-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, WKbz63LeHPPL0NZHpDSJrF9wntEgUD4Mvd+9RinP9pQocoH98GfSpUt7qhLLq1zG 7UHrLd4kdbjG/fV6Hz5RpQ== 0000950008-97-000277.txt : 19970807 0000950008-97-000277.hdr.sgml : 19970807 ACCESSION NUMBER: 0000950008-97-000277 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 5 CONFORMED PERIOD OF REPORT: 19970723 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970806 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: SAVOIR TECHNOLOGY GROUP INC CENTRAL INDEX KEY: 0000715842 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 942414428 STATE OF INCORPORATION: CA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-11560 FILM NUMBER: 97652288 BUSINESS ADDRESS: STREET 1: 254 E HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4083790177 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 8-K 1 CURRENT REPORT 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: July 23, 1997 WESTERN MICRO TECHNOLOGY, INC. ------------------------------------------------------ (Exact name of registrant as specified in its charter) Delaware 0-11560 94-2414428 - ---------------------------- ------------ ---------------------- (State or Other Jurisdiction (Commission (I.R.S. Employer of Incorporation) File Number) Identification Number) 254 East Hacienda Avenue, Campbell, CA 95008 ---------------------------------------- ---------- (Address of principal executive offices) (Zip Code) (408) 379-0177 ------------------------------- (Registrant's telephone number, including area code) Item 5. Other Events. ------------ Delaware Reincorporation. - ------------------------ On August 1, 1997, Western Micro Technology Inc., a California corporation, effected a change in its domicile from the State of California to the State of Delaware (the "reincorporation") through a merger of the Company with and into the Savoir Technology Group, Inc., a Delaware corporation. Appropriate consents and approvals were obtained for the reincorporation, including the approval of the shareholders of Western Micro Technology, Inc. The term "Registrant" or the "Company" as used herein shall refer to the Savoir Technology Group, Inc., a Delaware corporation, and its predecessor, Western Micro Technology, Inc., a California corporation. Press Release - ------------- On July 23, 1997, the Registrant issued the press release attached hereto as Exhibit 99.1 and incorporated by reference. The press release related to the Registrant's announcement that it had signed a letter agreement with the stockholders of Star Management Services, Inc. ("Star") to extend the closing date of the proposed acquisition by the Registrant of the outstanding capital stock of Star from July 31, 1997 (the closing date specified in the Stock Purchase Agreement dated June 4, 1997 by and among the Registrant, Star, Harvey E. Najim and Carlton Joseph Mertens II, filed as Exhibit 2.1 to Amendment No. 2 of the Registrant's Current Report on Form 8-K filed on July 16, 1997 (the "Stock Purchase Agreement")) to August 31, 1997. The letter agreement provides, among other things, that: (1) the Registrant pay a $500,000 deposit to Star, 100% of which would be applied by Star to any termination charge that the Registrant would owe Star per the terms of the Stock Purchase Agreement and 50% of which would be applied towards the purchase price if the closing occurs on or before August 31, 1997, with the remaining 50% to be retained by Star as consideration for granting the 30-day extension; (2) the termination fee will be $1,000,000 if the Registrant is unable to close the transaction on August 31, 1997 and Star has met all of its conditions to closing as specified in the Stock Purchase Agreement; provided, however, that the termination fee will be $500,000 if the Registrant is unable to close because the stockholders of Star would not waive the condition with respect to the Registrant's obtaining financing pursuant to terms that do not require repayment of principal during the first 24 months after closing; and (3) the Registrant shall pay Mr. Najim his share of the total purchase price in full at the closing and may adjust the number of shares of the Registrant common stock to be issued to Mr. Mertens based on a calculation of the average closing price of the Registrant's common stock 5 days prior to closing. The following table sets forth selected unaudited pro forma combined financial information of the Company and Star at the dates and for the fiscal year ended December 31, 1996 and six-month period ended June 30, 1997, as revised to reflect changes made as a result of the terms of the letter agreement summarized above. The pro forma information contained herein