As filed with the Securities and Exchange Commission on November 5, 1997
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 (I.R.S. Employer Identification Number)
of 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
(402) 392-3900
(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
====================================================================================================================================
<S> <C> <C> <C> <C>
Title of each class of securities Amount to be Proposed maximum Proposed maximum Amount of
to be registered registered offering price per unit aggregate offering price(1) Registration Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock ($.10 par value).......... 342,930 $31.32 $10,740,568 $3,255
====================================================================================================================================
- ----------
(1)Estimated for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
on the basis of the average of the high and low prices per share as
reported on the New York Stock Exchange on November 4, 1997.
</TABLE>
The registrant hereby amends this registration statement on such date
or dates as may be necessary to delay its effective date until the registrant
shall file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
342,930 Shares of
InaCom Corp.
COMMON STOCK
($.10 Par Value)
-------------------
All 342,930 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 New York
Stock Exchange, 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 November __, 1997, the
last reported sale price of the Common Stock on the New York Stock Exchange 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.
-----------------------------------------------------
_______________, 1997
<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"). Such reports, proxy
statements and other information can be inspected and copied at the public
reference facilities maintained by the Commission at 450 Fifth Street, N.W.,
Washington, D.C. 20549 and at the Commission's regional offices at 7 World Trade
Center, New York, New York 10048 and 500 West Madison Street, Chicago, Illinois
60661-2511. 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. Reports and other information concerning the
Company can also be inspected at the office of the New York Stock Exchange, 20
Broad Street, New York, New York 10005. 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 28, 1996, (ii) Quarterly
Reports on Form 10-Q for the quarters ended March 29, 1997 and June 28, 1997,
(iii) Current Report on Form 8-K dated November 4, 1997, (iv) Proxy Statement
for the Annual Meeting of Stockholders held on April 22, 1997 and (v) the
description of the Common Stock contained in the Company's Registration
Statement on Form 8-A filed on August 26, 1997 pursuant to Section 12 of the
Exchange Act and all amendments thereto and reports filed for the purposes of
updating such description.
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.
2
<PAGE>
INACOM
Inacom is a leading single source provider of information technology
products and technology management services designed to enhance the productivity
of information systems, primarily for Fortune 1000 clients. The Company offers a
comprehensive range of value added services to manage the entire information
system life cycle including: (1) needs assessment and technology planning, (2)
technology procurement and configuration, (3) systems integration and systems
management, (4) ongoing systems support and distributed support, and (5) asset
management. Inacom's expertise includes the integration of voice and data
communications. Inacom sells its products and services through a marketing
network of Company-owned business centers throughout the United States that
focus on serving large corporations. The Company also has a network of value
added resellers that typically have a regional, industry, or specific product
focus. The Company has international affiliations in Europe, Asia, Central and
South America, the Caribbean, Middle East, Africa, Canada and Mexico to satisfy
the technology management needs of its multinational clients.
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 November 4, 1997, there were
14,563,482 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 "6%
Debentures"). The 6% 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 6% Debentures were
converted into Common Stock.
On November 4, 1997, Inacom issued $75,000,000 in aggregate principal
amount of its 4.5% Convertible Subordinated Debentures due November 1, 2004 (the
"4.5% Debentures"). The 4.5% Debentures are convertible at the option of the
holder into Common Stock at a conversion price of $39.63 per share; an aggregate
of 1,892,625 shares of Common Stock would be issued if all 4.5% 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
3
<PAGE>
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.
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 60 nor more than 90 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 The First Chicago Trust
Company of New York.
4
<PAGE>
SELLING STOCKHOLDERS
The 342,930 shares of Common Stock offered in this Prospectus are owned
by or may be issued to the following Inacom stockholders (the "Selling
Stockholders") in the indicated amounts:
<TABLE>
Shares of Shares of
Common Stock Common Stock
Selling Stockholder Owned Which May Be Issued
<S> <C>
Elizabeth A. Heddens 129,958 43,318
2M Partners, L.P. 41,265 13,760
C.G. Mills 9,296 3,095
SunTrust Bank, Chattanooga, N.A. 5,158 1,724
Community Foundation of Greater Chattanooga, Inc. 2,580 858
W.E. Ragland, IV 9,239 3,078
Margaret K. Ragland 9,239 3,078
Mary Julia Ragland 10,786 3,592
Rebekah R. Montgomery 9,239 3,078
Robert R. Anderson & Rebekah R. Montgomery,
Trustees Under the Charitable Remainder
Trust Agreement 13,415 4,475
Jane K. Ragland 6,964 2,324
W.E. Ragland, III 10,059 3,352
</TABLE>
Inacom acquired Bethco, Inc. on May 7, 1997 pursuant to an Agreement and
Plan of Merger and issued 257,198 shares of Common Stock to the Selling
Stockholders and may issue up to an additional 85,732 shares of Common Stock to
the Selling Stockholders pursuant to such Agreement.
