Filed Pursuant to Rule 424(b)(3)
File No.: 333-62763
PROSPECTUS
164,475 SHARES
MICROAGE, INC.
COMMON STOCK
This Prospectus relates to the offer and sale by Robin Kennedy, Larry
H. Anderson, Barry Noebel, and Gloria Anderson ("Selling Stockholders") of an
aggregate of 164,475 shares of the Common Stock, $0.01 par value per share (the
"Common Stock"), of MicroAge, Inc., a Delaware corporation (the "Company"). The
Company will not receive any portion of the proceeds from the sale of the Common
Stock offered hereby. All expenses of registration incurred in connection with
this offering are being borne by the Company. The brokerage and other expenses
of sale incurred by the Selling Stockholders will be borne by the Selling
Stockholders. See "Plan of Distribution" and "Selling Stockholders."
The Company's Common Stock is traded on the Nasdaq Stock Market under
the symbol "MICA." As of September 17, 1998, the closing sale price for the
Common Stock, as reported by the Nasdaq Stock Market, was $13.25 per share.
------------------------
SEE "RISK FACTORS" BEGINNING ON PAGE 3 FOR A DISCUSSION OF CERTAIN
RISKS ASSOCIATED WITH THIS OFFERING.
------------------------
NEITHER THE SECURITIES AND EXCHANGE COMMISSION NOR ANY STATE SECURITIES
COMMISSION HAS APPROVED OR DISAPPROVED OF THESE SECURITIES OR
DETERMINED IF THIS PROSPECTUS IS TRUTHFUL OR COMPLETE. ANY
REPRESENTATION TO THE CONTRARY IS A CRIMINAL OFFENSE.
September 18, 1998
<PAGE>
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 "Commission"). The reports,
proxy statements, and other information filed by the Company with the Commission
may be inspected and copied at the public reference facilities maintained by the
Commission at 450 Fifth Street, N.W., Room 1024, Washington, D.C. 20549, and at
its regional offices located at 7 World Trade Center, 13th Floor, New York, New
York 10048, and Northwestern Atrium Center, 500 West Madison Street, Suite 1400,
Chicago, Illinois 60661. Copies of such material may be obtained from the Public
Reference Section of the Commission, 450 Fifth Street, N.W., Washington, D.C.
20549, at prescribed rates. The Commission maintains a World Wide Web site on
the Internet (http://www.sec.gov) that contains reports, proxy and information
statements, and other information regarding registrants, such as the Company,
that file electronically with the Commission. In addition, the Company's Common
Stock is traded on the Nasdaq Stock Market. Reports, proxy statements, and other
information filed by the Company are also available for inspection at the
offices of Nasdaq Stock Market, Reports Section, 1735 K Street, N.W.,
Washington, D.C. 20006.
This Prospectus constitutes a part of a registration statement on Form
S-3 (the "Registration Statement") that the Company has filed with the
Commission under the Securities Act of 1933, as amended (the "Securities Act").
As permitted by the rules and regulations of the Commission, this Prospectus
omits certain information contained in the Registration Statement and the
exhibits thereto and reference is hereby made to the Registration Statement and
related exhibits for further information with respect to the Company and the
Common Stock offered hereby. Statements contained in this Prospectus as to the
provisions of any document filed as an exhibit to the Registration Statement or
otherwise filed with the Commission are not necessarily complete and, in each
instance, reference is made to the copy of such document as so filed. Each such
statement is qualified in its entirety by such reference.
INFORMATION INCORPORATED BY REFERENCE
The following documents have been filed by the Company with the
Commission and are hereby incorporated by reference in this Prospectus: (i) the
Annual Report of the Company on Form 10-K, as amended, for the fiscal year ended
November 2, 1997, (ii) the Quarterly Report of the Company on Form 10-Q for the
fiscal quarter ended February 1, 1998, (iii) the Quarterly Report of the Company
on Form 10-Q for the fiscal quarter ended May 3, 1998, (iv) the Quarterly Report
of the Company on Form 10-Q for the fiscal quarter ended August 2, 1998, and (v)
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), dated February 24, 1989 (as amended on March
28, 1994 and December 30, 1994), and dated December 30, 1994. All other
documents and reports filed by the Company with the Commission pursuant to
Sections 13, 14, or 15(d) of the Exchange Act subsequent to the date of this
Prospectus and prior to the termination of this offering of the Common Stock
shall be deemed to be incorporated by reference in this Prospectus and to be
made a part hereof from their respective dates of filing.