supersedes in its entirety the pro forma information -2- contained in Amendment No. 1 and Amendment No. 2 to the Registrant's Current Report on Form 8-K dated June 18, 1997 and July 16, 1997, respectively. The pro forma information is presented for informational purposes only, and is not necessarily indicative of the operating results or financial position that would have occurred if the Star Acquisition had been consummated at the beginning of the periods presented, nor is it necessarily indicative of future operating results or financial position. The parties intend that the Star Acquisition will be accounted for as a purchase in accordance with Accounting Principles Board Opinion Number 16. For pro forma purposes, the Star financial data covers the approximate comparable financial reporting periods used by the Company (see footnote 1 below). UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA
Year Ended December 31, 1996 (1) Six Months Ended June 30, 1997 (1) ------------------------------------------- ------------------------------------------- Pro Forma Pro Forma Pro Forma Pro Forma Savoir Star Adjustments Combined Savoir Star Adjustments Combined -------- -------- -------- -------- -------- ------- --------- -------- (in thousands, except per share data) Net sales(A)................ $131,697 $76,495 $ -- $208,192 $ 75,836 $42,712 $ -- $118,548 Cost of goods sold.......... 114,389 66,383 -- 180,772 63,274 37,295 -- 100,569 -------- -------- -------- -------- ------- ------- ------- -------- Gross profit................ 17,308 10,112 -- 27,420 12,562 5,417 -- 17,979 Selling, general and administrative expenses, including amortization.. 14,123 7,217 3,061 (2) 21,089 10,603 4,283 1,530 (2) 14,760 (2,312)(3) (1,156)(3) (1,000)(4) (500)(4) --------- -------- -------- -------- ------- ------- -------- -------- Operating income............ 3,185 2,895 (251) 6,331 1,959 1,134 126 3,219 --------- -------- -------- -------- ------- ------- -------- -------- Interest expense............ 978 81 3,476 (5) 4,535 928 25 1,738 (5) 2,691 Other expense (income)...... (407) -- -- (407) (231) -- -- (231) Income tax expense.......... 276 963 (357)(6) 882 312 -- (8)(6) 304 --------- -------- -------- -------- ------- ------- -------- -------- Net income(B)............... $ 2,338 $ 1,851 $ (2,869) $ 1,321 $ 950 $ 1,109 $ (1,604) $ 455 ========= ======== ======== ======== ======= ======= ======== ======== Net income per share:(C) -- Primary............... $ 0.51 $ -- $ -- $ 0.26 $ 0.19 $ -- $ -- $ 0.08 -- Fully diluted......... 0.50 -- -- 0.25 0.19 -- -- 0.08 Number of shares used in per share calculations: -- Primary............... 4,510 -- 556 (7) 5,066 5,080 -- 556 (7) 5,636 -- Fully diluted......... 4,663 -- 556 5,219 5,106 -- 556 5,662 - ---------- (1) For purposes of the pro forma combined data, Star's financial data for its fiscal year ended October 31, 1996 and its fiscal six months ended April 30, 1997 have been combined with the Company's financial data for the fiscal year ended December 31, 1996 and the six months ended June 30, 1997, respectively. (2) Increase in amortization of goodwill and other intangibles associated with the Star Acquisition. (3) Reduction in Star's executive compensation to reflect Star Acquisition. (4) Cost reductions as a result of consolidation of certain facilities and elimination of duplicate back-office functions. (5) Increase in interest expense associated with the proposed Loan Financing, $10.0 million overadvance, $15.0 million subordinated debt, and $6.5 million original principal amount of notes proposed to be issued to the selling stockholders in the Star Acquisition ("Seller Notes"). (6) Tax adjustment to reflect 40% overall tax rate applicable to pro forma results. (7) Issuance of restricted Common Stock as consideration in proposed Star Acquisition. (A) If the IRA Agreement had been entered into as of the beginning of the periods indicated, the Company believes that the pro forma combined net sales of the Company for the year ended December 31, 1996 and the six months ended June 30, 1997 would have been approximately $246,914,000 and $139,400,000, respectively. -3- (B) If the IRA Agreement had been entered into as of the beginning of the periods indicated, the Company believes that the pro forma combined net income of the Company for the year ended December 31, 1996 and the six months ended June 30, 1997 would have been approximately $2,230,000 and $1,074,000, respectively. (C) If the IRA Agreement had been entered into as of the beginning of the periods indicated, the Company believes that the pro forma combined net income per share of the Company would have been, for the year ended December 31, 1996, approximately $.44 (Primary) and $.43 (Fully Diluted) and, for the six months ended June 30, 1997, approximately $.19 (Primary) and $.19 (Fully Diluted).
