIES OTHER THAN THE REGISTERED SECURITIES TO WHICH IT RELATES, OR
AN OFFER TO SELL OR A SOLICITATION OF AN OFFER TO BUY TO ANY PERSON IN ANY
JURISDICTION WHERE SUCH OFFER OR SOLICITATION 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.
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INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the SEC are incorporated
herein by this reference:
(1) The Company's Current Report on Form 8-K dated November 14, 1994
(including Amendment Nos. 1 through 6), the most recent of which was
filed with the SEC on May 26, 1995.
(2) The Company's Current Report on Form 8-K dated August 7, 1995, filed
with the SEC on August 16, 1995.
(3) The Company's Current Report on Form 8-K dated August 9, 1995, filed
with the SEC on August 16, 1995.
(4) The Company's Registration Statement on Form S-4 (File No. 33-57611),
declared effective by the SEC on August 16, 1995.
(5) The Company's Current Report on Form 8-K dated November 13, 1995, filed
with the SEC on November 27, 1995.
(6) The Company's Transition Report on Form 10-Q for the three months ended
September 30, 1995, filed with the SEC on November 20, 1995.
(7) The Company's Quarterly Report on Form 10-Q for the three months ended
December 31, 1995, filed with the SEC on February 14, 1996.
(8) The Company's Annual Report on Form 10-K for the fiscal year ended June
30, 1995 (including Amendment Nos. 1 and 2), the most recent of which
was filed with the SEC on February 15, 1996.
(9) The Company's definitive Proxy Statement dated February 23, 1996
pertaining to the 1996 Annual Meeting of Stockholders to be held on
March 29, 1996, filed with the SEC on February 27, 1996.
(10) Robec, Inc.'s Annual Report on Form 10-K for the fiscal year ended
December 31, 1994 (including Amendment No. 1), the most recent of
which was filed with the SEC on May 10, 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 contained in a document incorporated or deemed to be
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
entirety by the information appearing in the documents incorporated herein by
reference.
The Company will furnish without charge to each person, including any
beneficial owner, to whom this 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 in this Prospectus by reference, other than
exhibits to such documents unless such exhibits are specifically incorporated
by reference into the information incorporated herein by reference. Request
should be addressed to: Corporate Secretary, AmeriQuest Technologies, Inc., 3
Imperial Promenade, Suite. 300, Santa Ana, California 92707; telephone (714)
445-5000.
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RISK FACTORS
The shares of Common Stock offered hereby involve a substantial degree of
risk and only persons who are financially able to sustain the loss of their
total investment should consider purchasing such shares. Prospective
purchasers should carefully review this entire Prospectus, including the
information incorporated by reference herein, and consider, the risks
associated with such purchase, including without limitation the risks
summarized below prior to purchasing the shares of Common Stock offered
hereby.
DEBT BURDEN; NEED FOR ADDITIONAL FINANCING
In December 1995, Computer 2000 AG issued guarantees to its lenders to
secure up to $66 million of lines of credit such lenders might extend to the
Company. As of March 8, 1996, the Company had borrowed approximately $57
million from such lenders under such lines of credit. These borrowings were
used in part to reduce the Company's indebtedness under its previously
outstanding lines of credit from approximately $52 million to approximately $7
million, resulting in a reduction, as of March 8, 1996, in the average
interest rate on the Company's total outstanding indebtedness from
approximately 11.0% per annum to approximately 6.3% per annum. In return for
the guarantees, AmeriQuest provided Computer 2000 AG with a security interest
in all of the Company's assets, and agreed to seek refinancing of its
outstanding debt as soon as reasonably practicable. Computer 2000 AG's
guarantees expire on September 30, 1996, and lines of credit guaranteed by
Computer 2000 AG mature on September 30, 1996, although the Company
anticipates that those lines of credit will be extended until July 1, 1996. No
assurance can be given that the Company will be able to obtain replacement
financing from other sources on or before such date; and even if such
financing is available, it might not be available to the Company on terms as
favorable as those resulting from the Computer 2000 AG guarantees. As of March
8, 1996, the Company and its subsidiaries were indebted to third party lenders
in the amount of approximately $64 million. The Company's payment of debt
service on these borrowings has a material effect on its results of
operations. Additionally, should the Company ultimately be unable to service
its indebtedness, the Company may trigger the default provisions of such
indebtedness. In such event, even if Computer 2000 AG were to pay the
indebtedness guaranteed by it, such payment would not satisfy the Company's
obligations under the Company's other indebtedness, which might also be in
default, and the Company would have an immediate obligation to repay Computer
2000 AG for the amounts paid by Computer 2000 AG under its guarantees. Should
the Company be unable to meet its immediate obligations (as would be likely),
the Company and its minority stockholders may be adversely affected. Computer
2000 AG and/or the other lenders might exercise their security interests and
other creditors' remedies, thereby adversely affecting the Company's ability
to continue in business; or they might renegotiate the terms of the Company's
outstanding indebtedness, increasing the Company's debt service costs and,
possibly, further restricting the Company's operations; or all or a portion of
such indebtedness might be converted into equity on terms negotiated with the
Company that might cause substantial dilution for the Company's current
stockholders; or other adverse consequences might result from such defaults.