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 Prospectus to the extent that a statement contained herein
or in any other subsequently filed document that is deemed to be incorporated by
reference herein modifies or supersedes such statement. Any such statement so
modified or superseded shall not be deemed, except as so modified or superseded,
to constitute a part of this Prospectus.
The Company will cause to be furnished without charge to each person,
including any beneficial owner, to whom this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all
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documents incorporated herein by reference (not including the exhibits to such
documents, unless such exhibits are specifically incorporated by reference in
the document which this Prospectus incorporates). Requests should be directed to
Investor Relations, MicroAge, Inc., 2400 South MicroAge Way, Tempe, Arizona
85282; telephone: (602) 366-2414.
RECENT DEVELOPMENTS
In February 1998, the Company initiated a plan to restructure the
Company into two independent businesses -- a distribution business operated
through a wholly-owned subsidiary, Pinacor, Inc. ("Pinacor") and an integration
business ("Integration"). These businesses now have separate management teams,
operate autonomously in their respective marketplaces, and contract with the
Company for a limited number of services, such as payroll processing, employee
benefits, and information services. In connection with the restructuring, the
Company recorded $5.6 million of restructuring and other one-time charges ($3.2
million, or $0.16 per share, after taxes) during the second quarter of fiscal
1998. For additional information, see "Management's Discussion and Analysis of
Financial Condition and Results of Operations" in Part 2 of the Company's Report
on Form 10-Q for the fiscal quarter ended May 3, 1998. In May 1998, the Company
announced that it had retained an investment banking firm to help explore
financial options for Pinacor designed to enhance shareholder value.
On August 18, 1998, the Company reported net income of $728,000 and
revenue of $1.4 billion for the third quarter ended August 2, 1998. Earnings per
share for the third quarter were $0.04 compared to a second quarter loss of
$0.27 per share.
RISK FACTORS
The purchase of the Common Stock offered hereby involves substantial
risk. The following matters, including those mentioned elsewhere, should be
considered carefully by a prospective investor in evaluating a purchase of the
Common Stock.
Intense Competition
The computer reseller industry is characterized by intense competition,
based primarily on product availability, price, speed of delivery, credit
availability, ability to tailor specific solutions to customer needs, quality
and breadth of product lines, service and post-sale support, and quality of
customer training. In addition, the Company faces competition in the recruitment
and retention of resellers. The Company's integration business (MicroAge
Integration Co.) competes for sales with numerous other competitors, including
(i) master resellers; (ii) direct resellers; (iii) wholesalers (resellers that
do not sell to end-users); (iv) vendors that sell directly to large purchasers;
and (v) parties that implement other sales methods, such as direct mail,
computer "superstores," and mass merchandisers. There can be no assurance that
the Company will not lose market share, or that it will not be forced in the
future to reduce its prices in response to the actions of its competitors and
thereby experience a reduction in its gross margins.
Narrow Margins
The Company has experienced low operating and gross profit margins
caused by intense price competition within its industry. Future operating and
gross profit margins may be adversely affected by market pressures, the
introduction of new Company initiatives, changes in revenue mix, the Company's
utilization of early payment discount opportunities, vendor pricing actions,
changes in supplier incentive funds, and other competitive and economic
pressures.
Dependence on Supplier Incentive Funds
The Company receives funds from certain suppliers which are earned
through marketing programs or meeting purchasing, sales, or other objectives
established by the supplier. There can be no assurance that these programs will
be continued by the suppliers. A substantial reduction in the supplier funds
available to the Company would have a material adverse effect on the Company's
business, financial condition, and results of operations.
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Product Supply; Dependence on Key Vendors
The computer reseller industry continues to experience product supply
shortages and customer order backlogs due to the inability of certain
manufacturers to supply certain products. In addition, certain vendors have
initiated new channels of distribution that increase competition for the
available product supply. There can be no assurance that vendors will be able to
maintain an adequate supply of products to fulfill all of the Company's customer
orders on a timely basis. Although the Company has not historically encountered
such conditions, the failure to obtain adequate product supplies, if competitors
were able to obtain them, could have a material adverse effect on the Company's
business, financial condition, and results of operations.
