As filed with the Securities and Exchange Commission on October 17, 1996
Registration Statement No. 333-
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
INACOM CORP.
(Exact name of registrant as specified in its charter)
DELAWARE 47-0681813
(State or other jurisdiction of (IRS Employer Identification Number)
incorporation or organization)
10810 FARNAM DRIVE
OMAHA, NEBRASKA 68154
(402) 392-3900
(Address, including zip code, and telephone number, including area code,
of registrant's principal executive offices)
DAVID C. GUENTHNER
10810 FARNAM DRIVE
OMAHA, NEBRASKA 68154
(Name, address, including zip code, and telephone number,
including area code, of agent for service
----------------------
Copies to:
DAVID L. HEFFLINGER
MCGRATH, NORTH, MULLIN & KRATZ, P.C.
SUITE 1400
ONE CENTRAL PARK PLAZA
OMAHA, NE 68102
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this registration statement. If the
securities being registered on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. |_|
If any of the securities being registered on this Form are being offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, other than securities offered only in connection with dividend or interest
reinvestment plans, check the following box. /x/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. |_|
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. |_|
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. |_|
<TABLE>
CALCULATION OF REGISTRATION FEE
====================================================================================================================================
Title of each class of Amount to be Proposed maximum Proposed maximum Amount of
securities to be registered registered offering price per unit aggregate offering price(1) Registration Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.10 par value)..... 327,495 $31.56 $10,335,742 $3,132
====================================================================================================================================
- ----------
(1) Estimated for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as
amended, on the basis of the average of the high and low prices
per share as reported on the Nasdaq National Market on October 10,
1996.
</TABLE>
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
327,495 SHARES OF
INACOM CORP.
COMMON STOCK
($.10 PAR VALUE)
-------------------
All 327,495 shares (the "Common Stock") may be offered for sale from
time to time by and for the account of certain stockholders (the "Selling
Stockholders") of InaCom Corp. ("InaCom" or the "Company") or by pledgees,
donees, transferees or other successors in interest of such Selling
Stockholders. See "Selling Stockholders". Such sales may be made on the Nasdaq
National Market, on one or more exchanges, in the over-the-counter market or
otherwise, at prices and at terms then prevailing, at prices related to the then
current market price or in negotiated transactions. See "Plan of Distribution".
InaCom will not receive any of the proceeds of the sale of the Common
Stock. All expenses relating to the distribution of the Common Stock are to be
borne by InaCom, other than selling commissions and fees and expenses of counsel
and other representatives of the Selling Stockholders. On October __, 1996, the
last reported sale price of the Common Stock on the Nasdaq National Market was
$______ per share.
- --------------------------------------------------------------------------------
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
COMMISSION PASSED UPON THE ACCURACY OR ADEQUACY OF THIS
PROSPECTUS. ANY REPRESENTATION TO THE CONTRARY IS
A CRIMINAL OFFENSE.
-----------------------------------------------------
October __, 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 "Commission"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at Room 1024, Judiciary Plaza,
450 Fifth Street, N.W., Washington, D.C. and at the Commission's regional
offices at 75 Park Place, New York, New York 10007 and Northwest Atrium Center,
500 West Madison Street, Suite 1400, Chicago, Illinois 60661. Copies of such
material also can be obtained at prescribed rates by writing to the Public
Reference Section of the Commission at 450 Fifth Street, N.W., Washington, D.C.
20549. In addition, such reports, proxy statements and other information
concerning the Company may be inspected at the offices of the National
Association of Securities Dealers, Inc., 1735 K Street, N.W., Washington, D.C.
20006-1506. The Commission maintains a World Wide Web site that contains
reports, proxy and information statements and other information regarding
registrants that file electronically with the Commission. The address of the
site is http://www.sec.gov.
The Company has filed a registration statement on Form S-3 (together
with all amendments and exhibits filed or to be filed in connection therewith,
the "Registration Statement") under the Securities Act of 1933 (the "Securities
Act") with respect to the Common Stock offered hereby. This Prospectus does not
contain all the information set forth in the Registration Statement, certain
parts of which are omitted in accordance with the rules and regulations of the
Commission. Statements contained or incorporated by reference herein concerning
the provisions of documents are necessarily summaries of such documents, and
each statement is qualified in its entirety by reference to the copy of the
applicable document filed with the Commission.
INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents filed by the Company with the Commission
pursuant to the Exchange Act are hereby incorporated by reference: (i) Annual
Report on Form 10-K for the fiscal year ended December 30, 1995; (ii) Quarterly
Reports on Form 10-Q for the quarters ended March 30, 1996 and June 29, 1996,
(iii) Current Report on Form 8-K dated June 19, 1996, and (iv) Proxy Statement
for the Annual Meeting of Stockholders held on April 18, 1996.
All documents filed by the Company pursuant to Sections 13(a), 13(c),
14 or 15(d) of the Exchange Act subsequent to the date of this Prospectus and
prior to the termination of the offering of the Common Stock shall be deemed to
be incorporated by reference into this Prospectus 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 Prospectus to the extent that a
statement contained herein or in any other subsequently filed document which is
or 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 provide without charge to each person, including any
beneficial owner, to whom a copy of this Prospectus is delivered, upon the
written or oral request of such person, a copy of any and all of the documents
incorporated herein by reference (not including the exhibits to such documents,
unless such exhibits are specifically incorporated by reference in such
documents). Requests for such copies should be directed to David C. Guenthner,
Chief Financial Officer, InaCom Corp., 10810 Farnam Drive, Omaha, Nebraska
68154, Telephone:
(402) 392-3900.