PLAN OF DISTRIBUTION
The Common Stock may be offered from time to time on the New York Stock
Exchange, 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 by McGrath, North, Mullin & Kratz, P.C., Omaha, Nebraska 68102.
5
<PAGE>
EXPERTS
The consolidated financial statements and schedule of InaCom Corp. as
of December 28, 1996 and December 30, 1995, and for each of the years in the
three-year period ended December 28, 1996, 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.
6
<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
InaCom........................................ 3
Description of Capital Stock.................. 3
Selling Stockholders.......................... 5
Plan of Distribution.......................... 5
Legal Matters................................. 5
Experts....................................... 6
342,930
Shares
of
InaCom Corp.
Common Stock
($.10 Par Value)
--------------
PROSPECTUS
__________, 1997
-------------
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.
<TABLE>
=====================================================================
Item Amount to be paid by
Company
<S> <C>
- ---------------------------------------------------------------------
SEC registration fee $3,255
- ---------------------------------------------------------------------
Printing and engraving expenses *$1,000
- ---------------------------------------------------------------------
Accounting fees and expenses *$5,000
- ---------------------------------------------------------------------
Legal fees and expenses *$10,000
- ---------------------------------------------------------------------
Miscellaneous *$245
- ---------------------------------------------------------------------
Total *$19,500
=====================================================================
- -------------------------
*Estimated
</TABLE>
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)
4.2 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.
4.3 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 28, 1996.
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
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the prospectus, any facts or events arising after the
effective date of this Registration Statement (or the most recent post-effective
amendment thereof) which, individually or in the aggregate, represent a
fundamental change in the information set forth in this Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in this Registration Statement or any
material change to such information in this Registration Statement; provided,
however, that paragraphs (1)(i) and (1)(ii) above do not apply if the
information required to be included in a post-effective amendment by those
paragraphs is contained in periodic reports filed by the Registrant pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934 that are incorporated
by reference in this Registration Statement.
(2) 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.
(3) 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, the Delaware
Corporation 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 5th day of November, 1997.
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 5th day of November, 1997.
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
Mogen C. Bay* Director
James Q. Crowe* Director
W. Grant Gregory* Director
Joseph Inatome* Director
Rick Inatome* Director
Gary Schwendiman* Director
Linda S. Wilson* 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 Page
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)
4.2 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.
4.3 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 28, 1996.
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
<PAGE>
EXHIBIT 5.1
McGRATH, NORTH, MULLIN & KRATZ, P.C.
SUITE 1400 ONE CENTRAL PARK PLAZA
222 SOUTH 15th STREET
OMAHA, NEBRASKA 68102
(402) 341-3070
November 5, 1997
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 342,930 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 (the
"Registration Statement"), 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 342,930 shares of common stock by InaCom, and such
shares are (or, with respect to shares issuable to the selling stockholders
named in the Registration Statement pursuant to the May 7, 1997 Agreement and
Plan of Merger referenced in the Registration Statement, 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.
/s/ Guy Lawson
GUY LAWSON
<PAGE>
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
November 3, 1997
<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 343,000 shares of common
stock 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 16th day of October, 1997.
/s/ James Q. Crowe
_______________________
James Crowe
<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 343,000 shares of common
stock and preferred stock 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 16th day of October, 1997.
/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 343,000 shares of common
stock of and preferred stock 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 31st day of October, 1997.
/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 343,000 shares of common
stock of and preferred stock 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 31st day of October, 1997.
/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 343,000 shares of common
stock of and preferred stock 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 16th day of October, 1997.
/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 343,000 shares of common
stock of and preferred stock 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 31st day of October, 1997.
/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 343,000 shares of common
stock of and preferred stock 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 31st day of October, 1997.
/s/ Gary Schwendiman
_______________________
Gary Schwendiman
<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 her true and lawful attorney-in-fact and agent, with each having full power
of substitution and resubstitution, for her and in her 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 343,000 shares of common
stock of and preferred stock 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 she might or could do in person, hereby
ratifying and confirming all that said attorney-in-fact and agent or her
substitute or substitutes may lawfully do or cause to be done by virtue hereof.
IN WITNESS WHEREOF, the undersigned has hereunto set her hand and seal
this 20th day of October, 1997.
/s/ Linda A. Wilson
_______________________
Linda Wilson
<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 343,000 shares of common
stock of and preferred stock 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 31st day of October, 1997.
/s/ Mogens Bay
_______________________
Mogens Bay
<PAGE>
