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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
Date of Report (Date of earliest event reported): May 24, 2000
InaCom Corp.
(Exact name of registrant as specified in charter)
Delaware 0-16114 47-068183
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
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
Not Applicable
(Former name or former address, if changed from last report)
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This report contains certain forward-looking statements and information relating
to InaCom Corp. ("InaCom" or the "Company") that are based on the beliefs of
InaCom management as well as assumptions made by and information currently
available to InaCom management. Such statements reflect the current view of
InaCom with respect to future events and are subject to certain risks,
uncertainties, and assumptions, including the risk factors and uncertainties
described in the Company's 1998 Form 10-K annual report. 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.
Item 5. Other Events. Pursuant to the terms of a Waiver and Agreement dated May
24, 2000 (the "Agreement"), the Company's lenders under its Senior Secured
Revolving Credit Agreement dated as of April 9, 1999 (as amended to date, the
"Credit Agreement") agreed to waive all events of default, if any, existing
thereunder as of May 24, 2000 and certain events of default that may arise
thereafter as a result of, among other things, the Company's expected failure to
timely deliver annual and quarterly financial statements to the lenders. This
waiver is valid for a period (the "Waiver Period") ending upon the earliest of
(i) June 9, 2000, (ii) the date on which a bankruptcy filing, if any, is made
with respect to the Company, (iii) the date on which the Company terminates its
ongoing efforts to sell its services business, or (iv) the date on which any
event of default (other than those waived in the Agreement) under the Credit
Agreement occurs. In connection with such waiver, the Company agreed to transfer
control of its bank lockboxes to the lenders and to allow the lenders to use all
accounts receivable proceeds received from May 24, 2000 to repay amounts
outstanding under the Credit Agreement. The Company further agreed to fund its
operations during the Waiver Period generally in accordance with a budget agreed
to with its lenders, and to use its approximately $30 million of cash available
as of May 24, 2000 to fund such operations. The Company is currently attempting
to sell substantially all of its assets; there can be no assurance that any such
sale will be consummated. Further, there can be no assurance that, upon
termination of the current Waiver Period, the Company's lenders will extend such
Waiver Period or waive any defaults which will then exist. Under such
circumstances, and considering the very limited financial resources of the
Company and the Company's current financial condition, the Company will likely
need to seek protection under federal bankruptcy law. As a result, the lenders
under the Credit Agreement have agreed with the Company to work in good faith to
negotiate a mutually acceptable budget for the Company for June and July 2000,
as well as mutually acceptable debtor-in-possession financing arrangements.
There can be no assurance that such financing arrangements will be agreed. A
copy of the Agreement executed by the Company and the lenders is attached as an
exhibit and is incorporated herein by reference.
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The following exhibits are filed with this Form 8-K:
10.1 Waiver and Agreement, dated as of May 24, 2000, among InaCom Corp., the
Banks party to the Senior Secured Revolving Credit Agreement dated as of April
9, 1999, IBM Credit Corporation, as Documentation Agent, Banque Nationale de
Paris, as Syndication Agent, and Deutsche Bank AG, New York Branch, as
Administrative Agent.
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SIGNATURES
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.
By:/s/Thomas J. Fitzpatrick
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Name: Thomas J. Fitzpatrick
Title: Executive Vice President
Chief Financial Officer
June 1, 2000