---------------
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RISK FACTORS
PROSPECTIVE INVESTORS SHOULD CAREFULLY CONSIDER THE SPECIFIC RISK
FACTORS SET FORTH BELOW AS WELL AS THE OTHER INFORMATION CONTAINED IN THIS
PROSPECTUS BEFORE DECIDING TO INVEST IN THE COMMON STOCK. THIS PROSPECTUS
CONTAINS CERTAIN FORWARD-LOOKING STATEMENTS AND INFORMATION RELATING TO THE
COMPANY THAT ARE BASED ON THE BELIEFS OF COMPANY MANAGEMENT AS WELL AS
ASSUMPTIONS MADE BY AND INFORMATION CURRENTLY AVAILABLE TO COMPANY MANAGEMENT.
SUCH STATEMENTS REFLECT THE CURRENT VIEW OF THE COMPANY WITH RESPECT TO FUTURE
EVENTS AND ARE SUBJECT TO CERTAIN RISKS, UNCERTAINTIES AND ASSUMPTIONS,
INCLUDING THE RISK FACTORS DESCRIBED IN THIS PROSPECTUS. SHOULD ONE OR MORE OF
THESE RISKS OR UNCERTAINTIES MATERIALIZE, OR SHOULD UNDERLYING ASSUMPTIONS PROVE
INCORRECT, ACTUAL RESULTS MAY VARY MATERIALLY FROM THOSE DESCRIBED HEREIN AS
BELIEVED, ESTIMATED OR EXPECTED.
DEPENDENCE UPON KEY VENDORS
The Company's business is dependent in large measure upon its
relationship with key vendors. A substantial portion of the Company's computer
products revenue is derived from the sales of the products of key vendors,
including IBM, COMPAQ, and Hewlett-Packard. A substantial portion of the
Company's communications products and services revenue is derived from the sales
of products of other key vendors, including products from Lucent Technologies
and services from AT&T. Although the Company considers its relationships with
its key vendors to be good, there can be no assurance that these relationships
will continue as presently in effect or that changes in marketing by one or more
such key vendors and other suppliers would not adversely affect the Company. The
Company's agreements with these vendors are on a non-exclusive basis and may be
terminated by the vendors on notice typically ranging from 30 to 90 days.
Termination of, or a material change to, or a nonrenewal of the Company's
agreements with IBM, COMPAQ, Hewlett-Packard, Lucent Technologies or AT&T, a
material decrease in the level of marketing development programs offered by
computer vendors, or an insufficient or interrupted supply of vendors' product
would have a material adverse effect on the Company's business. See "Business
Computer Products Sourcing - Vendors."
IMPACT OF VENDOR INCENTIVE FUNDS
The key vendors of the Company provide various incentives for promoting
and marketing their product offerings. Funds received by the Company are based
either on the sales of the vendor's products through the independent reseller
and Company-owned channels, or on the Company's purchases from the respective
vendor. The three major forms of vendor incentives received by the Company are
coop funds, market development funds and vendor rebates. The funds are earned
through performance of specific marketing programs or upon completion of
objectives outlined by the vendors. These funds from the Company's primary
vendors typically range from 1% to 3% of purchases by the Company. A material
decrease in the level of vendor incentive funding would have a material adverse
effect on the Company's business. See "Business - Computer Products Sourcing -
Vendors."
INVENTORY MANAGEMENT RISKS
The personal computer industry is characterized by rapid product
improvement and technological change resulting in relatively short product life
cycles and rapid product obsolescence, which can place inventory at considerable
valuation risk. The Company's suppliers generally provide price protection
intended to reduce the risk of inventory devaluation. There can be no assurance
that vendors will continue such policies or that unforeseen new product
developments and related inventory obsolescence will not materially adversely
affect the Company's business.
FUNDING REQUIREMENTS; INTEREST RATE SENSITIVITY
The Company's business requires significant working capital to finance
product inventory and accounts receivable. The Company has funded its working
capital requirements through a working capital financing agreement involving
sale of receivables, a revolving credit facility and private placement notes.
There can be no assurance that the existing creditors will continue to finance
the Company's operations at levels that are adequate
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<PAGE>
or at all. The borrowings under these agreements bear a floating rate of
interest. The Company's operating results are highly sensitive to changes in the
interest rate. Such a change in the interest rate could have a material adverse
effect on the Company's business. There can be no assurance that sufficient
equity or debt financing will be available on terms acceptable to the Company or
that the Company will be able to refinance its existing indebtedness. The
inability of the Company to refinance its existing indebtedness or to obtain a
sufficient amount of alternative financing would have a material adverse effect
on the Company's business.
DEPENDENCE UPON KEY MANAGEMENT AND TECHNICAL PERSONNEL
The Company's success depends to a significant extent on its ability to
attract and retain key personnel. The Company is particularly dependent on its
senior management team and technical personnel. The Company's strategy for
growth in the sale of computer services and communication services depends on
its ability to attract and retain qualified technical personnel, including
systems engineers and communications specialists. Competition for technical
personnel is intense and no assurance can be given that the Company will be able
to recruit and retain such personnel. The failure to recruit and retain senior
management and technical personnel could have a material adverse effect on the
Company's business.
ACQUISITIONS
The Company's strategy includes effecting acquisitions and strategic
relationships in selected geographic market and service areas. Acquisitions
involve a number of special risks, including the incorporation of acquired
products and services into the Company's offerings, the potential loss of key
employees of the acquired business and the valuation of the acquired business.
The Company expects to issue equity securities to consummate certain
acquisitions, which may cause dilution to investors acquiring Common Stock. No
assurance can be given that the Company will have adequate resources to
consummate acquisitions or that any such acquisitions will be successful in
enhancing the Company's business.
