INACOM CORP
8-K, 1999-12-15
PATENT OWNERS & LESSORS
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                                  UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION

                             Washington, D.C. 20549

                                  -------------

                                    FORM 8-K

                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                         Securities Exchange Act of 1934

                                December 14, 1999
                Date of Report (Date of earliest event reported)

                                  InaCom Corp.

             (Exact name of registrant as specified in its charter)

Delaware                            0-16114                      47-0681813
(State or other                  (Commission                  (IRS Employer
jurisdiction of                   File Number               Identification No.)
incorporation)

10810 Farnam Drive, Suite 200, Omaha, Nebraska                     68154
         (Address of principal executive offices)                (Zip Code)

               Registrant's telephone number, including area code
                                 (402) 758-3900

<PAGE>

Item 5. OTHER EVENTS.

     On December 14, 1999,  InaCom Corp.  issued a press release which  included
its earnings  outlook for the fourth quarter ending December 25, 1999. A copy of
the press release is attached as an exhibit to this report.

Item 7.   FINANCIAL STATEMENTS AND EXHIBITS.

Exhibit 99.1      Press Release

     Pursuant to the  requirements  of the Securities  Exchange Act of 1934, the
registrant  has duly  caused  this  report  to be  signed  on its  behalf by the
undersigned hereunto duly authorized.

                                         INACOM CORP.

December 14, 1999                        /s/ Thomas Fitzpatrick
                                         ---------------------------------------
                                         Thomas Fitzpatrick
                                         Executive Vice President and
                                         Chief Finance Officer




                 INACOM RESTRUCTURES OPERATIONS TO DRIVE GROWTH
                     IN EBUSINESS INFRASTRUCTURE MANAGEMENT
                       COMPANY TO REDUCE OPERATING COSTS,
              IMPROVE EFFICIENCIES, AND ENHANCE SERVICE TO CLIENTS

(OMAHA,  NEB - DEC 14,  1999) -  Inacom  Corp  (NYSE:  ICO)  today  announced  a
comprehensive  restructuring  designed to leverage  its  leadership  position in
eBusiness   infrastructure   solutions.  The  restructuring  will  separate  and
streamline  product and  solutions,  exploit the value of the company's  product
utility, and optimize its field sales force.

"Since my arrival at Inacom in October, I have examined the opportunities in the
marketplace  -  particularly  as they  relate  to the  design,  development  and
management of  information  technology  infrastructures,"  said G.A.  Gagliardi,
president  and chief  executive  officer of  Inacom.  "In  addition,  a rigorous
evaluation of Inacom's assets, systems, organizational structure and competitive
strategy was  conducted.  As a result,  it was determined  that a  comprehensive
operational   restructuring   was   necessary  to   capitalize   on  the  market
opportunities and to maximize the value of the Company."

Gagliardi said the  restructuring  will allow Inacom to remove costs by reducing
corporate  overhead,   streamlining  sales  and  service  delivery,  eliminating
redundancies and improving  operational  efficiencies.  The  restructuring  will
eliminate layers of management and consolidate Inacom's organizational structure
to improve  accountability,  provide clients with truly integrated solutions and
enhance their overall experiences with the Company.

 "While Inacom was founded on hardware  procurement,  the focus of this business
has rapidly  evolved to  building  and  managing  enterprise  solutions  with an
emphasis on eBusiness infrastructures," Gagliardi said. "The changes made by the
restructuring  reflect that evolution.  Organizationally,  we have made the sale
and delivery of solutions the lead functions of the Company, while the logistics
of  product  acquisition  and  delivery  becomes a utility  to drive  integrated
solutions and attract business from both OEMs and independent resellers."

With over 6,000 technical  professionals  and existing  relationships  with more
than 35 percent of Fortune 500 corporations, Gagliardi said the changes position
Inacom for growth in an attractive marketplace.  According to the Gartner Group,
opportunities  in the high margin network  services  market are expected to grow
from $34 billion in 1998 to $71.5 billion in 2003. The eBusiness  service market
is  expected  to grow from $4  billion  in 1998 to $13  billion  in 2003 and the
desktop  management  market is  expected  to grow by 20 percent  annually to $20
billion in 2003.

"When we complete this operational restructuring,  we will begin capitalizing on
the  opportunities  in  the  digital  economy,"   Gagliardi  said.   "Inacom  is
well-positioned  to leverage its  expertise in  fully-integrated  infrastructure
solutions. This includes multi-vendor hardware and software solutions,  complete
networking  solutions,  and customization and delivery of solutions  directly to
clients' desktops."

As a result of the restructuring  initiatives,  the Company currently  estimates
that  it will  eliminate  at  least  1,000  full-time  or  full-time  equivalent
employees during the first three quarters of fiscal year 2000. Additionally, the
Company has decided to exit the federal government business.  These initiatives,
together  with other  efficiency  efforts,  are expected to result in annualized
cost savings of more than $100 million.

In  recognition  of the  workforce  reduction,  the decision to exit the federal
government  business,  and the  realignment of certain other units,  the Company
expects to record a special  charge of between  $100  million  and $150  million
pre-tax for the fourth quarter of 1999. The charge will be primarily non-cash.

The Y2K lock-down by large  corporate  clients,  which the Company noted in late
October  and has been  widely  recognized  by  manufacturers,  continues  to put
significant   downward   pressure   on  earnings   and  overall   fourth-quarter
performance.  This stronger than  expected  deviation  from normal client buying
patterns will result in reduced vendor incentives and lower gross margins in the
fourth quarter,  which ends on December 25. As a result, the Company expects its
fourth-quarter  performance,  before the aforementioned  special charge, to be a
loss in the range of 50 to 70 cents per share.

Gagliardi has also named a new management  committee consisting of the following
executives:

- -        Dick Anderson, Senior Vice President, Solutions Sales
- -        Chris Howard, Senior Vice President, Solutions Delivery
- -        Mike Steffan, Executive Vice President, Product Utility
- -        Larry Fazzini, Senior Vice President, Corporate Resources
- -        Robert Schultz, Executive Vice President, Operations
- -        Tom Fitzpatrick, Executive Vice President and Chief Financial Officer
- -        Geri Michelic, Vice President, Marketing
- -        Jon Wellman, Vice President, Business Planning/Alliances

"The new management structure eliminates the silos that created redundancies and
inefficiencies,"  Gagliardi  said.  "The  structure  provides for a  streamlined
approach  to our  clients  and  gives  Inacom  one focus -  providing  complete,
end-to-end technology solutions."

ABOUT INACOM

Inacom Corp.  (NYSE:ICO)  is a Fortune 500 eBusiness  Infrastructure  Management
Company.  The company  architects,  builds and manages  solutions  that optimize
corporations' return on IT investments.  Inacom's client portfolio includes more
than 35% of Fortune 500 corporations.

FORWARD LOOKING STATEMENT

This press release contains certain forward-looking  statements based on certain
assumptions and information  currently available to management.  Such statements
are subject to various risks and uncertainties, including those described in the
Company's 1998 10-K Report that could cause actual results to differ  materially
from the results discussed herein.



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