UNAUDITED PRO FORMA BALANCE SHEET DATA AT JUNE 30, 1997(1)
Pro Forma Pro Forma Savoir Star Adjustments Combined ------ ------ ----------- --------- (in thousands) Working capital.................................. 7,997 4,391 (24,808)(2) (12,420) Net trade accounts receivable.................... 36,869 8,297 (1,000)(3) 44,166 Inventories...................................... 19,542 5,597 (500)(4) 24,639 Total assets..................................... 69,407 20,673 50,285 (5) 140,365 Long-term debt................................... 662 -- 23,102 (6) 23,764 Shareholders' equity............................. 19,051 5,079 3,875 (7) 28,005 - ---------- (1) For purposes of the pro forma combined data, Star's financial data at April 30, 1997 have been combined with the Company's financial data at June 30, 1997. (2) Increase in accounts receivable and inventory reserves estimated at $1,500,000, required increase in short-term borrowing under new secured financing facility of $12,193,000, increase in current portion of long term debt of $5,000,000 to reflect amortization of new overadvance facility and $3,377,000 to reflect discounted current portion of the Seller Notes and an increase in accrued expenses of $2,738,000 to reflect Star acquisition costs. (3) Estimated increase in accounts receivable reserves. (4) Estimated increase in inventory reserves. (5) Increase in goodwill and other intangibles of $51,785,000 net of increase in accounts receivable and inventory reserves of $1,500,000. (6) Increase in long-term debt from long-term portion of overadvance facility of $5,000,000, long-term portion of the Seller Notes of $3,102,000, and issuance of $15,000,000 in subordinated debt. (7) Issuance of $5,000,000 in restricted common stock at closing to one of the selling stockholders of Star and increase of $1,375,000 as a result of issuance of warrants associated with debt financing.
The foregoing unaudited pro forma combined financial data do not include any pro forma adjustments which reflect the potential effect of (i) the sales revenues and other operating results that would have occurred if the IRA Agreement, pursuant to which the Sirius End-user Business will purchase IBM systems from the Company upon consummation of the Star Acquisition, had been entered into as of the beginning of the periods indicated (except as described in footnotes (A), (B) and (C) to the pro forma statement of operations data), (ii) any efficiencies which may result from combining the Company's and Star's operations (other than $1.0 million attributable to facilities consolidation and elimination of duplicate back-office functions), or (iii) the costs of restructuring, integrating or consolidating such operations. Certain statements in this Memorandum concerning the Star Acquisition, including descriptions of the Star Acquisition and pro forma financial information, are forward-looking statements that involve risks and uncertainties. There can be no assurance that the Star Acquisition will have the desired benefits or that it will not have an adverse effect on the -4- Company's business, financial condition or results of operations. Actual results could differ materially from those discussed herein. ITEM 7. Financial Statements and Exhibits. --------------------------------- (a) Exhibits. 2.1 Agreement of Merger and Plan of Reorganization between Western Micro Technology, Inc., a California corporation, and the Savoir Technology Group, Inc., a Delaware corporation, dated as of August 1, 1997. 3.i Certificate of Incorporation of the Savoir Technology Group, Inc., a Delaware corporation. 3.ii Bylaws of the Savoir Technology Group, Inc., a Delaware corporation. 99.1 Press Release dated July 23, 1997. -5- 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. Dated: August 4, 1997 WESTERN MICRO TECHNOLOGY, INC. By /s/ James W. Dorst -------------------------------- James W. Dorst Chief Financial Officer -6- EXHIBIT INDEX Exhibit No. Description ----------- ----------- 2.1 Agreement of Merger and Plan of Reorganization between Western Micro Technology, Inc., a California corporation, and the Savoir Technology Group, Inc., a Delaware corporation, dated as of August 1, 1997. 3.i Certificate of Incorporation of the Savoir Technology Group, Inc., a Delaware corporation. 3.ii Bylaws of the Savoir Technology Group, Inc., a Delaware corporation. 