CONTINUING LOSSES; NEED FOR ADDITIONAL CAPITAL
The Company has experienced significant operating losses during recent
fiscal years and recorded a net loss of $67.6 million in fiscal 1995. The
fiscal 1995 loss included the write-off of approximately $23.8 million of
intangible assets associated with its termination of its entertainment
software business. The fiscal 1995 loss also included significant costs
associated with the liquidations of inventory and the recovery of receivables
related to the terminated entertainment software business. In addition, the
fiscal 1995 loss included costs associated with the integration of the
significant acquisitions which took place during that fiscal year. The Company
recorded a net loss of $7 million during the three months ended September 30,
1995 and a net loss of $8.3 million during the three months ended December 31,
1995, including lease termination costs of $3.7 million.
The Company continues to incur operating losses due to significant declines
in sales volumes experienced during the past year and very competitive pricing
that has reduced gross margins. Management continues to seek to increase sales
and gross margins, integrate recent acquisitions and streamline the Company's
cost structure. There can be no assurance that the Company will be able to
achieve future profitability. In view of the Company's continuing significant
losses, its substantial debt burden and the lack of assurance that the Company
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will achieve profitability in the near term, the Company will be required to
extend or refinance its lines of credit and may seek additional financing. The
Company is presently exploring alternatives to raise such financing. There can
be no assurance that any such financing will be available on terms acceptable
to the Company, or that such additional financing, if obtained, will not
result in substantial dilution of the equity interests of existing
stockholders.
INTEGRATION OF ACQUIRED COMPANIES
The Company has pursued a strategy of growth through acquisitions. In fiscal
1993 and 1994, it acquired several regional distributors; in June and
September 1995, it acquired (in a two-step acquisition) Kenfil, Inc.
("Kenfil"), a distributor of microcomputer software; in November 1994, it
acquired National Computer Distributors ("NCD"), a distributor of computer
products and services specializing in systems and connectivity applications;
in September 1994, it acquired 50.1% of Robec, Inc. ("Robec"), a distributor
of computer products and services specializing in UNIX applications; and in
November 1995, it acquired the balance of Robec's capital stock as well as
effective operating control. The Company has pursued this acquisition strategy
with the goal of establishing the Company as a national distributor of value-
added computer products. The success of this strategy is dependent on the
ability of the Company to effectively consolidate and integrate the operations
of the acquired businesses, combine differing corporate cultures and obtain
adequate financing to absorb the substantial restructuring costs incurred in
the consolidation and integration process and to fund working capital
requirements and continuing cash flow shortfalls. There can be no assurance
that the acquisitions will generate the anticipated benefits, that the
substantial restructuring costs will not continue or that the necessary
financing will be achieved on terms that are advantageous for the Company and
its current stockholders. The integration of the various organizations have
required and will continue to require the dedication of management resources
which may detract from the day-to-day business of the combined company. The
integration process has necessarily been complicated by the recent acquisition
of control of the Company by Computer 2000 AG and its wholly-owned affiliate
(collectively, "Computer 2000") and the resulting significant changes that
have been made in the Company's senior management team and directors. The
process of combining the acquired companies has also involved difficulties in
coordinating internal record keeping and information management that are
critical to the efficient operation of the integrated businesses. While
substantial expenditures have been made to resolve these and other integration
problems, there can be no assurance that the integration and coordination
process will be accomplished smoothly or successfully.
