As filed with the Securities and Exchange Commission on April 25, 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 of (I.R.S. Employer
incorporation or organization) Identification Number)
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
====================================================================================================================================
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)
- ------------------------------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock ($.10 par value)..... 861,937 $21.57 $18,591,981 $5,634
====================================================================================================================================
- ----------
(1)Estimated for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
on the basis of the average of the high and low prices per share as
reported on the Nasdaq National Market on April 22, 1997.
</TABLE>
The registrant hereby amends this registration statement on such date or
dates as may be necessary to delay its effective date until the registrant shall
file a further amendment which specifically states that this registration
statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
861,937 Shares of
InaCom Corp.
COMMON STOCK
($.10 Par Value)
-------------------
All 861,937 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 April __, 1997, 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.
-----------------------------------------------------
_______________, 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 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 28, 1996; (ii) Quarterly Report on
Form 10-Q for the quarter ended March 29, 1997, and (iii) Proxy Statement for
the Annual Meeting of Stockholders held on April 22, 1997.
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.
CERTAIN FORWARD-LOOKING STATEMENTS
The Prospectus, including documents incorporated by reference herein,
contains certain forward-looking statements and information relating to the
Company that are based on the beliefs of the Company's management as well as
assumptions made by and information currently available to the Company's
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 factors described in documents incorporated herein by
reference. 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.
2
<PAGE>
INACOM
General. InaCom Corp., a Delaware corporation ("Inacom" or the "Company")
is a leading provider of technology management services to the end-user business
client. Inacom 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, which enables Inacom to
provide a broad range of tailored solutions to meet specific client needs.
Inacom's strategy 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.
Computer Products. Computer products include microcomputers, workstations,
servers, monitors, printers and operating systems software. Inacom currently
distributes computer products for leading vendors such as COMPAQ, IBM,
Hewlett-Packard, Toshiba, Apple, NEC, Epson, Okidatda, Lexmark, NCR, Novell,
Banyan, Microsoft, Oracle, 3Com, SynOptics, SCO and Network General.
Computer Services. InaCom has developed a broad range of life cycle
management computer services to help its business clients manage their
information technology. 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.
Communication Products and Services. Communication products and services
include phone systems, voice mail, voice processing, data network equipment,
multiple small office/home office offerings and maintenance. Inacom also offers
network services including long distance, 800 service, calling cards, wide area
value-added data networking, video conferencing and cellular communications.
History. The Company has been engaged in the distribution of computer
products and computer services since October 1982 and communications products
and services since February 1987. The Company was established as a division of
Valmont Industries, Inc. ("Valmont") in 1982 and became a wholly
owned-subsidiary of Valmont in March 1985 under the name ValCom, Inc. The
Company completed an initial public offering of its common stock in 1987 and
changed its name to InaCom Corp. in 1991.
Inacom historically has grown as a leading seller of computer products. The
Company changed its strategic direction in the 1990's to meet the evolving
technology needs of its business clients. With the proliferation and increasing
complexity of computer products, information technology and related services,
businesses began searching for a single source, long-term provider to design and
manage their technology systems and control costs. Inacom's growth strategy
begins with its proprietary distribution systems which enable it to deliver
fully-designed and configured computer and communications systems to its
end-user business clients. The resulting contact with end users provide
opportunities to build ongoing client relationships and provide such clients
with more comprehensive and higher margin computer services.
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 February 28, 1997, there were
10,850,008 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.
3
<PAGE>
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.
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.
4
<PAGE>
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 861,937 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
------------------- ------------
Michael Close 256,749
Steve Hysjulien 3,701
Greg Thompson 2,928
James Lawrence 2,158
Robert Larson 2,158
Nick Schlee 2,158
Robert L. Toombs 71,757
Karen L. Toombs 17,940
Paul Donohoe 43,034
John Vlcek 65,066
Joel Klinger 752
Capital Alliance Corporation 8,015
Michael N. Day 42,139
Paul J. Tetreault 42,139
Joseph C. Roebuck 126,418
Arynkel, Inc. 174,825
InaCom acquired Networks, Inc., Gorham Clark, Inc. and Perigee
Communications, Inc. on December 20, 1996 and issued or agreed to issue an
aggregate of 476,416 shares of Common Stock to the former shareholders of the
companies. The former shareholders of Networks, Inc. and Perigee Communications,
Inc., Michael Close, Steve Hysjulien, Greg Thompson, James Lawrence, Robert
Larson, Nick Schlee, Robert L. Toombs, Karen L. Toombs and Capital Alliance
Corporation may not sell any shares herein until the filing by InaCom of its
Form 10-Q for the quarter ended March 29, 1997.