Three vendors of the Company each represented more than 10% of total
product sales for the fiscal year ended November 2, 1997. They were COMPAQ
Computer Corporation ("COMPAQ"), Hewlett-Packard Company ("Hewlett- Packard"),
and International Business Machines Corporation ("IBM"). In fiscal 1997, sales
of products from COMPAQ, Hewlett-Packard, and IBM represented 23%, 20%, and 14%,
respectively, of the Company's total product sales. During fiscal 1997 and
fiscal 1996, sales of these three manufacturers' products represented
approximately 57% and 56%, respectively, of the Company's revenue from product
sales.
The Company's agreements with these vendors generally are renewed
periodically and permit termination by the vendor without cause, generally upon
30 to 90 days' notice, depending on the vendor. In addition, the Company's
business is dependent upon price and related terms and product availability
provided by its key vendors. Although the Company considers its relationships
with COMPAQ, Hewlett-Packard, and IBM to be good, there can be no assurance that
these relationships will continue as presently in effect or that changes by one
or more of these key vendors in their volume discount schedules or other
marketing programs would not adversely affect the Company. Termination or
nonrenewal of the Company's agreements with COMPAQ, Hewlett-Packard, or IBM
would have a material adverse effect on the Company's business, financial
condition, and results of operations.
Potential Fluctuations in Quarterly Results
The Company's operating results may vary significantly from quarter to
quarter depending on certain factors, including, but not limited to, demand for
the Company's information technology products and services; the amount of
supplier incentive funds received by the Company (see "Dependence on Supplier
Incentive Funds" above); the results of acquired businesses; product
availability; competitive conditions; new product introductions; changes in
customer order patterns; and general economic conditions. In particular, the
Company's operating results are sensitive to changes in the mix of product and
service revenues, product margins, inventory adjustments, and interest rates.
Although the Company attempts to control its expense levels, these levels are
based, in part, on anticipated revenues. Therefore, the Company may not be able
to control spending in a timely manner to compensate for any unexpected revenue
shortfall. As a result, quarterly period-to-period comparisons of the Company's
financial results are not necessarily meaningful and should not be relied upon
as an indication of future performance. In addition, although the Company's
financial performance has not exhibited significant seasonality in the past, the
Company and the computer industry in general tend to follow a sales pattern with
peaks occurring near the end of the calendar year, due primarily to special
vendor promotions and year-end business purchases.
Risk of Declines in Inventory Value
The Company's business is subject to the risk that the value of its
inventory will be adversely affected by price reductions by suppliers or by
technological changes affecting the usefulness or desirability of the
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products comprising the inventory. It is the policy of most suppliers of the
Company's products to protect distributors such as the Company, who purchase
directly from such suppliers, from the loss in value of inventory due to
technological change or the supplier's price reductions. Under the terms of many
of the Company's distribution agreements, suppliers will credit the Company for
inventory losses resulting from the supplier's price reductions if the Company
complies with certain conditions. However, suppliers are taking steps to reduce
such price protection. The Company believes that it will be able to manage
inventories at levels which minimize the risk of non-protected price decreases,
but there can be no assurance that the losses from price reductions will not be
incurred. Such losses could have a material adverse effect on the Company's
business, financial condition, or results of operations. In addition, under many
of the Company's agreements, the Company has the right to return for credit or
exchange for other products a portion of the inventory items purchased, within a
designated period of time. Since the Company can return only a portion of its
inventory, the Company could be forced to liquidate nonreturnable aged inventory
at prices below the Company's cost. A supplier who elects to terminate a
distribution agreement may repurchase from the distributor the supplier's
products carried in the distributor's inventory. The industry practices
discussed above are sometimes not embodied in written agreements and do not
protect the Company in all cases from declines in inventory value. No assurance
can be given that such practices will continue, that unforeseen new product
developments will not materially adversely affect the Company, or that the
Company will be able to successfully manage its existing and future inventories.
The Company establishes reserves for estimated losses due to obsolete inventory
in the normal course of business. Historically, the Company has not experienced
losses due to obsolete inventory materially in excess of established inventory
reserves. However, significant declines in inventory value in excess of
established inventory reserves could have a material adverse effect on the
Company's business, financial condition, or results of operations.
No Assurance of Successful Acquisitions or Investments
The Company has acquired or invested in, and intends to acquire or
invest in, local or regional resellers to expand the Company's service offerings
and its reach into certain geographic areas. As a result, the Company is
continually evaluating potential acquisition and investment opportunities, which
may be material in size and scope. Any acquisitions or investments by the
Company may result in potentially dilutive issuances of equity securities, the
incurrence of additional debt, and amortization of expenses related to goodwill
and intangible assets, all of which could adversely effect the Company's
profitability. Acquisitions involve numerous risks, such as the diversion of the
attention of the Company's management from other business concerns, the entrance
of the Company into markets in which it has had no or only limited experience,
the integration of the acquired companies' management information systems with
those of the Company, and the potential loss of key employees of the acquired
companies, all of which could have a material adverse effect on the Company's
business, financial condition, or results of operations.