The Company's acquisitions have involved substantial costs. To complete the
acquisitions, the Company issued in excess of 17.6 million shares of Common
Stock, agreed to repurchase certain shares at a cost in excess of $2.3
million, assumed the substantial liabilities of the acquired companies and
incurred transaction costs of several million dollars. In addition, the
Company has incurred significant restructuring costs in connection with the
consolidation of the acquired businesses, including restructuring costs of
$5.7 million in fiscal 1994, as well as additional integration costs in fiscal
1995. The acquisitions have also resulted in the closure of redundant or
uneconomic operations of the acquired business. In fiscal 1995, the Company
wrote off approximately $23.8 million of intangible assets associated with
termination of the entertainment software business acquired in the Kenfil
acquisition and incurred significant costs associated with the liquidation of
inventories and the recovery of receivables related to the terminated
entertainment business. Further, in fiscal 1995, the Company closed certain
distributors that had been acquired in fiscal 1993 and 1994 and that had
become redundant as a result of subsequent acquisitions, resulting in a write
off of the distributors' intangibles of approximately $3.4 million. In the
three months ended December 31, 1995, the Company recorded non-recurring costs
of $3.7 million attributable to the termination of leases that were entered
into related to the Company's acquisition integration program. Delays in
completing certain of these acquisitions, particularly the Robec acquisition,
have caused a loss of momentum, have hindered the effective integration of the
combined businesses and have significantly increased the Company's acquisition
costs. Such delays have forced the Company to continue to operate with
duplicative overhead costs and infrastructures. In addition, due to
acquisition delays and other factors, substantial portions of the customer
bases of certain of the acquired operations could not be maintained and sales
of the acquired businesses deteriorated. In order to avoid incurring redundant
costs in the future and to improve operating efficiencies, the Company's new
management is implementing a cost reduction and efficiency program
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intended to centralize administrative operations, achieve product procurement
efficiencies and improve the allocation of resources. There can be no
assurance that this program will be successful in achieving its goals. To
date, the Company has not achieved increases in sales volume sufficient to
overcome the substantial costs of its acquisition program. There can be no
assurance that the Company will achieve the increase in sales necessary to
enable the combined businesses to operate at a profit.
NEED TO INCREASE SALES VOLUME
As a distributor, the Company must operate on small gross margins. Further,
the Company must incur operating expenses to maintain a sufficient level of
inventory, facilities, sales staff and support personnel necessary to support
sales of products. As a result of these and other factors, the Company must
achieve substantially greater sales volumes than it has in the past in order
to achieve profitability. While the Company's new management is attempting to
increase sales, there can be no assurance that sales will increase or that any
increases will be of sufficient magnitude or will occur soon enough to permit
the Company to achieve profitability without substantial further business or
financial restructuring.
NEED TO EXPAND VENDOR BASE; DEPENDANCE ON VARS AND VALUE-ADDED DEALERS
The Company principally distributes computer products manufactured by other
vendors. Accordingly, the Company's relationships with its existing vendors is
critical to its ability to purchase on a favorable basis the products that it
resells. At the same time, in order to achieve the substantial sales increases
necessary for successful operations, the Company must be able to initiate
relationships with additional vendors, without jeopardizing the Company's
existing vendor relationships. Any inability of the Company to add new vendors
and preserve its existing vendor relationships will have a material, adverse
effect on its future results of operations. The Company is also dependent upon
its vendors' willingness or ability to make timely shipment of the products
ordered by the Company. The failure of vendors to make shipments on a timely
basis could cause a material disruption of the Company's sales. In the past,
the Company has at times experienced delays in its ability to fill customer
orders, due to the inability of certain suppliers to meet their volume and
schedule requirements and more recently, due to the Company's shortages in
available cash. Delays in shipments from suppliers can cause fluctuations in
the Company's short term results and contribute to order cancellations.
