As filed with the Securities and Exchange Commission
on April 28, 1995
Registration No. 33-
------
================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------------------
FORM S-8
Registration Statement
Under
The Securities Act of 1933
------------------------------------
MICROAGE, INC.
(Exact name of Registrant as specified in charter)
Delaware 86-0321346
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2400 South MicroAge Way, Tempe, AZ 85282
(Address of Principal Executive Office) (Zip Code)
------------------------------------
MICROAGE, INC. 1995 ASSOCIATE STOCK PURCHASE PLAN
(Full title of plan)
------------------------------------
Jeffrey A. H. Frankel Copy To:
Vice President-Legal Matthew P. Feeney
MICROAGE, INC. SNELL & WILMER
2400 South MicroAge Way One Arizona Center
Tempe, Arizona 85282 Phoenix, Arizona 85004-0001
(Name and address of agent for service)
(602) 804-2000
(Telephone number, including area code, of agent for service)
<TABLE>
<CAPTION>
- ------------------------------------------------------------------------------------------------------------------------------------
CALCULATION OF REGISTRATION FEE
- ------------------------------------------------------------------------------------------------------------------------------------
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
to be to be Price Per Offering Registration
Registered Registered Share* Price* Fee
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, 500,000 $ 9.45 $4,725,000 $ 1,629.18
$0.01 par value shares
- ------------------------------------------------------------------------------------------------------------------------------------
* Estimated pursuant to Rule 457(h) solely for the purpose of calculating the
registration fee using the average of the high and low price of the
Registrant's Common Stock reported on the Nasdaq National Market on
April 27, 1995.
</TABLE>
================================================================================
<PAGE>
Part II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents have been filed by the Company with
the Securities and Exchange Commission pursuant to the Securities Exchange Act
of 1934, as amended (the "1934 Act"), and are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended
October 30, 1994.
2. Quarterly Report on Form 10-Q for the fiscal quarter
ended January 29, 1995.
3. The description of the Company's Common Stock
included in Registration Statements on Form 8-A dated
June 12, 1987 (as amended on August 5, 1993, March
28, 1994, and December 30, 1994), February 24, 1989
(as amended on March 28, 1994 and December 30, 1994)
and December 30, 1994.
All documents subsequently filed by the Company pursuant to
Sections 13(a), 13(c), 14, or 15(d) of the 1934 Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby have
been sold or which deregisters all securities then remaining unsold, shall be
deemed to be incorporated by reference in this Registration Statement and to be
a part hereof from the date of filing of such documents. Any statement contained
in a document incorporated or deemed to be incorporated by reference herein
shall be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any 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 Registration Statement.
Item 4. Description of Securities
Not applicable.
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Officers and Directors
Reference is made to Section 145 of the Delaware General
Corporation Law (the "Delaware GCL"), as amended from time to time ("Section
145"), which provides for indemnification of directors and officers of a
corporation in certain circumstances. Under Article IX of the registrant's
Restated Certificate of Incorporation, as amended, the registrant shall, to the
full extent permitted by Section 145, indemnify all persons whom it may
indemnify pursuant thereto. Additionally, Article IX provides, among other
matters, that the right to indemnification is a contract right, that the
registrant is expressly authorized to procure insurance, that advancement of
expenses by the registrant is mandatory (except as limited by law), and for
certain procedural mechanisms for the benefit of indemnified parties.
Article VII of the By-Laws of the registrant provides for
indemnification of directors and officers of the registrant. The provisions of
Article VII, among other matters, require the registrant to indemnify certain
persons to the fullest extent authorized by the Delaware GCL, as the same may
now exist or may hereafter be amended (but, in the case of any such amendment
only to the extent that such amendment permits the registrant to provide broader
indemnification rights than such law permitted the registrant to provide prior
to such amendment). Article VII provides that the right to indemnification is a
contract right and makes advances of expenses incurred in defending a proceeding
mandatory, provided that if required by the Delaware GCL, the person seeking
such advances furnishes an undertaking to the registrant to repay all amounts so
entitled to be indemnified. Article VII also expressly provides that any person
claiming indemnification may sue the registrant for payment of amounts due, that
the registrant in such case will have the burden of proving that the claimant
has not met the standards of conduct which make it permissible to indemnify the
person for the amount claimed under the Delaware GCL (except in the case of a
claim for advancement of expenses, where the required undertaking, if any, has
been tendered, in which case it shall not be a defense that the person has not
met the applicable standards of conduct) and that neither the failure by the
registrant to have made a determination that indemnification is proper, nor an
actual determination by the registrant that the claimant has not met the
applicable standard of conduct, is a defense to the action or creates a
presumption that the claimant has not met the applicable standard of conduct.
