As filed with the Securities and Exchange Commission on May 1, 1998
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
of 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
====================================================================================================================================
<S> <C> <C> <C> <C>
Title of each class of securities Amount to be Proposed maximum Proposed maximum
to be registered registered offering price per unit aggregate offering Amount of
price(1) Registration Fee(1)
- ------------------------------------------------------------------------------------------------------------------------------------
Common Stock ($.10 par value).......... 1,344,501 $33.97 $45,672,699 $13,474
====================================================================================================================================
- ----------
</TABLE>
(1) Estimated for the purpose of calculating the registration fee
pursuant to Rule 457(c) of the Securities Act of 1933, as amended,
on the basis of the average of the high and low prices per share as
reported on the New York Stock Exchange on April 27, 1998.
The registrant hereby amends this registration statement on such date or dates
as may be necessary to delay its effective date until the registrant shall file
a further amendment which specifically states that this registration statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until the registration statement shall become
effective on such date as the Commission, acting pursuant to said Section 8(a),
may determine.
<PAGE>
PROSPECTUS
1,344,501 Shares of
InaCom Corp.
COMMON STOCK
($.10 Par Value)
-------------------
All 1,344,501 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. The Selling Stockholders acquired the Common Stock in connection
with certain business acquisitions by InaCom. 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. The Common Stock is
listed on the New York Stock Exchange under the symbol "ICO." On May __, 1998,
the last reported sale price of the Common Stock on the New York Stock Exchange
was $______ per share.
- --------------------------------------------------------------------------------
These securities have not been approved by the Securities and Exchange
Commission or any state securities commission nor have these
organizations determined that this prospectus is accurate and
complete. Any representation to the contrary
is a criminal offense.
-----------------------------------------------------
_______________, 1998
<PAGE>
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.
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 integrated life cycle services to manage the entire
technology life cycle including: (1) technology planning, (2) technology
procurement, (3) technology integration, (4) technology support, and (5)
technology 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.
The Company's headquarters is located at 10810 Farnam Drive, Omaha,
Nebraska 68154, and its telephone number is (402) 758-3900.
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 April 28, 1998, there were
15,377,828 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 and November 20, 1997, InaCom issued $86,250,000 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
any time into Common Stock at a conversion price of $39.63 per share; an
aggregate of 2,176,519 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, and when issued
upon conversion of the 6% Debentures and 4.5% Debentures, duly authorized,
validly issued, fully paid and nonassessable.
2
<PAGE>
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.
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.
3
<PAGE>
Transfer Agent
The transfer agent for the Common Stock is First Chicago Trust Company
of New York.
SELLING STOCKHOLDERS
The 1,344,501 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
Selling Stockholder Common Stock Owned Which May Be Issued
<S> <C> <C>
Michael N. Day 6,148 50,000
Paul J. Tetreault 6,148 50,000
Joseph C. Roebuck 18,445 150,000
Loren D. Mortenson 23,750
Laurie D. Hoffman 15,209
Gary L. Hoffman 15,209
Michael M. Ampe and
Lynna L. Ampe,
Trustees of The Ampe Trust 166,153 96,203
Piyush Joshi and Tracy Hodge,
Trustees of the Tracy Trust 172,898 100,090
Neil Wada 18,248 10,565
Chris Yamamoto 7,664 4,437
Zarina Kaji 250,000 183,334
</TABLE>
InaCom acquired Computer Resources International, Inc. and Motor City
Computer Services, Inc. on February 14, 1997 and pursuant to earnout provisions,
issued an aggregate of 30,741 shares on March 26, 1998 to the former
shareholders of the company, Michael N. Day, Paul J. Tetreault and Joseph C.
Roebuck and may issue up to an additional 250,000 shares to such Selling
Stockholders.
On March 18, 1998, InaCom acquired an equity interest in More Than
Computers, Inc. and issued an aggregate of 54,168 shares of Common Stock to its
shareholders, Loren D. Mortenson, Laurie D. Hoffman and Gary L. Hoffman.
On February 2, 1998, InaCom acquired Josh Hodge Enterprises, Inc. and
issued 364,963 shares of Common Stock to the The Ampe Trust, the The Tracy
Trust, Neil Wada and Chris Yamamoto, the former shareholders, and may issue up
to an additional 211,295 shares of Common Stock to such Selling Stockholders.