Capital Intensive Nature of Business
The Company's business requires significant levels of capital to
finance accounts receivable and product inventory that is not financed by trade
creditors. The Company has financed its growth and cash needs to date primarily
through working capital financing facilities, bank credit lines, common stock
offerings, and cash generated from operations. The primary uses of cash have
been to fund increases in inventory and accounts receivable resulting from
increased sales. If the Company is successful in achieving continued revenue
growth, its working capital requirements will continue to increase.
The Company maintains three primary financing agreements (the
"Financing Agreements") with an aggregate borrowing capacity of $800 million.
The Financing Agreements expire in August 2000, but any of the Financing
Agreements may be terminated 90 days after either party gives the other party
notice of termination. At May 3, 1998, the Company had approximately $457
million outstanding under the Financing Agreements. Of the $800 million of
borrowing capacity represented by the Financing Agreements, $343 million
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was unused as of May 3, 1998. Utilization of the unused $343 million is
dependent upon, among other things, the Company's collateral availability at the
time the funds would be needed.
Borrowings under the Financing Agreements are secured by substantially
all of the Company's assets, and the Financing Agreements contain certain
restrictive covenants, including working capital and tangible net worth
requirements and ratios of debt to tangible net worth and current assets to
current liabilities. At May 3, 1998, the Company was in compliance with these
covenants.
The unavailability of a significant portion of, or the loss of, the
Financing Agreements or trade credit from vendors would have a material adverse
effect on the Company's business, financial condition, and results of
operations. There can be no assurance that the Company will be able to borrow
adequate amounts on terms acceptable to the Company.
Dependence on Information Systems
The Company depends on a variety of information systems for its
operations, particularly its centralized information processing system which
supports, among other things, inventory management, order processing, shipping,
receiving, and accounting. Although the Company has not in the past experienced
significant failures or down time of its centralized information processing
system or any of its other information systems, any such failure or significant
down time could prevent the Company from taking customer orders, printing
product pick-lists, and/or shipping product and could prevent customers from
accessing price and product availability information from the Company. In such
event, the Company could be at a severe disadvantage in determining appropriate
product pricing or the adequacy of inventory levels or in reacting to rapidly
changing market conditions. A failure of the Company's information systems which
impacts any of these functions could have a material adverse effect on the
Company's business, financial condition, or results of operations. In addition,
the inability of the Company to attract and retain the highly-skilled personnel
required to implement, maintain, and operate its centralized information
processing system and the Company's other information systems could have a
material adverse effect on the Company's business, financial condition, or
results of operations. In order to react to changing market conditions, the
Company must continuously expand and improve its centralized information
processing system and its other information systems. There can be no assurance
that the Company's information systems will not fail, that the Company will be
able to attract and retain qualified personnel necessary for the operation of
such systems, or that the Company will be able to expand and improve its
information systems.
Year 2000 Issues
Many currently installed computer systems and software products,
including several used by the Company, are coded to accept only two digit
entries in the date code field. Beginning in the year 2000, these date code
fields will need to accept four digit entries to distinguish 21st century dates
from 20th century dates. Therefore, the Company's date critical functions
related to the year 2000 and beyond, such as sales, distribution, purchasing,
inventory control, merchandise, planning and replenishment, facilities, and
financial systems may be adversely affected unless these computer systems are or
become year 2000 compliant. The Company began work several years ago to prepare
its computer-based systems for the year 2000 and is utilizing both internal and
external resources to identify, correct, or reprogram, and test its systems for
year 2000 compliance. The Company is in the final stages of implementing the
required changes to its internal computer systems and has recently begun a
review of the computer systems used in recently acquired businesses and
operations. The Company continues to evaluate the estimated costs associated
with these efforts based on actual experience and does not expect the future
costs of resolving its internal year 2000 issues to materially exceed the year
2000 related costs incurred in recent years. However, no assurance can be given
that the Company's computer systems will be year 2000 compliant in a timely
manner or that the Company will not incur significant additional expenses
pursuing year 2000 compliance. Furthermore, even if the Company's
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systems are year 2000 compliant, there can be no assurance that the Company will
not be adversely affected by the failure of others to become year 2000 compliant
or by the failure of the Company's vendors to provide year 2000 compliant
products for resale or configuration by the Company. For example, the Company
may be adversely affected by, among other things, warranty and other claims made
by the Company's customers related to product failures caused by the year 2000
problem, the disruption or inaccuracy of data provided to the Company by
non-year 2000 compliant third parties, and the failure of the Company's service
providers, such as security, data processing, and independent shipping companies
to become year 2000 compliant. In an effort to evaluate and reduce its exposure
in this area, the Company has inquired of its vendors and other partners about
their progress in identifying and addressing problems that their computer
systems may face in correctly processing date information related to the year
2000. In particular, the Company has obtained written statements from a
substantial majority of its suppliers that certain of their products are year
2000 compliant, can be upgraded to meet year 2000 demands, or do not affect
"date sensitive" information. However, despite the Company's efforts to date,
there can be no assurance that the year 2000 problem will not have a material
adverse effect on the Company in the future.