Most of the Company's sales are to VARs and value-added dealers. Any
deterioration of the Company's relationship with these customers, or any
material diminution in the customers' sales volumes, would adversely affect
the Company's business. Due in part to the historical volatility of the
computer industry, certain of the Company's customers have from time-to-time
experienced declining profit margins, cash flow shortages and other financial
difficulties. The future growth and success of the Company will continue to
depend in large part upon its reseller channels. If resellers experience
financial difficulties, the Company's results of operations could be adversely
affected.
RAPID CHANGES IN TECHNOLOGY AND MARKETS
The computer industry in general, and the specific markets in which the
Company competes, are characterized by rapidly changing technology, often
resulting in short product life cycles, rapid price declines, oversupply of
inventory and significant shifts in market dynamics. The Company believes its
success is highly dependent upon its ability to react to technological changes
and shifts in market demand by continuing to provide cost-competitive products
that respond to current market needs. As a value-added wholesale distributor,
the Company is particularly vulnerable to changes caused by technological
innovation. The introduction of new products and the phasing out of old
products requires the Company to carefully manage its inventory to minimize
inventory obsolescence. There can be no assurance that the Company's inventory
reserves will adequately cover the amount of the Company's inventory which may
become obsolete for the period covered by the reserves. Should the Company
fail to provide new products on a timely basis that respond to industry
demands, the Company's operating results could be affected.
COMPETITION
The Company competes in an industry characterized by intense and increasing
competition. Principal national distributors with which the Company competes
include Ingram Micro D, Inc., Tech Data Corporation
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and Merisel, Inc. The Company also competes with numerous manufacturers,
resellers and regional distributors. Most of the Company's major competitors
have substantially greater financial, marketing and other resources than the
Company.
Competition in the computer products distribution industry is based
primarily on price and product availability, and to a lesser extent on speed
of delivery, convenience and the level of marketing and technical support
services provided. Because of the intense competition within the industry, the
gross and operating profit margins on products traditionally sold by the
Company have been reduced. As technological changes occur, the Company's
products have had shorter and shorter product life cycles, and new competing
products are introduced by other vendors and resellers. Moreover, the manner
in which computer products are distributed and sold is changing, and new
methods of distribution and sale may emerge or expand. Software publishers and
other providers have intensified their efforts to sell their products directly
to resellers and end-users, by-passing the Company and other distributors. In
addition, certain major publishers have implemented programs for master copy
distribution of software (site licenses), which reduces sales available to the
Company and other distributors. The availability of products over the
Internet, and the affect of the Internet in changes in the market for computer
products and services, may have an adverse effect on the Company's business.
Recently, some industry participants have indicated that they believe the
total demand for personal computers may be lessening and that the market for
such computers may be becoming saturated. These factors, among others, may
cause increased competitive pressures on the Company in the future.
DEPENDENCE UPON KEY PERSONNEL
The Company's success depends to a significant degree upon the continued
contributions of its key management, marketing, product development and
operational personnel and the Company's ability to retain and continue to
attract highly skilled personnel. Competition for employees in the computer
industry is intense, and there can be no assurance that the Company will be
able to attract and retain qualified employees. The Company has recently made
a number of management changes, and has had substantial layoffs and other
employee departures. If the Company continues to experience financial
difficulties, it may become increasingly difficult for it to hire new
employees and retain current employees. The Company does not carry any key
person life insurance with respect to any of its personnel.
POSSIBLE SALES BY STOCKHOLDERS
The shares of Common Stock offered hereby represent approximately 4.6% of
the outstanding Common Stock as of the date of this Prospectus. Sale of the
shares offered may have the effect of substantially depressing the market
price of the Company's Common Stock. In addition, approximately 7.6 million
shares (12.4%) are the subject of three separate Registration Statements on
Form S-3. The Company has also agreed to register the shares to be issued to
Computer 2000 of the Common Stock of the Company issued to Computer 2000, or
issuable upon the exercise of warrants and other rights issued to Computer
2000, and such shares of Common Stock constitute in the aggregate
approximately 46 million shares (plus approximately 10 million additional
shares subject to the exercise of option or warrant rights by others). The
Company may grant additional registration rights when it issues securities in
the future. The public sale of the foregoing shares, or the perception that
such shares may be sold, may have the effect of substantially depressing the
market price of the Company's Common Stock and causing substantial
fluctuations in the price of the Company's Common Stock.