The sale of the shares listed above for Paul Donohoe, John Vlcek and Joel
Klinger, former shareholders of Gorham Clark, Inc., and 3,926 of the shares
listed above for Capital Alliance Corporation are subject to certain conditions,
and if such conditions are satisfied, such shares will be released to them for
sale and each of them may sell up to 50% of the shares after January 2, 1998 and
the remaining 50% of the shares after January 2, 1999.
5
<PAGE>
InaCom acquired Computer Resources International, Inc. and Motor City
Computer Services, Inc. on February 14, 1997 and issued an aggregate of 210,696
shares to the former shareholders of the company, Michael N. Day, Paul J.
Tetreault and Joseph C. Roebuck.
InaCom acquired substantially all of the assets of Arynkel, Inc. on
February 21, 1997 and issued 174,825 shares to Arynkel, Inc.
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 by McGrath, North, Mullin & Kratz, P.C., Omaha, Nebraska 68102.
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.......................... 6
Legal Matters................................. 6
Experts....................................... 6
861,937
Shares
of
InaCom Corp.
Common Stock
($.10 Par Value)
--------------
PROSPECTUS
__________, 1997
-------------
<PAGE>
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 $5,634
- ---------------------------------------------------------------------
Printing and engraving expenses 1,000*
- ---------------------------------------------------------------------
Accounting fees and expenses 5,000*
- ---------------------------------------------------------------------
Legal fees and expenses 10,000*
- ---------------------------------------------------------------------
Miscellaneous 366*
- ---------------------------------------------------------------------
Total 22,000*
=====================================================================
- -------------------------
*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 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
(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 25th day of April, 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 25th day of April, 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
Mogens C. Bay* Director
W. Grant Gregory* Director
Rick Inatome* Director
Joseph 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)
4.4 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 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, PC
Suite 1400, One Central Park Plaza
222 South Fifteenth Street
Omaha, NE 68102
(402) 341-3070
April 25, 1997
InaCom Corp.
10810 Farnam Drive
Omaha, NE 68154
Gentlemen:
In connection with the registration under the Securities Act of 1933, as
amended, of 861,937 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 861,937 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.
/s/ David L. Hefflinger
By DAVID L. HEFFLINGER
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KPMG Peat Marwick LLP
Two Central Park Plaza 233 South 13th Street
Suite 1501 Suite 1600
Omaha, NE 68102 Lincoln, NE 68508-2041
Telephone 402 348-1450 Telephone 402 476-1216
Telefax 402 348-0152 Telefax 402 476-1944
Exhibit 23.1
ACCOUNTANTS' CONSENT
The Board of Directors
InaCom Corp.:
We consent to incorporation by reference in the Registration Statement on
Form S-3 of InaCom Corp. of our report dated February 21, 1997 relating to the
consolidated balance sheets of InaCom Corp. and subsidiaries as of December 28,
1996 and December 30, 1995 and the related consolidated statements of
operations, stockholders' equity and cash flows and related financial statement
schedule for each of the years in the three-year period ended December 28, 1996,
which report appears in the December 28, 1996 Annual Report on Form 10-K of
InaCom Corp. 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
April 23, 1997
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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 865,000 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
22nd day of April, 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 865,000 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
22nd day of April, 1997.
/s/ Mogens C. Bay
_______________________
Mogens C. Bay
<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 865,000 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
22nd day of April, 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 865,000 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
22nd day of April, 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 865,000 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
22nd day of April, 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 865,000 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
22nd day of April, 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 865,000 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 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
22nd day of April, 1997.
/s/ Linda S. Wilson
_______________________
Linda S. Wilson
<PAGE>
