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
February 17, 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)
(402) 758-3900
Registrant's telephone number, including area code
------------------------------------------------------
(Former name or former address, if changed since
last report.)
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Item 2. ACQUISITION OR DISPOSITION OF ASSETS.
The stockholders of InaCom Corp., a Delaware corporation ("InaCom"), at
a special stockholders' meeting on February 17, 1999, approved the issuance of
InaCom common stock to stockholders of Vanstar Corporation, a Delaware
corporation ("Vanstar"), pursuant to an Agreement and Plan of Merger dated
October 8, 1998 (the "Merger Agreement"). The Vanstar stockholders, at a special
stockholders' meeting also held on February 17, 1999, approved the Merger
Agreement. Vanstar became a wholly-owned subsidiary of InaCom on February 17,
1999 following the foregoing stockholder approvals and the filing of a
Certificate of Merger in Delaware. A copy of the Certificate of Merger is
attached hereto as Exhibit 3.1.
The InaCom stockholders at the special stockholders' meeting also
approved (i) an amendment to the certificate of incorporation of InaCom to
increase the number of authorized shares of InaCom common stock to 100,000,000
shares and (ii) an increase of an additional 10,000,000 shares of InaCom common
stock authorized for issuance under the 1997 InaCom Stock Plan. The amendment of
InaCom's certificate of incorporation is attached hereto as Exhibit 3.2 and the
amendment of the InaCom Stock Plan is attached hereto as Exhibit 4.1.
Under the terms of the Merger Agreement, Vanstar stockholders are
entitled to receive .64 shares of InaCom common stock in exchange for each share
of Vanstar common stock previously owned.
Item 7. FINANCIAL STATEMENTS AND EXHIBITS.
The financial statements required by Item 7(a) and Item 7(b) of Form
8-K will be filed pursuant to an amendment to Form 8-K no later than March 26,
1999.
(c) Exhibits.
2.1 Agreement and Plan of Merger dated October 8, 1998 among
InaCom Corp., Vanstar Corporation, and InaCom Acquisition Inc.
incorporated by reference from InaCom Corp.'s Current Report
on Form 8-K dated October 8, 1998.
3.1 Certificate of Merger.
3.2 Amendment to Certificate of Incorporation of InaCom Corp.
4.1 Amendment to 1997 InaCom Stock Plan
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SIGNATURE
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.
February 17, 1999 /s/ DAVID C. GUENTHNER
By:______________________
David C. Guenthner
Executive Vice President and
Chief Financial Officer
3
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INDEX TO EXHIBITS
Exhibit Description
2.1 Agreement and Plan of Merger dated October 8, 1998 among InaCom Corp.,
Vanstar Corporation, and InaCom Acquisition Inc. incorporated by
reference from InaCom Corp.'s Current Report on Form 8-K dated October
8, 1998.
3.1 Certificate of Merger.
3.2 Amendment to Certificate of Incorporation of InaCom Corp.
4.1 Amendment to 1997 InaCom Stock Plan.
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CERTIFICATE OF MERGER
OF
INACOM ACQUISITION, INC.
(A DELAWARE CORPORATION)
INTO
VANSTAR CORPORATION
(A DELAWARE CORPORATION)
(UNDER SECTION 251 OF THE GENERAL CORPORATION LAW
OF THE STATE OF DELAWARE)
It is hereby certified that:
1. The constituent corporations participating in the merger herein
certified are:
INACOM ACQUISITION, INC., which is incorporated under the laws of the State
of Delaware; and
VANSTAR CORPORATION, which is incorporated under the laws of the State of
Delaware.
2. An Agreement of Merger has been approved, adopted, certified, executed,
and acknowledged by each of the aforesaid constituent corporations in accordance
with the provisions of subsection (c) of Section 251 (and, with respect to
InaCom Acquisition, Inc., Section 228 by the written consent of its sole
stockholder) of the General Corporation Law of the State of Delaware.
3. The name of the surviving corporation in the merger herein certified is
Vanstar Corporation.
4. The Certificate of Incorporation of Vanstar Corporation shall be the
Certificate of Incorporation of said surviving corporation.
5. The executed Agreement of Merger between the aforesaid constituent
corporations is on file at the principal place of business of the aforesaid
surviving corporation, the address of which is as follows:
Vanstar Corporation
2001 Westside Parkway, Suite 260
Alpharetta, Georgia 30004
6. A copy of the aforesaid Agreement of Merger will be furnished by the
aforesaid surviving corporation, on request, and without cost, to any
stockholder of either of the aforesaid constituent corporations.
7. This Certificate of Merger shall be effective as of 4:30 p.m. Eastern
time on February 17, 1999.
Dated: February 17, 1999
VANSTAR CORPORATION
/s/ WILLIAM Y. TAUSCHER
By: ________________________
William Y. Tauscher
Its: President
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CERTIFICATE OF AMENDMENT
OF
CERTIFICATE OF INCORPORATION
OF
INACOM CORP.
INACOM CORP., a corporation organized and existing under the laws of the
State of Delaware (the "Corporation"), pursuant to the provisions of the General
Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as
follows:
FIRST: The Certificate of Incorporation of the Corporation is hereby
amended by deleting the first sentence of ARTICLE IV of the Certificate of
Incorporation in its present form and substituting therefor a new first sentence
of ARTICLE IV in the following form:
"The total number of shares which this corporation shall have the authority
to issue is One Hundred One Million (101,000,000) shares, divided into One
Hundred Million (100,000,000) shares of Common Stock of a par value of Ten Cents
($.10) per share and One Million (1,000,000) shares of Class A Preferred Stock
of a par value of One Dollar ($1.00) per share."
SECOND: The amendment to the Certificate of Incorporation of the
Corporation set forth in this Certificate of Amendment has been duly adopted in
accordance with the provisions of Section 242 of the DGCL by (a) the Board of
Directors of the Corporation having duly adopted a resolution setting forth such
amendment and declaring its advisability and submitting it to the stockholders
of the Corporation for their approval, and (b) the stockholders of the
Corporation having duly adopted such amendment by vote of the holders of a
majority of the outstanding stock entitled to vote thereon at a special meeting
of stockholders called and held upon notice in accordance with Section 222 of
the DGCL.
IN WITNESS WHEREOF, the undersigned have executed this Certificate on this
17th day of February, 1999.
INACOM CORP.
/s/ BILL L. FAIRFIELD
By:_________________________
BILL L. FAIRFIELD
President
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AMENDMENT NO. 1 to INACOM 1997 STOCK PLAN
Section 5.1 of the InaCom 1997 Stock Plan is hereby amended to change the
reference therein to "1,400,000 shares of Stock" to "11,400,000 shares of
Stock".