The registrant currently maintains directors' and officers'
liability insurance to supplement the protection provided in the registrant's
Restated Certificate of Incorporation, as amended, and its By-Laws. Such
insurance is renewable annually and is subject to standard terms and conditions,
including exclusions from coverage.
Item 7. Exemption from Registration Claimed
Not applicable.
Item 8. Exhibits
Exhibit No. Description
----------- -----------
5 Opinion of Snell & Wilmer.
23.1 Consent of Price Waterhouse.
23.2 Consent of Snell & Wilmer (included in
the opinion filed as Exhibit 5).
24 Power of Attorney (included in signature
pages).
99.1 First Amendment To The MicroAge, Inc.
1995 Associate Stock Purchase Plan
In addition to those exhibits shown above, the Company hereby
incorporates by reference the following exhibits:
Exhibit Originally Filed
No. Description as Exhibit:
- ------ ----------- -----------------
4.1 Restated Certificate of 3.1 to the Company's Quarterly
Incorporation of the Form 10-Q for fiscal quarter
Company ended May 1, 1994
4.2 By-Laws of the Company 3.2 to the Company's Annual
Report on Form 10-K for the
fiscal year ended September 30,
1992
4.3 Amended and Restated 1.1 to the Company's Form
Rights Agreement, dated 8-A, dated December 30, 1994
as of September 28, 1994
between the Company and
First Interstate Bank
of California
99 MicroAge, Inc. 1995 Appendix B to the Company's
Associate Stock Purchase Plan Proxy Statement for the Annual
Meeting of Stockholders of the
Company held March 15, 1995
Item 9. Undertakings
The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3)
of the Securities Act of 1933 (the "1933 Act");
(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 this registration
statement;
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in this
registration statement or any material change to such
information in this registration statement.
(2) That, for the purpose of determining any liability under
the 1933 Act, 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.
The undersigned registrant hereby undertakes that, for
purposes of determining any liability under the Securities Act of 1933, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934 (and, where applicable, each filing
of an employee benefit plan's annual report pursuant to section 15(d) of the
Securities Exchange Act of 1934) that is incorporated by reference in the
registration statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the
1933 Act 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 1933 Act and
is, therefore, unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the registrant of expenses
incurred or paid by a director, officer or controlling person of the registrant
in the successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the 1933 Act and will be governed by the final
adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
the registrant certifies that it has reasonable grounds to believe that it meets
all of the requirements for filing on Form S- 8 and has duly caused this
registration statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Tempe, State of Arizona, on April 28, 1995.
MICROAGE, INC.
By: Jeffrey D. McKeever
-------------------------------------
Jeffrey D. McKeever
Chairman of the Board
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933,
this registration statement has been signed by the following persons in the
capacities and on the date indicated. Each person whose signature appears below
hereby authorizes Jeffrey D. McKeever and James R. Daniel, and each of them, as
attorneys-in-fact, to sign his or her name on his or her behalf, individually
and in each capacity designated below, and to file any amendments, including
post-effective amendments to this registration statement.
Signature Title Date
--------- ----- ----
By: Jeffrey D. McKeever Director, Chairman April 28, 1995
------------------------ of the Board, Chief
Jeffrey D. McKeever Executive Officer
(Principal Executive
Officer)
By: Alan P. Hald Director, Vice- April 28, 1995
----------------------- Chairman of the
Alan P. Hald Board, and Secretary
By: William H. Mallender Director April 28, 1995
------------------------
William H. Mallender
By: Steven G. Mihaylo Director April 28, 1995
------------------------
Steven G. Mihaylo
By: Fred Israel Director April 28, 1995
------------------------
Fred Israel
By: Keiichi Eguchi Director April 28, 1995
------------------------
Keiichi Eguchi
By: James R. Daniel Senior Vice April 28, 1995
------------------------ President and
James R. Daniel Chief Financial
Officer (Principal
Financial Officer)
By: Raymond L. Storck Vice President- April 28, 1995
------------------------ Controller and
Raymond L. Storck Assistant Treasurer
(Principal
Accounting Officer)
<PAGE>
INDEX TO EXHIBITS
Page in Sequential Numbering
System in Manually
Signed Original on Which
Exhibit No. Description Exhibits May Be Found
- ----------- ----------- ----------------------------
4.1 Restated Certificate (Incorporated by reference
of Incorporation of to Exhibit 3.1 to the
the Company Company's Quarterly Report
on Form 10-Q for the fiscal
quarter ended May 1, 1994)
4.2 By-Laws of the Company (Incorporated by reference
to Exhibit 3.2 to the
Company's Annual Report on
Form 10-K for the fiscal
year ended September 30,
1992)
4.3 Amended and Restated (Incorporated by reference
Rights Agreement dated to Exhibit 1.1 to the
as of September 28, Company's Form 8-A, dated
1994, between the December 30, 1994)
Company and First
Interstate Bank of
California
5 Opinion of Snell & 10
Wilmer
23.1 Consent of Price 11
Waterhouse
23.2 Consent of Snell & ---
Wilmer (included in
Exhibit 5)
24 Power of Attorney ---
(included in signature
page)
99 MicroAge, Inc. 1995 (Incorporated by reference
Associate Stock to Appendix B to the
Purchase Plan Company's Proxy Statement
for the Annual Meeting of
Stockholders of the Company
held March 15, 1995)
99.1 First Amendment To The 12
MicroAge, Inc. 1995
Associate Stock Purchase
Plan
EXHIBIT 5
April 28, 1995
MICROAGE, INC.