PROPRIETARY DISTRIBUTION CAPABILITIES
The Company relies upon its proprietary distribution processes,
including Vision, Vista and Direct Express to provide it with a competitive
advantage. The Company seeks to protect these proprietary product procurement
processes. However, it is possible for third parties to replicate aspects of the
Company's software, systems and processes or to obtain and use information
similar to that which the Company regards as proprietary. No assurance can be
given that the protective measures taken by the Company will be sufficient to
preclude competitors from developing competing or similar proprietary software,
systems and processes. See "Business - Computer Services."
OPERATING MARGIN RISKS
Gross margins from the sale of computer products have been declining
for several years as a result of computer product price reductions and intense
competition. The Company has responded with attempts to control operating costs
and with an expansion of sales of higher margin computer services and
communications services. See "Business - Strategy." There can be no assurance
that gross margins for computer products will not continue to decline or that
the Company will be successful in controlling operating costs. Furthermore,
there can be no assurance that gross margins for computer services and
communications services will not also decline or that the Company will be able
to successfully grow and compete in such service markets.
COMPETITION
All aspects of the technology management services industry are highly
competitive. The Company's distribution network competes for potential clients,
including national accounts, with numerous other resellers and distributors.
Several computer manufacturers have expanded their channels of distribution,
pricing and product positioning and compete with the Company's distribution
network for potential clients. Additionally, several computer manufacturers
during 1994 lessened or eliminated requirements upon independent resellers to
purchase
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products from a single source resulting in "open sourcing" of their products;
previously, such manufacturers had typically required independent resellers
having contractual relationships with the Company to purchase their products
from the Company. Other competitors operate mail-order or discount stores
offering clones of major vendor products. The Company also competes with other
computer technology sellers in the recruitment and retention of franchisees and
independently-owned resellers. The Company competes in the computer services
division with a large number of service providers, including IBM through ISSC,
Andersen Consulting, EDS and Vanstar. Competition in the communications products
and services division is also intense, and includes entities which are also
significant vendors of the Company, such as Lucent Technologies and AT&T.
Certain competitors and manufacturers are substantially larger than the Company
and may have greater financial, technical, service and marketing resources. The
level of future sales and earnings achieved by the Company in any period may be
adversely affected by a number of competitive factors, including an increase in
direct sales by vendors to independent resellers and/or clients and increased
computer client preference for mail-order or discount store purchases of clones
of major vendor products. See "Business - Competition."
CERTAIN ANTI-TAKEOVER EFFECTS
Certain provisions of the Company's Certificate of Incorporation and
Delaware law may be deemed to have anti-takeover effects. The Company's
Certificate of Incorporation provides that the Board of Directors may issue
additional shares of Common Stock or establish one or more classes or a series
of Preferred Stock with such designations, relative voting rights, dividend
rights, liquidation and other rights that the Board of Directors fixes without
stockholder approval. In addition, the Company is subject to the anti-takeover
provisions of Section 203 of the Delaware General Corporation Law which
prohibits a publicly-held Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless the business combination is approved in a prescribed manner.
See "Description of Capital Stock - Preferred Stock" and "Description of Capital
Stock - Section 203 of the Delaware General Corporation Law."
BUSINESS
GENERAL
InaCom is a leading provider of technology management services to the
end-user business client. The Company sells computer services, computer
products, and communication products and services to a targeted client base
consisting primarily of large and medium-sized corporate clients. InaCom's
products and services are offered both independently and in conjunction with one
another, thereby enabling the Company to provide a broad range of tailored
solutions to meet specific client needs. The Company is a single source,
long-term provider of products and services designed to help businesses optimize
information technology investments and control ongoing costs throughout the life
cycle of the client's technology systems.
TECHNOLOGY MANAGEMENT SERVICES
The Company provides a broad range of services and products which help
businesses manage the increasing complexity of information technology within
their organizations. The Company's services range from basic product sourcing to
complete life cycle management whereby the Company handles all aspects of
product procurement, configuration, distribution, integration, maintenance,
upgrades and end-of-life disposal.
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COMPUTER PRODUCTS SOURCING
Computer products include microcomputers, workstations, servers,
monitors, printers and operating systems software. The Company currently
distributes computer products for leading vendors such as IBM, COMPAQ,
Hewlett-Packard, Toshiba, Apple, NEC, Epson, Okidata, Lexmark, NCR, Novell,
Banyan, Microsoft, Oracle, 3Com, SynOptics, SCO and Network General. The Company
believes it is one of IBM's largest customers on a world-wide basis. Sales of
computer products accounted for 93.0% of the Company's revenues and 46.3% of the
Company's earnings in 1995.
PROCUREMENT. Procurement involves all activities which precede transfer
of item ownership, including: business processes for purchase forecasting; needs
analysis; product specification and requisitions; purchase order management;
order processing, tracking, and status reporting; financing; "build to order;"
shipment tracking; order receiving, lost item tracking; order invoicing and
invoice payments; and acceptance. As a result of its quantity purchasing
capability, the Company generally obtains volume discounts from its vendors,
enabling it to sell products on a more favorable basis than clients could attain
on their own. The Company's advanced distribution and configuration capabilities
allow the Company to fully configure (add enhancement boards, networking
products and software, and test the complete system) and ship products directly
to an end-user client. The Company believes it has a competitive advantage in
providing procurement services through the use of the Company's proprietary
Vision, Vista and Direct Express systems.
o Vision -- The Company's Vision 2000 software is an automated
catalog and configurator which allows a business client to
obtain product information from the client's desk top
computer. The client can determine product and specific
feature availability, product pricing and maintenance pricing
and can also determine component compatibility to configure
the client's systems.
o Vista -- The Company's Vista software enables a business
client to enter orders directly from the client's desk top
computer, track the order status from placement through
delivery, and obtain inventory, credit and cash flow
management information.
o Direct Express -- The Company's Direct Express delivery
program reduces the number of steps in the distribution
process by shipping products directly to the address selected
by the business client.