VOLATILITY OF STOCK PRICE; TRADING VOLUME
The price of the Company's Common Stock has been subject to significant
price fluctuations. There can be no assurance that the price of the Company's
Common Stock will stabilize at any time or at a price equal to or above the
offering price of the shares offered hereby. In addition, the trading volume
for the Company's Common Stock has generally been relatively small. A large
increase in share trading volume in a short period of time could cause a
significant reduction in share trading prices. The Company's Common Stock is
currently listed on the New York Stock Exchange (the "NYSE") pursuant to an
agreement containing certain financial and other
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requirements. To the extent that the NYSE determines that the Company is not
in compliance with these requirements, the Company's Common Stock could be
delisted from the NYSE thereby adversely affecting the public market for the
Common Stock. The Company's issuance of additional securities (which will
occur when the Company obtains additional equity financing) and the sale of
additional shares of Common Stock pursuant to existing registration rights
(see "--Possible Sales by Stockholders") could exert downward pressure on the
price of the Company's Common Stock.
THE COMPANY
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, CD-ROM, 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, Ste. 300, Santa Ana, California, and its telephone number
is (714) 445-5000.
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
The following table sets forth (i) the name of each Selling Shareholder,
(ii) the nature of any position, office or other material relationship which
such Selling Shareholder has had within the past three years with the Company
or any of its predecessors or affiliates, (iii) the number and percentage of
shares of the Company's Common Stock beneficially owned by such Selling
Shareholder prior to the offering made by this Prospectus, (iv) the number of
shares of the Company's Common Stock offered pursuant to this Prospectus by
such Selling Shareholder for his account and (v) the number and percentage of
shares of the Company's Common Stock to be beneficially owned by such Selling
Shareholder after completion of the offering made by this Prospectus.
<TABLE>
<CAPTION>
SHARES OF PERCENTAGE
SHARES OF COMMON STOCK OF COMMON
COMMON STOCK PERCENTAGE OF TO BE STOCK TO BE
BENEFICIALLY COMMON STOCK SHARES OF BENEFICIALLY BENEFICIALLY
OWNED PRIOR BENEFICIALLY COMMON OWNED OWNED AFTER
TO OWNED PRIOR TO STOCK AFTER COMPLETION COMPLETION OF
NAME AND POSITIONS OFFERING(1) OFFERING(1)(2) OFFERED OF OFFERING(3) OFFERING(2)(3)
- ------------------ ------------ -------------- --------- ---------------- --------------
<S> <C> <C> <C> <C> <C>
Robert H. Beckett(4).... 3,497,657(5) 5.7% 1,785,490 1,712,167 2.8%
Robert S. Beckett(6).... 529,988(7) * 352,285 177,703 *
Alexander C. Kramer,
Jr.(8)................. 182,102(9) * 121,044 61,058 *
G. Wesley McKinney(10).. 1,022,855(11) 1.7% 522,150 500,705 *
</TABLE>
- --------
(1) Based on the number of shares of the Company's Common Stock and Preferred
Stock (on an as-converted to Common Stock basis) outstanding on February
16, 1996 and the number of shares of the Company's Common Stock
beneficially owned by the Selling Shareholders on that date, assuming that
on that date the Company had issued to the Selling Shareholders (i) the
Common Stock issuable upon conversion of the Series G Preferred Stock (as
described in "Selling Shareholders" below) and (ii) the Common Stock
Dividend (as described in "Selling Shareholders" below).
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(2) Percentages of less than 1% are represented by an asterisk.
(3) Based on the number of shares of the Company's Common Stock and Preferred
Stock (on an as-converted to Common Stock basis) outstanding on February
16, 1996 and the number of shares of the Company's Common Stock
beneficially owned by the Selling Shareholders on that date, assuming that
(i) on that date the Company had issued to the Selling Shareholders (a)
the Common Stock issuable upon conversion of the Series G Preferred Stock
(as described in "Selling Shareholders" below) and (b) the Common Stock
Dividend (as described in "Selling Shareholders" below) and (ii) the
shares offered hereby, which consist of the shares described in items (a)
and (b) above, are sold. The Company is unable to determine the exact
number of shares that will actually be sold.