2400 South MicroAge Way
Tempe, AZ 85282
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the
MicroAge, Inc. 1995 Associate Stock Purchase Plan (the "Plan") of up to 500,000
shares of the Company's Common Stock, $.01 par value (the "Plan Shares"), as
contemplated in the Registration Statement on Form S-8 and the Exhibits thereto
to be filed by the Company with the Securities and Exchange Commission (the
"SEC"), under the Securities Act of 1933, as amended, on April 28, 1995 (the
"Registration Statement"). It is our opinion that:
1. All requisite action, other than any action on the part of the
proposed offerees, to make valid the proposed transactions
will have been taken when (i) the Registration Statement has
been filed with the SEC and has become effective and (ii) the
Company has complied with the state securities or "blue sky"
laws with respect to the offer and sale of the Plan Shares.
2. Upon completion of the foregoing steps, the Plan Shares, when
(i) the purchase price therefor has been paid to the Company
and (ii) the same shall have been acquired as contemplated in
the Registration statement, will be validly issued, fully
paid, and non-assessable.
Consent is hereby given to the use of this opinion as part of
the Registration Statement.
Very truly yours,
SNELL & WILMER, L.L.P.
CONSENT OF INDEPENDENT ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated December 6, 1994, which appears on
page F-2 of MicroAge, Inc.'s Annual Report on Form 10-K for the year ended
October 30, 1994.
PRICE WATERHOUSE LLP
April 26, 1995
Phoenix, Arizona
FIRST AMENDMENT
TO THE
MICROAGE, INC.
1995 ASSOCIATE STOCK PURCHASE PLAN
Effective March 15, 1995, the stockholders of MicroAge, Inc. (the
"Company") approved the adoption of the MicroAge, Inc. 1995 Associate Stock
Purchase Plan (the "Plan"). By this instrument, the Company desires to amend the
Plan to provide that no fractional shares shall be purchased on behalf of a
participant under the Plan and to make certain other nonmaterial changes.
1. This Amendment shall amend only those Sections specified herein and
those Sections not amended hereby shall remain in full force and effect.
2. Section 6(a)(ii) of the Plan, is hereby amended and restated in its
entirety as follows:
(ii) Except as limited in (iii) below, the number of shares of
Stock that may be purchased upon exercise of the Purchase
Right for a Subscription Period will equal the number of whole
shares (excluding fractional shares) that can be purchased at
the purchase price specified in Section 6(c) with the
aggregate amount credited to the Participant's Cash Account as
of the Purchase Date.
3. Section 6(a)(iii)(A) of the Plan, is hereby amended and restated in
its entirety as follows:
(A) the number derived by dividing $12,500 by 100% of the Fair
Market Value of one share of Stock on the first day of the
Subscription Period, or
4. Section 6(c)(i) of the Plan, is hereby amended and restated in its
entirety as follows:
(i) the Fair Market Value of a share of Stock on the first day of
the Subscription Period or
5. Section 6(f) of the Plan is hereby amended and restated in its
entirety as follows:
(f) Excess Account Balances. If any amounts remain in a Cash Account
following a Purchase Date as a result of the limitations set forth in Section
6(a)(ii) or (iii), such amounts will be held in the Participant's Cash Account
to be applied to the purchase of whole shares of Stock for the next following
Subscription Period or otherwise repaid to a Participant under Section 7(b). In
no event shall an excess balance in a Participant's Cash Account be used to
purchase fractional shares of Stock.
6. Section 9(g) of the Plan is hereby amended and restated in its
entirety as follows:
(g) No Fractional Shares. Unless otherwise determined by the Board,
purchases of Stock under the Plan executed by the Custodian may not result in
the crediting of fractional shares of Stock to the Participant's Stock Account.
Fractional shares will not be issued by the Company, and certificates
representing fractional shares will not be delivered to Participants under any
circumstances.
7. Except as otherwise specifically provided herein, this First
Amendment shall be effective as of the effective date of the Plan, March 15,
1995.