DISTRIBUTION NETWORK. Computer products are sold through a distribution
network of more than 950 business centers located throughout the United States.
The Company has international affiliations in Europe, Asia, Central and South
America, Canada and Mexico in order to satisfy the technology management needs
of its multinational clients.
The Company's direct sales force in the Company-owned stores enables
the Company to establish relationships with major corporate clients for purposes
of marketing the Company's technology management services and communication
products and services. Through its indirect division, the Company resells
products on a wholesale basis to a large base of franchisees, independent
dealers and value-added resellers and receives a mark-up fee or, in some cases,
a royalty.
VENDORS. The Company has negotiated purchase arrangements, including
price, delivery, training and support, directly with most major vendors. The
Company's extensive vendor relationships allows it to offer over 35,000 products
in providing multiple vendor solutions to its business client's needs. During
the fiscal year ended December 30, 1995, sales of IBM, COMPAQ and
Hewlett-Packard products accounted for approximately 22%, 20% and 15%,
respectively, of the Company's revenues. The Company's agreements with its
vendors are generally on a non-exclusive basis and may be terminated by the
vendors on notice typically ranging from 30 to 90 days.
The agreements with vendors generally contain provisions with respect
to product cost, price protection, returns and product allocations; the Company
is entitled to price protection with all major vendors on eligible
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products in the Company's inventory in the event of vendor price reductions.
Certain vendors also sponsor payment programs with several financial service
organizations to facilitate product sales through the business centers. In
addition, the primary vendors of the Company provide various incentives for
promoting and marketing their product offerings. Funds received by the Company
are based either on the sales of the vendor's products through the independent
reseller and Company-owned channels, or on the Company's purchases from the
respective vendor. These funds from the Company's primary vendors typically
range from 1% to 3% of purchases. The funds are earned through performance of
specific marketing programs or upon completion of objectives outlined by the
vendors. The three major forms of vendor incentives received by the Company are
cooperative funds, market development funds and vendor rebates. Coop funds are
earned based upon the sale of the vendor's products and generally must be
utilized to offset the costs associated with advertising and promotion pursuant
to programs established by the respective vendor. Market development funds are
earned based upon the Company's purchases from the vendor and generally must be
used for market development activities approved by the respective vendor. Vendor
rebates are based upon the Company attaining purchase volume targets established
with the vendor. Rebates generally can be used at the Company's discretion.
COMMUNICATION PRODUCTS SOURCING
Communication products and services include phone systems, voice mail,
voice processing, data network equipment, multiple small office/home office
offerings and maintenance. The Company also offers network services including
long distance, 800 service, calling cards, wide area value-added data
networking, video conferencing and cellular communications. Communication
products and services accounted for 2.7% of the Company's revenues and 8.7% of
the Company's earnings in 1995.
DISTRIBUTION NETWORK. Communication products and services are provided
through a network of 15 direct sales offices and contractual relationships with
approximately 100 dealers.
VENDORS. The products of Lucent Technologies and the services of AT&T
constitute approximately 90% of the voice and data systems sold by the Company.
The Company believes it is one of the nation's largest independent resellers of
Lucent Technologies business products and services.
COMPUTER SERVICES
The Company has developed a broad range of life cycle management
computer services to help its business clients manage the ever increasing
complexity of information technology. These services generally have higher gross
margins than procurement services. These services include logistics services,
support services, system integration services, and professional management
services and can be purchased individually or as components of a complete
package. The Company intends continually to add new services to further assist
its business clients with the management of information technology. Computer
services generated 4.3% of the Company's revenues and 45.0% of the Company's
earnings in 1995.
LOGISTICS SERVICES. Logistics services include those basic services
associated with the distribution of computer hardware and software to the
end-user client. These services include product configuration in which the
Company installs and tests the particular software and peripherals required by
the client, direct shipment of products to one or more locations for the client
and special order handling, such as electronic order entry and the management of
client-owned inventory.
SUPPORT SERVICES. Support services include leasing, providing demo
equipment, help desk, training, maintenance, and installation for computers,
communication equipment and network cabling. The Company provides extensive
services which assist both its independent reseller and end-user clients manage
ongoing support and training including help desk management and on-site and
remote training classes. Help desk services include total call center
management, call receipt, classification and problem diagnosis, problem
resolution or dispatch, and performance monitoring. The Company offers a
toll-free hotline to professionals that manage computer networks using operating
systems from a number of leading vendors including Novell, Banyan, Microsoft,
IBM, Apple and
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SCO. The Company's program of hardware maintenance, installation and support
provides clients with options ranging from depot repair to on-site "break and
fix" support and service coverage at multiple locations and is supported by a
central service dispatch and service call tracking organizations.
SYSTEM INTEGRATION SERVICES. System integration services include
systems design and consulting which help clients design a system and select
products that are appropriate for their specific needs and project planning and
management services. These services permit the Company to assist a client in the
actual implementation of a system, and system management services in which the
Company works with a client to implement all aspects of network management,
database management, security management, software distribution and license
control and data administration.