99.1 Press Release dated July 23, 1997. -7- EX-2.1 2 AGREEMENT OF MERGER/PLAN OF REORG Exhibit 2.1 AGREEMENT OF MERGER AND PLAN OF REORGANIZATION ---------------------------------------------- THIS AGREEMENT OF MERGER AND PLAN OF REORGANIZATION ("Agreement") dated as of August 1, 1997 by and between WESTERN MICRO TECHNOLOGY, INC., a California ------------------------------ corporation (the "California Company"), and SAVOIR TECHNOLOGY GROUP, INC., a ----------------------------- Delaware corporation (the "Delaware Company"), W I T N E S S E T H: WHEREAS, the California Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of California and, on the date of this Agreement, has authority to issue Twenty-five Million (25,000,000) shares of Common Stock, without par value, of which Four Million Eight Hundred Two Thousand Seven Hundred Twenty (4,802,720) shares are issued and outstanding and Ten Million (10,000,000) shares of Preferred Stock, without par value. There are no shares of Preferred Stock outstanding; and WHEREAS, the Delaware Company is a corporation duly organized, validly existing, and in good standing under the laws of the State of Delaware and, on the date of this Agreement, has authority to issue Twenty-five Million (25,000,000) shares of Common Stock, $0.01 par value, of which One Hundred (100) shares are issued and outstanding, all of which are owned by the California Company, and Ten Million (10,000,000) shares of Preferred Stock, $0.01 par value. There are no shares of Preferred Stock outstanding; and WHEREAS, upon the effectiveness of the Merger, all of the outstanding Common Stock of the California Company will be converted into Common Stock of the Delaware Company; and WHEREAS, the respective Boards of Directors of the California Company and the Delaware Company have determined that it is advisable and in the best interests of each of such corporations that the California Company merge into the Delaware Company under and pursuant to the General Corporation Laws of Delaware and California and upon the terms and subject to the conditions provided in this Agreement for the purpose of effecting a reincorporation of the California Company in the State of Delaware in a transaction qualifying as a reorganization within the meaning of Section 368(a)(1)(F) of the Internal Revenue Code and have, by resolutions duly adopted, approved this Agreement and directed that it be submitted to a vote of their respective shareholders and executed by the undersigned officers: NOW, THEREFORE, the parties do hereby adopt the plan of reorganization encompassed by this Merger Agreement and do hereby promise and agree that the California Company shall merge with and into the Delaware Company on the following terms, conditions and other provisions: 1 ARTICLE 1 --------- Definitions ----------- When used in this Agreement (and any Exhibit in which such terms are not otherwise defined) the following terms shall have the following meanings, respectively: 1.1 "California Common Stock" shall mean shares of Common Stock, without ----------------------- par value, of the California Company. 1.2 "California GCL" shall mean the California General Corporation Law. -------------- 1.3 "Delaware Common Stock" shall mean shares of Common Stock, par value --------------------- $0.01 per share, of the Delaware Company. 1.4 "Delaware GCL" shall mean the Delaware General Corporation Law. ------------ 1.5 "Effective Time" shall mean the date and time when the Merger shall -------------- become effective, in accordance with Section 2.1. 1.6 "Merger" shall mean the merger of the California Company into the ------ Delaware Company. 1.7 "Surviving Corporation" shall mean the Delaware Company from and --------------------- after the Effective Time. ARTICLE 2 --------- Merger ------ 2.1 Filings and Effectiveness. The Merger shall become effective when the ------------------------- following actions shall have been completed: (a) This Agreement and the Merger shall have been adopted and approved (i) in accordance with the California GCL by the shareholders of the California Company and (ii) in accordance with the Delaware GCL by the California Company, as the sole stockholder of the Delaware Company and; (b) All of the conditions precedent to the consummation of the Merger specified in this Agreement shall have been satisfied or duly waived by the party entitled to satisfaction thereof; (c) An executed Certificate of Merger or an executed counterpart of this Agreement shall have been filed with the Secretary of State of the State of Delaware; and 2 (d) An executed Certificate of Merger or an executed counterpart of this Agreement meeting the requirements of the California GCL shall have been submitted for filing with the Secretary of State of the State of California. 