(4) Robert H. Beckett was appointed as a Director to the Company's Board in
October 1994 pursuant to a series of agreements whereby the Company
acquired Robec. For a more complete description of that transaction, see
"Selling Shareholders" below. In light of continuing negotiations between
Robec and the Company concerning consummation of those agreements, Mr.
Beckett resigned from the Company's Board in June 1995. After consummation
of those agreements, Mr. Beckett was reappointed to the Company's Board in
December 1995. Mr. Beckett was appointed as a Senior Vice President of the
Company in February 1996. For the last 17 years, Mr. Beckett has served as
the Chairman of the Board of Directors and President of Robec. Mr. Beckett
and the Company have entered into an Employment Agreement, which provides
that (i) the Company will employ Mr. Beckett as President and Chief
Executive Officer of Robec until November 1997, (ii) the Company will pay
Mr. Beckett a base salary not less than $196,000 per year, (iii) Mr.
Beckett is eligible to earn a performance bonus and (iv) in the event of
the termination of Mr. Beckett's employment other than for "cause", the
Company will pay Mr. Beckett the base salary and certain benefits
otherwise payable under the agreement through the one year period
following the date of his termination.
(5) 900,656 of these shares were earlier registered pursuant to a separate
Registration Statement on Form S-3, and 811,511 of these shares were
earlier registered pursuant to a separate Registration Statement on Form
S-4.
(6) For the last 3 years, Robert S. Beckett has served as the Chief Operating
Officer of Robec. Mr. Beckett and the Company have entered into an
Employment Agreement, which provides that (i) the Company will employ Mr.
Beckett as Vice President and Chief Operating Officer of Robec until
November 1997, (ii) the Company will pay Mr. Beckett a base salary not
less than $150,000 per year, (iii) Mr. Beckett is eligible to earn a
performance bonus and (iv) in the event of the termination of Mr.
Beckett's employment other than for "cause", the Company will pay Mr.
Beckett the base salary and certain benefits otherwise payable under the
agreement through the one year period following the date of his
termination.
(7) 177,703 of these shares were earlier registered pursuant to a separate
Registration Statement on Form S-3.
(8) For the last 3 years, Alexander C. Kramer, Jr. has served as the Vice
President--Operations of Robec. Mr. Kramer and the Company have entered
into an Employment Agreement, which provides that (i) the Company will
employ Mr. Kramer as Vice President--Operations of Robec until November
1997, (ii) the Company will pay Mr. Kramer a base salary not less than
$150,000 per year, (iii) Mr. Kramer is eligible to earn a performance
bonus and (iv) in the event of the termination of Mr. Kramer's employment
other than for "cause", the Company will pay Mr. Kramer the base salary
and certain benefits otherwise payable under the agreement through the one
year period following the date of his termination.
(9) 61,058 of these shares were earlier registered pursuant to a separate
Registration Statement on Form S-3.
(10) G. Wesley McKinney has not had any position, office or other material
relationship within the past three years with the Company or any of its
predecessors or affiliates.
(11) 263,388 of these shares were earlier registered pursuant to a separate
Registration Statement on Form S-3, and 237,317 of these shares were
earlier registered pursuant to a separate Registration Statement on Form
S-4.
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PLAN OF DISTRIBUTION
BACKGROUND
Pursuant to the Amended and Restated Agreement and Plan of Reorganization,
dated as of August 11, 1994, among the Company, Robec and the Selling
Shareholders, as amended by Amendment No. 1, dated as of August 4, 1995, and
Amendment No. 2, dated as of August 15, 1995 (as amended, the "Robec
Acquisition Agreement"), the Company agreed to purchase all of the outstanding
shares of Robec in a two step transaction. In step one, the Selling
Shareholders exchanged in September 1994 certain of their shares of Robec
Common Stock for 1,402,805 shares of the Company's Common Stock. As a result
of the exchange, the Company acquired 50.1% of the outstanding shares of Robec
Common Stock.