PROFESSIONAL MANAGEMENT SERVICES. Professional management services
combine many of the services described above into a complete life cycle
management product portfolio. These services include service delivery, asset
management and procurement management. Service delivery comprises the labor and
management required actually to manage a client's service organization, such as
handling service requests, generating work orders, managing personnel (Company
and client), and managing service parts inventories. Asset management consists
of the registration, tracing and disposal of computer hardware and software as
it moves throughout an organization. Asset management services are becoming
increasingly important as businesses struggle to understand what capabilities
their existing computers have and whether, when and how to upgrade to the latest
technology. Under procurement management, the Company accepts responsibility for
the entire purchasing process for its client and generally has its own personnel
at a client location managing the process. This function draws upon the
Company's capabilities described above, including system design and planning,
needs analysis, product specification and requisitions, purchase order
management, order processing and tracking, financing and leasing, configuration,
testing and delivery and installation.
COMMUNICATION SERVICES
The Company provides communication services using its North American
Support Center as a single point of contact for all data and voice cabling and
wiring needs. The Company also offers project management, maintenance and
24-hour technical support through a network of independent certified technicians
and customer support personnel. The Company provides complete communication
system design, installation and maintenance.
NETWORK SERVICES. The Company provides network services with advanced
digital capabilities enabling voice, data and video communications utilizing
AT&T, Frontier and Westinghouse networks. Services include long distance,
inbound 800 service, calling cards and teleconferencing featuring account codes,
enhanced billing and customized call reports which allow business clients to
restrict and track telecommunications activity.
CONVERGENT TECHNOLOGY SERVICES. The Company offers convergence
solutions centered around wide area data networks, computer telephone
integration, desktop video conferencing and wireless data communications. These
services include specialized support programs, maintenance programs and
specialized software.
INTERNATIONAL CAPABILITIES
To satisfy the technology management service needs of its multinational
clients, the Company has established affiliations with the International
Computer Group (Europe and Asia) and GE Hamilton Technology Services (Canada).
InaCom Latin America, the Company's 60% owned subsidiary, provides international
logistics and configuration services in Mexico, the Caribbean, Central and South
America.
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CLIENTS
The Company believes its client base of large and medium-sized
businesses is most likely to benefit from the cost savings obtainable through
the technology management services offered by the Company. The Company is not
dependent for a material part of its business upon a single or a few clients and
the loss of any one client would not have a material adverse effect on the
Company's business.
SERVICE MARK AND TRADEMARK
The Company holds United States service mark and trademark
registrations for the marks "Inacom", "ValCom" and "Inacomp." The Company also
has certain state registrations. The Company claims common law rights to the
marks based on adoption and use. To the Company's knowledge, there are no
pending interference, opposition or cancellation proceedings, or litigation
threatened or claimed, with respect to the marks in any jurisdiction.
GOVERNMENT REGULATION
The Company is subject to a substantial number of state laws regulating
franchise relationships. The Company is also subject to Federal Trade Commission
rules governing disclosure requirements in the granting of franchises. Such laws
generally impose registration and/or disclosure requirements on the Company in
the offer and sale of franchises and also regulate related advertisements. The
Company believes it is in substantial compliance with all such regulations.
COMPETITION
All aspects of the technology management services industry are highly
competitive. The Company's distribution network competes for potential clients,
including national accounts, with numerous other resellers and distributors.
Several computer manufacturers have expanded their channels of distribution,
pricing and product positioning and compete with the Company's distribution
network for potential clients. Additionally, several computer manufacturers
during 1994 lessened or eliminated requirements upon independent resellers to
purchase products from a single source resulting in "open sourcing" of their
products; previously, such manufacturers had typically required independent
resellers having contractual relationships with the Company to purchase their
products from the Company. Other competitors operate mail-order or discount
stores offering clones of major vendor products. The Company also competes with
other computer technology sellers in the recruitment and retention of
franchisees and independently-owned resellers. The Company competes in the
computer services division with a large number of service providers, including
IBM through ISSC, Andersen Consulting, EDS, ENTEX, CompuCom and Vanstar.
Competition in communication products and services is also intense, and includes
entities which are also significant vendors of the Company, such as Lucent
Technologies and AT&T. Certain competitors and manufacturers are substantially
larger than the Company and may have greater financial, technical, service and
marketing resources. The Company's distribution network competes primarily on
the basis of professionalism and client contact, quality of product line,
availability of products, service, after-sale support, price, and quality of
end-user training.
The computer manufacturers' expansion of their channels of distribution
including direct distribution, open sourcing, employment of selective resellers,
pricing and product positioning has put pressure on hardware gross margins. The
Company believes its ability to deliver technology management services which
consist of technology procurement services, system integration services and
support services provides its client base with value added services that will
differentiate the Company from alternative distribution channels and will
mitigate the impact of added competitive pressures caused by economic conditions
and manufacturers' continuing expansion of their channels of distribution,
pricing and product positioning.
9
<PAGE>
DESCRIPTION OF CAPITAL STOCK
The authorized capital stock of the Company consists of 30,000,000
shares of Common Stock, par value $.10 per share, and 1,000,000 shares of Class
A Preferred Stock, par value $1.00 per share. As of June 29, 1996, there were
10,142,339 shares of Common Stock outstanding and no shares of Class A Preferred
Stock outstanding. On June 15, 1996, InaCom issued $55,250,000 in aggregate
principal amount of its 6% Convertible Subordinated Debentures due June 15, 2006
(the "Debentures"). The Debentures are convertible at the option of the holder
into Common Stock at a conversion price of $24.00 per share; an aggregate of
2,302,084 shares of Common Stock would be issued if all Debentures were
converted into Common Stock.