2.2 Merger. At the Effective Time, the Merger shall become effective ------ under Section 252 of the Delaware GCL and Section 1108(d) of the California GCL, and the California Company shall merge into the Delaware Company, the separate existence of the California Company shall cease, and the Delaware Company shall continue in existence under the Delaware GCL. 2.3 Effects. At the Effective Time: ------- (a) the separate existence of the California Company shall cease and the California Company shall be merged into the Delaware Company; (b) the Certificate of Incorporation of the Delaware Company shall continue as the Certificate of Incorporation of the Surviving Corporation until changed or amended as provided by law; (c) the bylaws of the Delaware Company shall continue as the bylaws of the Surviving Corporation until amended as provided therein; (d) the Statement and Designation By Foreign Corporation of the Delaware Company shall be amended to reflect the name of the Delaware Company as stated in its Certificate of Incorporation. (e) the Certificates of Authorities in each jurisdiction of the California Company shall be withdrawn and the Certificates of Authorities of the Delaware Company shall be simultaneously filed to duly qualify the Delaware Company to transact business in such jurisdictions as a foreign entity. (f) the directors of the California Company in office on the Effective Date shall be and continue as directors of the Surviving Corporation until their successors are elected in accordance with the Certificate of Incorporation and the bylaws of the Surviving Corporation and are duly qualified; (g) each officer of the California Company in office on the Effective Date shall be and continue as an officer of the Surviving Corporation and, until their successors are elected or appointed in accordance with the bylaws of the Surviving Corporation and are duly qualified, such officers shall hold the office in the same capacity of the Surviving Corporation which they held before the Merger; (h) each share of California Common Stock outstanding immediately prior to the Effective Time shall be converted into one share of Delaware Common Stock pursuant to Article 3 hereof; and 3 (i) without further transfer, act or deed, the separate existence of the California Company shall cease and the Surviving Corporation shall possess all the rights, privileges, powers and franchises of a public as well as of a private nature, and shall be subject to all the restrictions, disabilities and duties of the California Company; and each and all of the rights, privileges, immunities, powers and franchises of the California Company, and all property, real, personal and mixed, and all debts due to the California Company on whatever account, stock subscriptions and other things in action or belonging to the California Company shall be vested in the Surviving Corporation; and all property, rights, privileges, powers and franchises, and each and every other interest of the California Company shall be thereafter as effectually the property of the Surviving Corporation as they were of the California Company; and the title to any real estate vested by deed or otherwise, under the laws of the States of Delaware or California or of any other jurisdiction, in the California Company shall not revert or be in any way impaired by reason of the Merger; but all rights of creditors of the California Company and all liens upon any property of the California Company shall be preserved unimpaired and all debts, liabilities and duties of the California Company shall thenceforth attach to the Surviving Corporation and may be enforced against it to the same extent as if such debts, liabilities and duties had been incurred or contracted by it. 2.4 Further Assurances. The California Company agrees that if, at any ------------------ time, or from time to time, after the Effective Time, the Surviving Corporation shall consider or be advised that any further deeds, assignments or assurances are necessary or desirable to vest, perfect or confirm in the Surviving Corporation title to any property, rights, privileges, immunities, powers or franchises of the California Company, the Surviving Corporation and its proper officers and directors may execute and deliver all such proper deeds, assignments and assurances and do all other things necessary or desirable to vest, perfect or confirm title to such property, rights, privileges, immunities, powers or franchises in the Surviving Corporation and otherwise to carry out the purposes of this Agreement, in the name of the California Company or otherwise. ARTICLE 3 --------- Conversion of Shares -------------------- 3.1 Conversion of Shares. At the Effective Time, the California Common -------------------- Stock shall be converted into Delaware Common Stock as follows: (a) each share of California Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into one share of Delaware Common Stock; (b) each share of Delaware Common Stock issued and outstanding immediately prior to the Effective Time shall, by virtue of the Merger, be canceled without consideration and shall resume the status of authorized and unissued shares of Delaware Common Stock; and 4 (c) each share of Delaware Common Stock will continue to be quoted on the National Association of Security Dealers Automatic Quotation System ("NASDAQ") under the symbol "WSTM" without interruption, as shares of the California Common Stock now quoted and traded. 3.2 Stock Certificates. At and after the Effective Time, all of the ------------------ outstanding certificates which immediately prior to the Effective Time represent shares of California Common Stock shall be deemed for all purposes to evidence ownership of, and to represent, shares of Delaware Common Stock into which the shares of California Common Stock formerly represented by such certificates have been converted as provided in this Agreement. The registered owner on the books and records of the Delaware Company or its transfer agents of any such outstanding stock certificate shall, until such certificate shall have been surrendered for transfer or otherwise accounted for to the Delaware Company or its transfer agents, have and be entitled to exercise any voting and other rights with respect to, and to receive any dividends and other distributions upon, the shares of Delaware Common Stock evidenced by such outstanding certificate as above provided. 3.3 Employee or Director Option and Benefit Plans. Each option or other --------------------------------------------- right to purchase or otherwise acquire shares of California Common Stock granted under any employee or director option or benefit plan of the California Company (collectively, the "Plans") which is outstanding immediately prior to the Effective Time shall, by virtue of the Merger and without any action on the part of the holder thereof, be converted into and become an option or right to purchase or acquire (and the Delaware Company hereby assumes the obligation to deliver) the same number of shares of Delaware Common Stock at the same price per share, and upon the same terms and subject to the same conditions, as set forth in each of the Plans, as in effect at the Effective Time. The same number of shares of Delaware Common Stock shall be reserved for purposes of the Plans as is equal to the number of shares of California Common Stock so reserved as of the Effective Time. As of the Effective Time, the Delaware Company hereby assumes the Plans and all obligations of the California Company under the Plans including the outstanding options and rights granted pursuant to the Plans. 3.4 Validity of Delaware Common Stock. All shares of Delaware Common --------------------------------- Stock into which California Common Stock are to be converted pursuant to the Merger shall not be subject to any statutory or contractual preemptive rights, shall be validly issued, fully paid and nonassessable and shall be issued in full satisfaction of all rights pertaining to such California Common Stock. 3.5 Rights of Former Holders. From and after the Effective Time, no ------------------------ holder of certificates which evidenced California Common Stock immediately prior to the Effective Time shall have any rights with respect to the shares formerly evidenced by those certificates, other than to receive the shares of Delaware Common Stock into which such California Common Stock shall have been converted pursuant to the Merger. 5 ARTICLE 4 --------- Covenants To Be Performed Prior to Closing Date ----------------------------------------------- 4.1 Consents. Each of the California Company and the Delaware Company -------- shall use its best efforts to obtain the consent and approval of each person (other than shareholders of the California Company in their capacities as such) whose consent or approval shall be required in order to permit consummation of the Merger. 4.2 Governmental Authorizations. Each of the California Company and the --------------------------- Delaware Company shall cooperate in filing any necessary reports or other documents with any federal, state, local or foreign authorities having jurisdiction with respect to the Merger. ARTICLE 5 --------- Conditions ---------- The obligations of the California Company and the Delaware Company to consummate the Merger are subject to satisfaction of the following conditions: 5.1 Authorization. The holders of a majority of the voting power of the ------------- California Company shall have approved and adopted this Agreement and the Merger at a meeting of the shareholders. All necessary action shall have been taken to authorize the execution, delivery and performance of this Agreement by the California Company and the Delaware Company. The California Company and the Delaware Company shall have full power and authority to consummate the Merger. 