As filed with the Securities and Exchange Commission on December 22, 1997
Registration No. 333-___________
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 its charter)
Delaware 86-0321346
(State or other jurisdiction (I.R.S. Employer
of incorporation) Identification No.)
2400 South MicroAge Way, Tempe, Arizona, 85252-1896
(Address of Principal Executive Offices) (Zip Code)
MICROAGE, INC. 1997 LONG-TERM INCENTIVE PLAN
(Full title of the Plan)
James H. Domaz Copy to:
Corporate Counsel Matthew P. Feeney
MicroAge, Inc. SNELL & WILMER
2400 South MicroAge Way One Arizona Center
Tempe, Arizona 85282-1896 Phoenix, Arizona 85004-0001
(Name and address of agent for service)
(602) 804-2000
Telephone number, including area code, of agent for service)
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of Maximum Maximum
Securities Amount Offering Aggregate Amount of
To Be To Be Price Offering Registration
Registered Registered Per Share * Price * Fee
---------- ---------- ----------- --------- -------
Common Stock 2,000,000 $14.125 $28,250,000 $8,333.75
($.01 par value
per share)
- -------------------------
* Estimated solely for the purpose of calculating the amount of the
registration fee, pursuant to Rules 457(c) and 457(h) of the Securities Act
of 1933, on the basis of [the average of the high and low prices for shares
of Common Stock on December 16, 1997.]
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PART I
INFORMATION REQUIRED IN THE SECTION 10(A) PROSPECTUS
The documents containing the information specified in Part I, Items 1
and 2, will be delivered to employees in accordance with Form S-8 and Securities
Act Rule 428.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain 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 and are incorporated herein by reference:
1. Annual Report on Form 10-K for the fiscal year ended
November 3, 1996.
2. Quarterly Report on Form 10-Q for the fiscal quarter ended
February 2, 1997.
3. Quarterly Report on Form 10-Q for the fiscal quarter ended
May 4, 1997.
4. Quarterly Report on Form 10-Q for the fiscal quarter ended
August 3, 1997.
5. Form 8-K dated December 10, 1997.
6. 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 Registrant pursuant to
Sections 13(a), 13(c), 14 and 15(d) of the Securities Exchange Act of 1934,
prior to the filing of a post-effective amendment to this Registration Statement
which indicates that all securities offered 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 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 Directors and Officers.
------------------------------------------
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
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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
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supplement the protection provided in the registrant's Restated Certificate of
Incorporation, as amended, its By-Laws, and to fund certain payments that the
registrant may be required to make under any such provisions. 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).
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 to 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 (i) and (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
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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
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.
(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 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 of whether such
indemnification by it is against public policy as expressed in the Act and will
be governed by the final adjudication of such issue.
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SIGNATURES
The Registrant. 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 December
22, 1997.
MICROAGE, INC.
By: /s/ 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 additional amendments,
including post-effective amendments to this Registration Statement.
<TABLE>
<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
By: /s/ Jeffrey D. McKeever Director, Chairman of the Board, December 22, 1997
--------------------------------- Chief Executive Officer
Jeffrey D. McKeever (Principal Executive Officer)
By: /s/ Alan P. Hald Secretary December 22, 1997
---------------------------------
Alan P. Hald
By: /s/ William H. Mallender Director December 22, 1997
---------------------------------
William H. Mallender
By: /s/ Steven G. Mihaylo Director December 22, 1997
---------------------------------
Steven G. Mihaylo
By: /s/ Fred Israel Director December 22, 1997
---------------------------------
Fred Israel
By: /s/ Lynda M. Applegate Director December 22, 1997
---------------------------------
Lynda M. Applegate
By: /s/ Roy A. Herberger, Jr. Director December 22, 1997
---------------------------------
Roy A. Herberger, Jr.
By: /s/ James R. Daniel Senior Vice President and Chief December 22, 1997
--------------------------------- Financial Officer and Treasurer
James R. Daniel (Principal Financial Officer)
<PAGE>
By: /s/ Raymond L. Storck Vice President-Controller and December 22, 1997
-------------------------------- Assistant Treasurer (Principal
Raymond L. Storck Accounting Officer)
</TABLE>
<PAGE>
INDEX TO EXHIBITS
Page in Sequential Numbering
Numbering System in Manually
Signed Original on Which
Exhibit No. Description Exhibits May Be Found
- ----------- ----------- ----------------------------
5 Opinion of Snell & Wilmer
23.1 Consent of Price Waterhouse
23.2 Consent of Snell & Wilmer Included in Exhibit 5
24 Power of Attorney Included in signature page
EXHIBIT 5
December 22, 1997
MICROAGE, INC.
2400 South MicroAge Way
Tempe, AZ 85282
Ladies and Gentlemen:
Reference is made to your proposed offering pursuant to the MicroAge,
Inc. 1997 Long-Term Incentive Plan (the "Plan") of up to 2,000,000 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 December 22, 1997 (the "Registration
Statement"). It is our opinion that:
1. The Company has been duly organized and is validly existing as
a corporation under the laws of the State of Delaware.
2. The Plan Shares, when issued and sold in accordance with the
terms of the Plan, will be validly issued, fully paid, and
non-assessable.
In rendering this opinion, we have reviewed and relied upon such
documents and records of the Company as we have deemed necessary and have
assumed the following:
(i) the genuineness of all signatures and the authenticity of
documents submitted to us as originals, and the conformity to originals of all
documents submitted to us as copies;
(ii) the accuracy, completeness, and genuineness of all
representations and certifications with respect to factual matters, made to us
by officers of the Company and public officials; and
(iii) the accuracy and completeness of Company records.
The opinions expressed herein are limited solely to the laws of the
State of Delaware. We express no opinion on the laws of any other jurisdiction
or the applicability or effect of any such laws or principles.
The opinions expressed herein are based upon the law and other matters
in effect on the date hereof, and we assume no obligation to revise or
supplement this opinion should such law be
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changed by legislative action, judicial decision, or otherwise, or should any
facts or other matters upon which we have relied be changed.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement.
Very truly yours,
SNELL & WILMER L.L.P.
Consent of Independent Accountants
We hereby consent to the incorporation by reference in the Registration
Statement on Form S-8 of our report dated December 11, 1996 appearing in
MicroAge, Inc's Annual Report on Form 10-K for the fiscal year ended November 3,
1996.
PRICE WATERHOUSE LLP
Phoenix, Arizona
December 19, 1997