COMMON STOCK
Holders of outstanding Common Stock are entitled to such dividends as
may be declared by the Company Board of Directors out of the assets legally
available for that purpose, and are entitled to one vote per share on all
matters submitted to a vote of the stockholders of the Company. The holders of
shares of Common Stock do not have cumulative voting rights. Therefore, the
holders of more than 50% of the Common Stock voting for the election of
directors can elect all the directors, and the remaining holders will not be
able to elect any directors. The holders of Common Stock have no pre-emptive or
other subscription rights, and there are no conversion or redemption or sinking
fund provisions with respect to such shares.
All of the outstanding shares of Common Stock will be, when issued upon
conversion of the Debentures, duly authorized, validly issued, fully paid and
nonassessable.
PREFERRED STOCK
The Company Board of Directors is authorized to issue up to 1,000,000
shares of Class A Preferred Stock in one or more series, from time to time, with
such designations, preferences and relative, participating, optional or other
special rights, and qualifications, limitations and restrictions thereof, as may
be provided in a resolution or resolutions adopted by the Company Board of
Directors. The authority of the Company Board of Directors includes, but is not
limited to, the determination or fixing of the following with respect to shares
of such class or any series thereof: (i) the number of shares; (ii) the dividend
rate and the date from which dividends are to be cumulative; (iii) whether
shares are to be redeemable and, if so, the terms and amount of any sinking fund
providing for the purchase or redemption of such shares; (iv) whether shares
shall be convertible, and, if so, the terms and provisions thereof; (v) what
restrictions are to apply, if any, on the issue or reissue of any additional
Class A Preferred Stock; and (vi) whether shares have voting rights. Shares of
Class A Preferred Stock may be issued with a preference over the Common Stock as
to the payment of dividends. No shares of Class A Preferred Stock have been
issued.
Classes of stock such as the Class A Preferred Stock may be used, in
certain circumstances, to create voting impediments on extraordinary corporate
transactions or to frustrate persons seeking to effect a merger or otherwise to
gain control of the Company. For the foregoing reasons, any shares of Class A
Preferred Stock issued by the Company could have an adverse effect on the rights
of the holders of the Common Stock. The Company has no present plans to issue
any shares of Class A Preferred Stock.
LIQUIDATION AND OTHER RIGHTS
Upon liquidation, the holders of Common Stock are entitled to share
ratably in assets available for distribution to stockholders after satisfaction
of any liquidation preferences of any outstanding preferred stock. The issuance
of any shares of series of Class A Preferred Stock in future financings,
acquisitions or otherwise may result in dilution of voting power and relative
equity interest of the holders of shares of Common Stock and will subject the
Common Stock to the prior dividend and liquidation rights of the outstanding
shares of the series of preferred stock.
10
<PAGE>
ADVANCE NOTICE REQUIREMENTS IN CONNECTION WITH STOCKHOLDER MEETINGS
The Company bylaws establish an advance notice procedure for bringing
business before an annual meeting of stockholders and for nominating (other than
by or at the direction of the Board of Directors) candidates for election as
directors at a meeting of stockholders. To be timely, notice of business to be
brought before an annual meeting or nominations of candidates for election of
directors at a meeting must be received by the Secretary of the Company not less
than 30 nor more than 60 days prior to the meeting. In the event that less than
40 days' notice or prior public disclosure of the date is given or made to
stockholders, notice by the stockholder must be received no later than the tenth
day following the date on which notice of the date of the meeting was mailed or
public disclosure thereof was made.
SECTION 203 OF THE DELAWARE GENERAL CORPORATION LAW
Section 203 of the General Corporation Law of the Delaware prohibits a
publicly-held Delaware corporation from engaging in a "business combination"
with an "interested stockholder" for a period of three years after the date of
the transaction in which the person became an interested stockholder, unless
upon consummation of such transaction the interested stockholder owned 85% of
the voting stock of the corporation outstanding at the time the transaction
commenced or unless the business combination is, or the transaction in which
such person became interested stockholder was, approved in a prescribed manner.
A "business combination" includes a merger, an asset sale and any other
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns 15% or more of the corporation's voting stock.
TRANSFER AGENT
The transfer agent for the Common Stock is First National Bank of
Omaha, Omaha, Nebraska.
SELLING STOCKHOLDERS
The 327,495 shares of Common Stock offered in this Prospectus are owned
by the following InaCom stockholders (the "Selling Stockholders") in the
indicated amounts:
Shares of
InaCom
SELLING STOCKHOLDER COMMON STOCK
Harry Shields 89,286
Priscilla Woodward Trust
Priscilla Woodward, Trustee 96,505
Albert L. Weiss 103,783
Richard Burridge 9,243
William McReynolds 8,681
Clarence Peterson 5,446
Will Lepeska 8,134
John and Inga Oechsle 462
Computer Access International, Inc. 5,955
11
<PAGE>
No Selling Stockholder owns any other shares of Common Stock and no
Selling Stockholder owns more than one percent of InaCom's issued and
outstanding Common Stock.
InaCom acquired Technology Express in April 1996 and issued 89,286
shares of Common Stock to Harry Shields, the former holder of all of the capital
stock of Technology Express. The other Selling Stockholders listed above were
issued an aggregate of 238,209 shares of Common Stock in connection with
InaCom's acquisition of certain assets of Computer Access in August 1996.