Step two was the merger of a wholly-owned subsidiary of the Company into
Robec, whereby Robec would become a wholly-owned subsidiary of the Company. In
connection with the consummation of the merger, the Selling Shareholders and
the Company entered into the Exchange Agreement, dated as of November 10, 1995
(the "Exchange Agreement"), whereby the Company issued to the Selling
Shareholders 25,830.10 shares of the Company's Series G Preferred Stock (the
"Series G Preferred Stock"). The merger was consummated on November 13, 1995,
whereupon Robec became a wholly-owned subsidiary of the Company.
Pursuant to the Company's Certificate of Incorporation, the Series G
Preferred Stock automatically converted into Common Stock when all of the
following conditions had been satisfied: (a) the Company's stockholders
approved (i) the conversion of the Series G Preferred Stock into Common Stock
and (ii) an increase in the authorized number of shares of Common Stock to a
number sufficient to accommodate the conversion of all outstanding shares of
the Company's Series A, Series B, Series D, Series E, Series F and Series G
Preferred Stock into Common Stock and the payment of all stock dividends
payable with respect to the Series G Preferred Stock (and the related
amendments of the Company's Certfication of Incorporation are filed with the
Delaware Secretary of State) and (b) the Company caused a shelf registration
statement to become effective on Form S-3 under the Securities Act that will
enable the resale from time-to-time in the public market of the shares of
Common Stock that were received upon conversion of the Series G Preferred
Stock. The conditions described in item (a) above were satisfied after the
Company's stockholders approved at their annual meeting held on March 29, 1996
certain proposals addressing those conditions and upon the filing on April 1,
1996 with the Delaware Secretary of State of the related amendments of the
Company's Certificate of Incorporation. Further, the condition described in
item (b) above was satisfied upon the effectiveness on April 2, 1996 of the
Registration Statement. Therefore, the Series G Preferred Stock converted into
Common Stock on April 2, 1996.
The Company's Certificate of Incorporation further provides that, for the
period commencing on September 29, 1995 and ending on the date that the Series
G Preferred Stock converts into Common Stock, the Company must pay a dividend
(the "Common Stock Dividend") on the Series G Preferred Stock at the rate of
15% per annum (based on the deemed initial issuance price of $1.1875 per share
of Common Stock into which the Series G Preferred Stock may be convertible),
which dividend will be payable in shares of the Company's Common Stock (valued
for the purposes of the dividend at $1.1875 per share) on the earlier date of
conversion or redemption of the Series G Preferred Stock. As described above,
the Series G Preferred Stock converted into Common Stock on April 2, 1996, so
the Common Stock Dividend equaled an aggregate of 197,959 shares of Common
Stock.
The Company has prepared and filed the Registration Statement of which this
Prospectus forms a part pursuant to the Exchange Agreement, and the shares
offered by this Prospectus are the 2,583,010 shares of Common Stock issued to
the Selling Shareholders upon conversion of the 25,830.10 shares of Series G
Preferred Stock and the 197,959 shares of Common Stock issued to the Selling
Shareholders as the Common Stock Dividend.
DISTRIBUTION OF SHARES
To the Company's knowledge, no Selling Shareholder has entered into any
agreement, arrangement or understanding with any particular broker or market
maker with respect to the shares offered hereby, nor does the Company know the
identity of the brokers or market makers which will participate in the
offering.
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The Selling Shareholders' shares of Common Stock covered hereby may be
offered and sold from time-to-time by the Selling Shareholders. The Selling
Shareholders will act independently of the Company in making decisions with
respect to the timing, manner and size of each sale. Pursuant to the Exchange
Agreement, the Selling Shareholders may only sell the shares of Common Stock
offered hereby in brokers' transactions, as defined in Rule 144 promulgated
under the Securities Act. In general, brokers' transactions are ones in which
the broker merely executes the sell order, receives no more than the customary
commission and does not solicit orders to buy the shares. No assurances can be
given that the Selling Shareholders will sell any of the shares that are
subject to this Prospectus or that any Selling Shareholder will not sell such
shares in a private transaction or other transaction that is exempt from the
registration requirements of the Securities Act. The Company has been advised
by the Selling Shareholders that they have not, as of the date hereof, entered
into any arrangement with a broker-dealer for the sale of shares. In effecting
sales, broker-dealers engaged by the Selling Shareholders may arrange for
other broker-dealers to participate. Broker-dealers will receive commissions
or discounts from the Selling Shareholders in amounts to be negotiated
immediately prior to the sale.