On December 8, 1997, InaCom acquired Computer Biz, Inc. and issued 250,000
shares of Common Stock to the former shareholder, Zarina Kaji, and may issue up
to an additional 183,334 shares of Common Stock to such Selling Stockholder.
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
4
<PAGE>
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.
EXPERTS
The consolidated financial statements and schedule of InaCom Corp. as of
December 27, 1997 and December 28, 1996, and for each of the years in the
three-year period ended December 27, 1997, 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.
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.
WHERE YOU CAN FIND MORE INFORMATION
We file annual, quarterly and special reports, proxy statements and other
information with the SEC. You may read and copy any document we file at the
SEC's public reference rooms in Washington, D.C., New York, New York and
Chicago, Illinois. Please call the SEC at 1-800-SEC-0330 for further information
on the public reference rooms. Our SEC filings are also available to the public
from the SEC's web site at http://www.sec.gov. Our common stock is listed on the
New York Stock Exchange and information is available on us at that location.
The SEC allows us to "incorporate by reference" the information we file
with them, which means that we can disclose important information to you by
referring you to those documents. The information incorporated by reference is
considered to be part of this prospectus, and later information that we file
with the SEC will automatically update and supersede this information. We
incorporate by reference the documents listed below and any future filings made
with the SEC under Sections 13(a), 13(c), 14, or 15(d) of the Securities
Exchange Act of 1934. This prospectus is part of a registration statement we
filed with the SEC.
o Annual Report on Form 10-K for the year ended December 27, 1997; and
o Quarterly Report on Form 10-Q for the quarter ended March 28, 1998.
o The description of the InaCom Common Stock contained in
InaCom's registration statements filed pursuant to the
Securities Exchange Act of 1934, and any amendment or report
filed for the purposes of updating such description.
You may request a copy of these filings, at no cost, by writing or
telephoning us at the following address:
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154
(Attention: David C. Guenthner, Chief Financial Officer)
(402) 758-3900
You should rely only on the information incorporated by reference or
provided in this prospectus or any supplement. We have not authorized anyone
else to provide you with different information. Our common stock
5
<PAGE>
is not being offered in any state where the offer is not permitted. You should
not assume that the information in this prospectus or any supplement is accurate
as of any date other than the date on the front of those documents.
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
Certain Forward-Looking Statements............ 2
InaCom........................................ 2
Description of Capital Stock.................. 2
Selling Stockholders.......................... 4
Plan of Distribution.......................... 4
Experts....................................... 5
Legal Matters................................. 5
Where You Can Find More Information........... 6
1,344,501
Shares
of
InaCom Corp.
Common Stock
($.10 Par Value)
--------------
PROSPECTUS
__________, 1998
-------------
<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.
<TABLE>
=====================================================================
Item Amount to be paid by
Company
<S> <C>
- ---------------------------------------------------------------------
SEC registration fee $13,474
- ---------------------------------------------------------------------
Printing and engraving expenses $1,000*
- ---------------------------------------------------------------------
Accounting fees and expenses $10,000*
- ---------------------------------------------------------------------
Legal fees and expenses $15,000*
- ---------------------------------------------------------------------
Miscellaneous $1,526*
- ---------------------------------------------------------------------
Total $41,000*
=====================================================================
</TABLE>
- -------------------------
*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
Annual Report on Form 10-K for the year ended December 27,
1997.
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
(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 i 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 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 1st day of May, 1998.
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 1st day of May, 1998.
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
James Q. Crowe 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 Annual Report on Form
10-K for the year ended December 27, 1997.
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>
McGrath, North, Mullin & Kratz, P.C.
Suite 1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, NE 68102
May 1, 1998
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154
Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 1,344,501 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 1,344,501 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,
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
Exhibit 23.1
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
May 1, 1998
<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 1,350,000 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 23rd day of April, 1998.
/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 1,350,000 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 23rd day of April, 1998.
/s/ Mogens Bay
-----------------------
Mogens 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 1,350,000 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 23rd day of April, 1998.
/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 1,350,000 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 23rd day of April, 1998.
/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 1,350,000 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 22nd day of April, 1998.
/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 1,350,000 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 23rd day of April, 1998.
/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 1,350,000 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 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 23rd day of April, 1998.
/s/ Linda S. Wilson
-----------------------
Linda S. 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 1,350,000 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 23rd day of April, 1998.
/s/ Bill L. Fairfield
-----------------------
Bill L. Fairfield
<PAGE>