PLAN OF DISTRIBUTION
The Common Stock may be offered from time to time on the Nasdaq
National Market, on other exchanges on which the Common Stock may be listed, in
the over-the-counter market or in other ways not involving market-makers or
established trading markets, including direct sales to purchasers or sales
effected through agents, at prices and at terms then prevailing, at prices
related to the then current market price or in negotiated transactions. The
shares may be sold by one or more of the following: (a) a block trade in which
the broker or dealer so engaged will attempt to sell the shares as agent, but
may position and resell a portion of the block as principal to facilitate the
transaction; (b) purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this Prospectus; (c) an exchange
distribution in accordance with the rules of an exchange; (d) ordinary brokerage
transactions and transactions in which the broker or dealer solicits purchasers;
(e) pursuant to call and put options or similar rights giving the holder, the
broker or dealer the right to purchase or the Selling Stockholders, the broker
or dealer the right to sell a fixed amount of Common Stock at pre-negotiated
prices; and (f) by bona fide pledgees of shares pursuant to loan and pledge
agreements with the Selling Stockholders. Brokers or dealers will receive
commissions or discounts from the Selling Stockholders in amounts to be
negotiated by the Selling Stockholders.
LEGAL MATTERS
The validity of the Common Stock offered hereby have been passed upon
for the Company and the Selling Stockholders by McGrath, North, Mullin & Kratz,
P.C., Omaha, Nebraska 68102.
EXPERTS
The consolidated financial statements and schedule of InaCom Corp. as of
December 30, 1995 and December 31, 1994, and for each of the years in the
three-year period ended December 30, 1995, 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.
12
<PAGE>
No dealer, salesman or other person has been authorized to give any information
or to make any representations not contained in this Prospectus, and, if given
or made, such information or representations must not be relied upon as having
been authorized by the Company or the Selling Stockholders. This Prospectus does
not constitute an offer of any securities other than those to which it relates
or an offer to sell, or the solicitation of an offer to buy, the Securities in
any jurisdiction where, or to any person to whom, it is unlawful to make such
offer or solicitation. Neither the delivery of this Prospectus nor any sale made
hereunder shall, under any circumstances, create an 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 time subsequent to the date
hereof.
-----------------
TABLE OF CONTENTS
PAGE
Available Information......................... 2
Incorporation of Certain
Documents By Reference....................... 2
Risk Factors.................................. 3
Business...................................... 5
Description of Capital Stock.................. 10
Selling Stockholders.......................... 11
Plan of Distribution.......................... 12
Legal Matters................................. 12
Experts....................................... 12
327,495
Shares
of
INACOM CORP.
Common Stock
$.10 Par Value)
--------------
PROSPECTUS
October __, 1996
-------------
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses and costs (other
than underwriting discounts and commissions) expected to be incurred in
connection with the sale and distribution of the securities being registered.
All of the amounts shown are estimated except the registration fees of the
Commission.
=====================================================================
Item Amount to be paid by
Company
- ---------------------------------------------------------------------
SEC registration fee $ $3,132
- ---------------------------------------------------------------------
Printing and engraving expenses 1,000*
- ---------------------------------------------------------------------
Accounting fees and expenses 5,000*
- ---------------------------------------------------------------------
Legal fees and expenses 5,000*
- ---------------------------------------------------------------------
Miscellaneous 868*
- ---------------------------------------------------------------------
Total 15,000*
=====================================================================
- -------------------------
*Estimated
II-1
<PAGE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Pursuant to Article VII of the Certificate of Incorporation of InaCom,
InaCom shall, to the extent required, and may, to the extent permitted, by
Section 102 and Section 145 of the General Corporation Law of the State of
Delaware, indemnify and reimburse all persons whom it may indemnify and
reimburse pursuant thereto. No director shall be liable to InaCom or its
stockholders for monetary damages for breach of fiduciary duty as a director
with respect to acts or omissions occurring on or after May 27, 1987. A director
shall continue to be liable for (i) any breach of a director's duty of loyalty
to InaCom or its stockholders; (ii) acts or omissions not in good faith or which
involve intentional misconduct or a knowing violation of law; (iii) paying a
dividend or approving a stock repurchase which would violate Section 174 of the
General Corporation Law of the State of Delaware; or (iv) any transaction from
which the director derived an improper personal benefit.
The by-laws of InaCom provide for indemnification of InaCom's officers
and directors against all expenses, liabilities or losses reasonably incurred or
suffered by them, including liability arising under the Securities Act of 1933,
to the extent legally permissible under section 145 of the General Corporation
Law of the State of Delaware where any such person was, is, or is threatened to
be made a party to or is involved in any action, suit or proceeding whether
civil, criminal, administrative or investigative, by reason of the fact such
person was serving InaCom in such capacity. Generally, under Delaware law,
indemnification may only be available where an officer or director can establish
that such person acted in good faith and in a manner such person reasonably
believed to be in or not opposed to the best interests of InaCom.
ITEM 16. EXHIBITS.
Exhibit 4.1 Specimen Common Stock Certificate incorporated by reference
from EXHIBIT 4.1 of the Company's registration statement on
Form S-3 (333-11687)
4.4 Restated Certificate of Incorporation of the Company,
as amended, incorporated herein by reference to the
Company's Current Report on Form 8-K dated March 30,
1993.
4.5 Bylaws of the Company, as amended to date,
incorporated herein by reference to the Company's
Quarterly Report on Form 10-Q for the quarter ended
September 24, 1994.
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of McGrath, North, Mullin & Kratz, P.C.
(included in Exhibit 5.1)
24 Powers of Attorney
II-2
<PAGE>
ITEM 17. UNDERTAKINGS.
The undersigned registrant ("Registrant") hereby undertakes
(a) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration
statement 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.
(b) 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 herein, and the offering of such
Securities at that time shall be deemed to be the initial bona
fide offering thereof.
(c) 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.
(d) That, for purposes of determining any liability under the
Securities Act of 1933 (the "Securities Act"), each filing of
the Registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (the
"Exchange Act") that is incorporated by reference in this
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 Securities
Act may be permitted to directors, officers and controlling persons of the
Registrant pursuant to written agreements, Bylaw provisions or the Delaware Law,
or otherwise, the Registrant has been advised that in the opinion of the
Securities and Exchange Commission such indemnification is against public policy
as expressed in the Securities Act 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
Securities Act and will be governed by the final adjudication of such issue.
