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Registration No. 333-______
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SECURITIES AND EXCHANGE COMMISSION
Washington, D. C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
INACOM CORP.
(Exact Name of Issuer as Specified in its Charter)
Delaware 47-0681813
(State or Other Jurisdiction of (I.R.S. Employer
Incorporation of Organization) Identification No.)
10810 Farnam Drive
Omaha, Nebraska 68154
(Address of Principal Executive Offices) (Zip Code)
InaCom 1997 Stock Plan
(Full Title of the Plan)
David C. Guenthner, Executive Vice President
and Chief Financial Officer
InaCom Corp.
200 Farnam Executive Center
10810 Farnam Drive
Omaha, Nebraska 68154
(Name and Address of Agent for Service)
Telephone Number, Including Area Code,
of Agent for Service: 402-392-3900
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CALCULATION OF REGISTRATION FEE
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<S> <C> <C> <C> <C>
Title of Amount to Proposed maximum Proposed maximum Amount of
securities be regis- offering price aggregate registration
to be tered per share(1) offering price(1) fee(2)
registered
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Common 10,000,000 $15.00 $150,000,000* $41,700
Stock
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(1) Estimated solely for the purposes of calculating the amount of the
registration fee, pursuant to Rule 457(c), on the basis of the average of
the high and low sales prices on March 2, 1999.
(2) Relates only to additional shares registered hereby and does not include
the amount of registration fee previously paid in connection with the
1,400,000 shares of Common Stock previously registered by Registration
Statement on Form S-8 filed with the Commission on April 24, 1997 (Reg.
No. 333-25791).
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EXPLANATORY NOTE
Pursuant to General Instruction E Form S-8, this Registration Statement is
being filed in order to register 10,000,000 additional shares of Common Stock,
$.10 par value, of InaCom Corp. with respect to a currently effective
Registration Statement on Form S-8 (333-25791) relating to the InaCom 1997 Stock
Plan.
The contents of Registration Statement on Form S-8 (333-25791) as filed on
April 24, 1997 are incorporated by reference into this Registration Statement.
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PART II
INFORMATION REQUIRED IN REGISTRATION STATEMENT
Item 8. Exhibits
4.1 - InaCom 1997 Stock Plan, incorporated by reference from
Exhibit 4.1 of the Company's Registration Statement on Form
S-8 (333-25791) and amendment thereto incorporated by
reference from the Company's Current Report on Form 8-K dated
February 17, 1999.
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company (included as part
of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick LLP
23.3 - Consent of Ernst & Young LLP
24 - Powers of Attorney*
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*Previously filed with Form S-8 (333-25791)
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, InaCom
Corp., a Delaware corporation, certifies that it has reasonable grounds to
believe that it meets all the requirements for filing on Form S-8, and has duly
caused this registration statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Omaha, and the State of
Nebraska, on this 4th day of March, 1999.
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 4th day of March, 1999.
Signature Title
/s/Bill L. Fairfield
_________________________ President (Principal Executive
Bill L. Fairfield Officer) and Director
/s/ David C. Guenthner
_________________________ Executive Vice President and Chief
David C. Guenthner Financial Officer (Principal
Financing and Accounting Officer)
Joseph Auerbach* Director
Richard H. Bard Director
Mogens C. Bay* Director
James Q. Crowe Director
W. Grant Gregory* Director
Rick Inatome* Director
Joseph Inatome* Director
William H. Janeway Director
John R. Oltman Director
Gary Schwendiman* Director
William Y. Tauscher Director
Linda S. Wilson* Director
*This registration statement has been signed by the undersigned as
attorney-in-fact on behalf of each person so indicated pursuant to a power of
attorney duly executed by each such person and previously filed as exhibit to
Form S-8 (333-25791).
/s/ Bill L. Fairfield
By____________________________
Bill L. Fairfield
Attorney-in-Fact
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INDEX OF EXHIBITS
PAGE
NUMBER DESCRIPTION NO.