Dependence on Independent Shipping Companies
The Company relies almost entirely on arrangements with independent
shipping companies for the delivery of its products. Products are shipped from
suppliers to the Company through a variety of independent common carriers.
Currently, United Parcel Service ("UPS") delivers a majority of the Company's
products to its customers. The termination of the Company's arrangements with
UPS or other independent shipping companies, or the failure or inability of one
or more of these independent shipping companies to deliver products from
suppliers to the Company, or products from the Company to its customers could
have a material adverse effect on the Company's business, financial condition,
or results of operations. For instance, an employee work stoppage or slow- down
at one or more of these independent shipping companies could materially impair
that shipping company's ability to perform the services required by the Company.
There can be no assurance that the services of any of these independent shipping
companies will continue to be available to the Company on terms as favorable as
those currently available or that these companies will choose or be able to
perform their required shipping services for the Company.
Technological Change
The Company's industry is subject to rapid technological change, new
and enhanced product specification requirements, and evolving industry
standards. These changes may cause inventory and stock to decline substantially
in value or to become obsolete. In addition, suppliers may give the Company
limited or no access to new products being introduced. Although the Company
believes that it has adequate price protection and other arrangements with its
suppliers to avoid bearing the costs associated with these changes, no assurance
can be given that future technological or other changes will not have a material
adverse effect on the Company's business, financial condition, or results of
operations. See "Risk of Declines in Inventory Value."
Possible Volatility of Stock Price
The market price of the Common Stock could be subject to wide
fluctuations in response to quarterly variations in the Company's results of
operations, changes in earnings estimates by research analysts, conditions in
the computer industry, or general market or economic conditions, among other
factors. In addition, in recent years the stock market has experienced
significant price and volume fluctuations. These fluctuations have had a
substantial effect on the market prices of many technology companies, often
unrelated to the operating performance of the specific companies. Such market
fluctuations could materially adversely affect the market price for the Common
Stock.
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USE OF PROCEEDS
All 164,475 shares of Common Stock offered hereby are being offered by
the Selling Stockholders. The Company will not receive any proceeds from the
sale of Common Stock by the Selling Stockholders.
SELLING STOCKHOLDERS
On August 4, 1998, MicroAge Integration Co., a wholly-owned subsidiary
of the Company ("Integration"), purchased all of the issued and outstanding
shares of capital stock of Centric Resources, Inc. ("Centric") pursuant to a
Stock Purchase Agreement, dated August 4, 1998 between Integration, Robin
Kennedy, Larry H. Anderson, Barry Noebel, and Gloria Anderson. At the time of
the Agreement, Robin Kennedy, Larry H. Anderson, Barry Noebel, and Gloria
Anderson (the "Selling Stockholders") owned all of the issued and outstanding
shares of the capital stock of Centric. Centric was one of the Company's
resellers and purchased the Company's products for resale to its customers. As a
result of the Agreement, Centric became an indirect wholly-owned subsidiary of
the Company through Integration's acquisition of the Selling Stockholders'
shares of Centric common stock for 164,475 shares of the Company's Common Stock.
Under the Agreement, the Company is required to register for public sale those
shares of Common Stock issued to the Selling Stockholders. This Prospectus is a
part of the Registration Statement filed by the Company in order to satisfy this
requirement. In addition, in connection with the Agreement, the Company entered
into Employment Agreements with Robin Kennedy and Barry Noebel.
The following table provides certain information with respect to the
Common Stock owned by the Selling Stockholders as of the date hereof.