II-3
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant, InaCom Corp., a Delaware corporation, certifies that it has
reasonable grounds to believe that it meets all of the requirements for filing
on Form S-3 and has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of Omaha,
State of Nebraska, on the 17th day of October, 1996.
INACOM CORP.
/s/ BILL L. FAIRFIELD
By:_____________________________
Bill L. Fairfield, President
Pursuant to the requirements of the Securities Act of 1933 this
Registration Statement has been signed below by the following persons in the
capacities indicated on the 17th day of October, 1996.
SIGNATURE TITLE
/s/ BILL L. FAIRFIELD
_____________________________________ President (Principal
Bill L. Fairfield Executive Officer) and
Director
/s/ DAVID C. GUENTHNER
_____________________________________ Executive Vice President
David C. Guenthner and Chief Financial Officer
(Principal Financial and
Accounting Officer)
Joseph Auerbach* Director
W. Grant Gregory* Director
Rick Inatome* Director
Joseph Inatome* Director
Gary Schwendiman* Director
Durward B. Varner* Director
* Bill L. Fairfield, by signing his name hereto, signs the Registration
Statement on behalf of each of the persons indicated. A Power-of-Attorney
authorizing Bill L. Fairfield to sign this Registration Statement on behalf of
each of the indicated Directors of InaCom Corp. is filed herewith as Exhibit 24.
/s/ BILL L. FAIRFIELD
By:________________________
Bill L. Fairfield
Attorney-in-Fact
II-4
<PAGE>
EXHIBIT INDEX
EXHIBIT DESCRIPTION
4.1 Specimen Common Stock Certificate incorporated by reference from
EXHIBIT 4.1 of the Company's registration statement on Form S-3 (333-11687)
4.4 Restated Certificate of Incorporation of the Company, as amended,
incorporated herein by reference to the Company's Current Report on
Form 8-K dated March 30, 1993.
4.5 Bylaws of the Company, as amended to date, incorporated herein by reference
to the Company's Quarterly Report on Form 10-Q for the quarter ended
September 24, 1994.
5.1 Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 Consent of KPMG Peat Marwick LLP
23.2 Consent of McGrath, North, Mullin & Kratz, P.C.
(included in Exhibit 5.1)
24 Powers of Attorney
- -----------
II-5
Exhibit 5.1
McGrath, North, Mullin & Kratz, PC
Suite 1400, One Central Park Plaza
222 South Fifteenth Street
Omaha, NE 68102
(402) 341-3070
October 17, 1996
InaCom Corp.
10810 Farnam Drive
Omaha, NE 68154
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 327,495 shares of common stock, $.10 par value, of InaCom Corp., a
Delaware corporation ("InaCom"), we have examined such corporate records and
other documents, including the registration statement on Form S-3, to be filed
with the Securities and Exchange Commission, relating to such matters of law as
we have deemed necessary for this opinion. Based on such examination, we advise
you that in our opinion:
1. InaCom is a corporation duly organized and existing under the laws of
the state of Delaware.
2. All necessary corporate action on the part of InaCom has been taken to
authorize the registration of 327,495 shares of common stock by InaCom, and when
sold as contemplated in the Registration Statement, such shares will be legally
issued, fully paid and nonassessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement.
Yours very truly,
McGrath, North, Mullin & Kratz, P.C.
By /s/ DAVID L. HEFFLINGER
<PAGE>
EX-23.1
KPMG Peat Marwick LLP
Suite 1501, Two Central Park Plaza
Omaha, NE 68102
(402) 348-1450
ACCOUNTANTS' CONSENT
The Board of Directors
InaCom Corp.:
We consent to the use of our reports incorporated herein by reference and
to the reference to our firm under the heading "Experts" in the Prospectus.
KPMG Peat Marwick LLP
/s/ KPMG PEAT MARWICK LLP
Omaha, Nebraska
October 16, 1996
<PAGE>
EX-24
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
14th day of October, 1996.
/s/ DURWARD B. VARNER
_______________________
Durward B. Varner
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
15th day of October, 1996.
/s/ W. GRANT GREGORY
_________________________
W. Grant Gregory
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
14th day of October, 1996.
/s/ RICK INATOME
______________________
Rick Inatome
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
15th day of October, 1996.
/s/ JOSEPH AUERBACH
_________________________
Joseph Auerbach
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
14th day of October, 1996.
/s/ BILL L. FAIRFIELD
_______________________
Bill L. Fairfield
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
14th day of October, 1996.
/s/ JOSEPH INATOME
_________________________
Joseph Inatome
<PAGE>
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, the undersigned Director of InaCom Corp.
constitutes and appoints each of Bill L. Fairfield and David C. Guenthner as his
true and lawful attorney-in-fact and agent, with each having full power of
substitution and resubstitution, for him and in his name, place and stead in any
and all capacities, to execute a registration statement on Form S-3 for the
registration under the Securities Act of 1933 of up to 328,000 shares of common
stock, par value $.10, of InaCom Corp. and any and all amendments and
post-effective amendments and supplements to the registration statement and any
and all instruments necessary or incidental in connection therewith, and to file
the same with the Securities and Exchange Commission, granting unto each of such
attorney-in-fact and agent, full power and authority to do and perform each and
every act and thing requisite or necessary to be done in and about the premises,
as fully to all intents and purposes as he might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or his
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set his hand and seal this
14th day of October, 1996.
/s/ GARY SCHWENDIMAN
_______________________
Gary Schwendiman
<PAGE>