In offering the shares, the Selling Shareholders and any broker-dealers who
execute sales for the Selling Shareholders may be deemed to be "underwriters"
within the meaning of the Securities Act in connection with such sales, and
any profits realized by the Selling Shareholders and the compensation of such
broker-dealer may be deemed to be underwriting discounts and commissions.
The Selling Shareholders have advised the Company that, during such time as
they may be engaged in a distribution of the shares of Common Stock included
herein, they will comply with Rules 10b-6 and 10b-7 under the Exchange Act,
and, in connection therewith, the Selling Shareholders have agreed not to
engage in any stabilization activity in connection with any securities of the
Company, to furnish copies of this Prospectus to each broker-dealer through
which the shares of Common Stock included herein may be offered, and not to
bid for or purchase any securities of the Company or attempt to induce any
person to purchase any securities of the Company except as permitted under the
Exchange Act. The Selling Shareholders have also agreed to inform the Company
and broker-dealers through whom sales may be made hereunder when the
distribution of the shares is completed.
Rule 10b-6 under the Exchange Act prohibits participants in a distribution
from bidding for or purchasing for an account in which the participant has a
beneficial interest, any of the securities that are the subject of the
distribution. Rule 10b-7 under the Exchange Act governs bids and purchases
made to stabilize the price of a security in connection with a distribution of
the security.
This offering will terminate as to each Selling Shareholder on the earlier
of November 10, 1997 (except, so long as any Selling Shareholder holds shares
offered hereby that constitute more than 1% of the number of shares of the
Company's Common Stock then outstanding, the Registration Statement will
remain effective and this offering will not terminate until November 10, 1998)
or the date that none of the Selling Shareholders continues to hold any of the
shares offered hereby. There can be no assurance that any of the Selling
Shareholders will sell any or all of the shares of Common Stock offered
hereby.
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EXPERTS
The financial statements and schedules of the Company incorporated by
reference in this Prospectus and elsewhere in the Registration Statement to
the extent and for the periods indicated in their reports, have been audited
by Arthur Andersen LLP, independent public accountants, as indicated in their
reports with respect thereto, and are included herein in reliance upon the
authority of said firm as experts in giving said reports.
The consolidated balance sheets of Robec as of December 31, 1993 and 1994
and the consolidated statements of operations, shareholders' equity, and cash
flows for each of the three years in the period ended December 31, 1994, have
been incorporated herein in reliance on the report of Coopers & Lybrand
L.L.P., independent accountants, with respect thereto, given on the authority
of that firm as experts in accounting and auditing.
The financial statements and schedule of Ross White Enterprises, Inc. (d/b/a
National Computer Distributors) as of March 31, 1994 and 1993, and for each of
the years in the two year period ended March 31, 1994 have been incorporated
by reference herein and in the Registration Statement in reliance upon the
report of KPMG Peat Marwick LLP, independent certified public accountants,
incorporated by reference herein, and upon the authority of said firm as
experts in accounting and auditing.
The statements of operations, shareholders' equity, and cash flows of Ross
White Enterprises, Inc. (d/b/a National Computer Distributors) for the three-
months ended March 31, 1992, included in this Prospectus/Registration
Statements, have been incorporated herein in reliance on the report of Hansen,
Barnett & Maxwell, independent accountants, with respect thereto, given on the
authority of that firm as experts in accounting and auditing.
The statements of operations, shareholders' equity, and cash flows of Ross
White Enterprises, Inc. (d/b/a National Computer Distributors) for the year in
the period ended December 31, 1991, have been incorporated herein in reliance
on the report of Coopers & Lybrand L.L.P., independent accountants, with
respect thereto, given on the authority of that firm as experts in accounting
and auditing.
LEGAL MATTERS
Raymond L. Ridge, Esq. has rendered an opinion to the Company (a copy of
which has been filed as an exhibit to the Registration Statement), to the
effect that the shares of Common Stock offered hereby have been legally issued
and are fully-paid and nonassessable.
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