5.2 Consents and Approvals. All authorizations, consents and approvals ---------------------- (contractual or otherwise) of any state, federal, local or foreign government agency, regulatory body or official or any person (other than the California Company or the Delaware Company) necessary for the valid consummation of the Merger in accordance with this Agreement shall have been obtained and shall be in full force and effect. ARTICLE 6 --------- Miscellaneous ------------- 6.1 Waiver and Amendment. This Agreement may be amended by action of the -------------------- respective Boards of Directors of the California Company and the Delaware Company without action by the shareholders or stockholders of the parties, except that any amendment altering any terms of this Agreement if such alteration would adversely affect the holders of any class or series of the capital stock of the California Company or the Delaware Company must be approved by a majority of the voting power of the California Company. 6 6.2 Termination. This Agreement may be terminated and the Merger and ----------- other transactions provided for by this Agreement abandoned at any time prior to the Effective Time, whether before or after adoption and approval of this Agreement by the shareholders of the California Company, by action of the Board of Directors of the California Company if the Board determines that the consummation of the transactions contemplated by this Agreement would not, for any reason, be in the best interests of the California Company and its shareholders. 6.3 No Waiver. No waiver by any party of any condition, or the breach of --------- any term or covenant contained in this Agreement, whether by conduct or otherwise, in any one or more instances, shall be deemed to be a further or continuing waiver of any such condition or breach or a waiver of any other condition or breach of any other term or covenant contained in this Agreement. 6.4 Governing Law. This Agreement shall be governed by and construed in ------------- accordance with the laws of the State of California applicable to contracts entered into and to be performed wholly within the State of California, except to the extent that the laws of the State of Delaware are mandatorily applicable to the Merger. 6.5 Approval of the California Company as the Sole Stockholder of the ----------------------------------------------------------------- Delaware Company. By its execution and delivery of this Agreement, the - ---------------- California Company, as the sole stockholder of the Delaware Company, consents to, approves and adopts this Agreement and approves the Merger, subject to the approval and adoption of this Agreement by the holders of a majority of the voting power of the California Company pursuant to Section 5.1 hereof. The California Company agrees to execute such instruments as may be necessary or 7 desirable to evidence its approval and adoption of this Agreement and the Merger as the sole stockholder of the Delaware Company. IN WITNESS WHEREOF, the parties have caused this Agreement to be executed as of the date first above written. CALIFORNIA COMPANY WESTERN MICRO TECHNOLOGY, INC., a California corporation By /s/ P. Scott Munro ------------------------------------ P. Scott Munro Its President ---------------------------------- Attest: /s/ James W. Dorst - -------------------------------------- James W. Dorst Assistant Secretary DELAWARE COMPANY ---------------- SAVOIR TECHNOLOGY GROUP, INC., a Delaware corporation By /s/ P. Scott Munro ------------------------------------ P. Scott Munro Its President ----------------------------------- Attest: /s/ James W. Dorst - -------------------------------------- James W. Dorst Assistant Secretary 8 EX-3.I 3 CERTIFICATE OF INCORPORATION EXHIBIT 3.i CERTIFICATE OF INCORPORATION OF SAVOIR TECHNOLOGY GROUP, INC. I. The name of the Corporation is Savoir Technology Group, Inc. II. The address of the registered office of the Corporation in the State of Delaware is located at 30 The Green, in the City of Dover, Delaware, Kent County. The name of the registered agent of the Corporation at such address is The Corporation Trust Company. III. The nature of the business or purposes to be conducted or promoted by the Corporation is to engage in any lawful act or activity for which corporations may be organized under the General Corporation Law of the State of Delaware as the same exists or hereafter may be amended. IV. 1. The Corporation is authorized to issue two classes of stock to be designated Common Stock ("Common Stock") and Preferred Stock ("Preferred Stock"), respectively. The total number of shares which the Corporation is authorized to issue is Twenty Million (20,000,000). The number of shares of Common Stock authorized to be issued is Ten Million (10,000,000), $0.01 par value. The number of shares of Preferred Stock authorized to be issued is Ten Million (10,000,000), $0.01 par value. 