4.1 - InaCom 1997 Stock Plan, incorporated by reference from
Exhibit 4.1 of the Company's Registration Statement
on Form S-8 (333-25791) and amendment thereto incorporated
by reference from the Company's Current Report on Form
8-K dated February 17, 1999.
5 - Opinion of McGrath, North, Mullin & Kratz, P.C.
23.1 - Consent of McGrath, North, Mullin & Kratz,
P.C., counsel for the Company (included as part
of Exhibit 5)
23.2 - Consent of KPMG Peat Marwick LLP
23.3 - Consent of Ernst & Young LLP
24 - Powers of Attorney*
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*Previously filed with Form S-8 (333-25791)
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McGrath, North, Mullin & Kratz, P.C.
1400 One Central Park Plaza
222 South Fifteenth Street
Omaha, NE 68102
402-341-3070
March 4, 1999
InaCom Corp.
10810 Farnam Drive
Omaha, Nebraska 68154
Ladies and Gentlemen:
In connection with the registration under the Securities Act of 1933,
as amended, of 10,000,000 shares of common stock (the "Common Stock"), $.10 par
value, of InaCom Corp., a Delaware corporation (the "Company"), authorized for
issuance pursuant to the InaCom 1997 Stock Plan (the "Plan"), we have examined
such corporate records and other documents, including the registration statement
on Form S-8 to be filed with the Securities and Exchange Commission relating to
such shares (the "Registration Statement"), and have reviewed such matters of
law as we have deemed necessary for this opinion. Based on such examination, we
advise you that in our opinion:
1. The Company is a corporation duly organized and existing under the
laws of the State of Delaware.
2. Upon the issuance of shares in accordance with the Plan, all
necessary corporate action on the part of the Company will have been taken to
authorize the issuance of up to an additional 10,000,000 shares of Common Stock
by the Company, and when issued as contemplated in the Registration Statement
and related documents, such shares will be legally issued, fully paid and
nonassessable.
We consent to the filing of this opinion as an exhibit to the
Registration Statement.
Yours very truly,
McGRATH, NORTH, MULLIN & KRATZ, P.C.
By: /s/ David L. Hefflinger
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David L. Hefflinger
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KPMG Peat Marwick
Two Central Park Plaza
Suite 1501
233 South 13th Street
Omaha, NE 68102
(402) 348-1450
Accountants' Consent
The Board of Directors
InaCom Corp.:
We consent to the incorporation by reference of our report dated February 19,
1999, with respect to the consolidated balance sheets of InaCom Corp. and
subsidiaries as of December 26, 1998 and December 27, 1997, and the related
consolidated statements of operations, stockholders' equity and cash flows for
each of the years in the three-year period ended December 26, 1998.
We also consent to the incorporation by reference of our report dated February
19, 1999, with respect to the supplemental consolidated balance sheets of InaCom
Corp. and subsidiaries as of December 26, 1998 and December 27, 1997 and the
related supplemental consolidated statements of operations, stockholders' equity
and cash flows for each of the years in the three-year period ended December 26,
1998. That report refers to the opinion of other auditors with respect to
Vanstar Corporation ("Vanstar") a company acquired in February 1999 in a
business combination accounted for as a pooling of interests. Such statements
are included in the consolidated financial statements of the Company and reflect
total assets constituting 53.3 percent as of December 27, 1997 and total
revenues constituting 42.1 percent and 41.7 percent for the years ended December
27, 1997 and December 28, 1996, respectively, of the related consolidated
totals. Those statements were audited by other auditors whose report has been
furnished to us, and our opinion, insofar as it relates to the amounts included
for Vanstar, is based solely on the report of the other auditors.
/s/ KPMG Peat Marwick LLP
Omaha, Nebraska
March 3, 1999
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CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the Registration Statement (Form
S-8) pertaining to the InaCom 1997 Stock Plan of our report dated June 3, 1998
(except for Note 16, as to which the date is December 30, 1998) with respect to
the consolidated financial statements of the Vanstar Corporation for the year
ended April 30, 1998.
/s/ Ernst & Young LLP
Atlanta, Georgia
March 1, 1999
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