<TABLE>
<CAPTION>
No. of Shares Percentage of
of Common Percentage of No. of Shares of Common Stock
Stock Owned Common Stock No. of Shares Common Stock Owned After
Prior to the Owned Prior to of Common Owned After the
Selling Stockholder Offering Offering (1) Stock Offered the Offering (2) Offering (2)
- ------------------- -------- ------------ ------------- ---------------- ------------
<S> <C> <C> <C>
Robin Kennedy 65,790 * 65,790 0 *
Larry H. Anderson 42,790 * 41,119 1,671 *
Barry Noebel 32,895 * 32,895 0 *
Gloria Anderson 24,671 * 24,671 0 *
------- ------ ------ ----- ------
166,146 * 164,475 1,671 *
</TABLE>
- ----------
* The number of shares of Common Stock is less than 1%.
(1) Includes all shares of Common Stock beneficially owned by the Selling
Stockholders as a percentage of the 20,162,233 shares of Common Stock
outstanding at September 14, 1998.
(2) Assumes that Selling Stockholders dispose of all the shares of Common
Stock covered by this Prospectus and do not acquire any additional shares
of Common Stock.
PLAN OF DISTRIBUTION
This Prospectus relates to the sale of 164,475 shares of Common Stock
by the Selling Stockholders. The Company has been advised by each Selling
Stockholder that each Selling Stockholder expects to offer his or her Common
Stock to or through brokers and dealers and underwriters to be selected by the
Selling Stockholder from time to time. In addition, the Common Stock may be
offered for sale through the Nasdaq Stock Market, through a market maker, in one
or more private transactions, or a combination of such methods of sale, at
prices and on terms then prevailing, at prices related to such prices, or at
negotiated prices. Each Selling Stockholder may pledge all or a portion of the
Common Stock owned by him or her as collateral in loan transactions. Upon
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default by any such Selling Stockholder, the pledgee in such loan transaction
would have the same rights of sale as such Selling Stockholder under this
Prospectus. Each Selling Stockholder also may enter into exchange traded listed
option transactions which require the delivery of the Common Stock listed
hereunder. Each Selling Stockholder may also transfer Common Stock owned by him
or her in other ways not involving market makers or established trading markets,
including directly by gift, distribution, or other transfer without
consideration, and upon any such transfer the transferee would have the same
rights of sale as such Selling Stockholder under this Prospectus. In addition,
any securities covered by this Prospectus which qualify for sale pursuant to
Rule 144 of the Securities Act of 1933, as amended (the "1933 Act"), may be sold
under Rule 144 rather than pursuant to this Prospectus. Finally, each Selling
Stockholder and any brokers and dealers through whom sales of the Common Stock
are made may be deemed to be "underwriters" within the meaning of the 1933 Act,
and the commissions or discounts and other compensation paid to such persons may
be regarded as underwriters' compensation.
The Company will pay all of the expenses incident to the registration
of the Common Stock offered hereby, other than commissions and selling expenses
with respect to the Common Stock being sold by the Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby will be passed upon for
the Company by Snell & Wilmer L.L.P., One Arizona Center, Phoenix, Arizona
85004.
EXPERTS
The consolidated financial statements incorporated in this Prospectus
by reference to the Annual Report on Form 10-K of MicroAge, Inc. for the fiscal
year ended November 2, 1997 have been so incorporated in reliance on the report
of PricewaterhouseCoopers LLP, independent accountants, given on the authority
of such firm as experts in auditing and accounting.
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No dealer, sales person, or other
person has been authorized in
connection with this offering to
give any information or to make any
representations other than those MICROAGE, INC
contained in this Prospectus and, if
given or made, such information or
representations must not be relied 164,475
upon as having been authorized by
the Company. Neither the delivery of Shares
this Prospectus nor any sale made of
hereunder shall, under any Common Stock
circumstances, create any
implication that there has been no
change in the affairs of the Company
since the date hereof or that the
information contained herein is
correct as of any date subsequent to
the date hereof. This Prospectus
does not constitute an offer of the
securities offered hereby by anyone
in any jurisdiction in which it is
unlawful to make such offer of
solicitation.
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TABLE OF CONTENTS
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PROSPECTUS
Page -------------------------
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Available Information............2
Information Incorporated by
Reference.......................2
Recent Developments..............3
Risk Factors.....................3
Use of Proceeds..................8
Selling Stockholders.............8
Plan of Distribution.............8
Legal Matters....................9
Experts..........................9
September 18, 1998
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