2. The Board of Directors is expressly authorized to provide for the issue, in one or more series, of all or any shares of the Preferred Stock and, in the resolution or resolutions providing for such issue, to establish for each such series: (a) the number of its shares, which may thereafter (unless forbidden in the resolution or resolutions providing for such issue) be increased or decreased (but not below the number of shares of the series then outstanding) pursuant to a subsequent resolution of the Board of Directors; 1 (b) the voting powers, full or limited, of the shares of such series, or that such shares shall have no voting powers; and (c) the designations, preferences and relative, participating, optional or other special rights of the shares of such series, and the qualifications, limitations or restrictions thereof. 3. In furtherance of the foregoing authority and not in limitation of it, the Board of Directors is expressly authorized, in the resolution or resolutions providing for the issue of a series of Preferred Stock: (a) to subject the shares of such series, without the consent of the holders of such shares, to being converted into or exchanged for shares of another class or classes of stock of the Corporation, or to being redeemed for cash, property or rights, including securities, all on such conditions and on such terms as may be stated in such resolution or resolutions; and (b) to make any of the voting powers, designations, preferences, rights and qualifications, limitations or restrictions of the shares of the series dependent upon facts ascertainable outside this Certificate of Incorporation. 4. Whenever the Board of Directors shall have adopted a resolution or resolutions to provide for: (a) the issue of a series of Preferred Stock; (b) a change in the number of authorized shares of a series of Preferred Stock; or (c) the elimination from this Certificate of Incorporation of all references to a previously authorized series of Preferred Stock by stating that none of the authorized shares of a series of Preferred Stock are outstanding and that none will be issued; the officers of the Corporation shall cause a certificate, setting forth a copy of such resolution or resolutions and, if applicable, the number of shares of stock of such series, to be executed, acknowledged, filed and recorded, in order that the certificate may become effective in accordance with the provisions of the General Corporation Law of the State of Delaware, as from time to time amended. When any such certificate becomes effective, it shall have the effect of amending this Certificate of Incorporation, and whenever such term is used in this Certificate of Incorporation, it shall be deemed to include the effect of the provisions of any such certificate. 5. As used in this Article IV, the term "Board of Directors" shall include, to the extent permitted by the General Corporation Law of the State of Delaware, any duly authorized committee of the Board of Directors. 6. Holders of shares of Common Stock shall be entitled to receive such dividends or distributions as are lawfully declared on the Common Stock; to have notice of any authorized meeting of stockholders; to one vote for each share of Common Stock on all matters which are properly submitted to a vote of such stockholders; and, upon dissolution 2 of the Corporation, to share ratably in the assets thereof that may be available for distribution after satisfaction of creditors and of the preferences, if any, of any shares of Preferred Stock. V. The name and mailing address of the incorporator are as follows: Dawn C. Steele Pillsbury Madison & Sutro LLP 2700 Sand Hill Road Menlo Park, California 94025 VI. The number of Directors which constitute the whole Board of Directors of the Corporation shall be as specified in the Bylaws of the Corporation. VII. In furtherance and not in limitation of the powers conferred by statute, the Board of Directors is expressly authorized to make, amend, rescind or repeal the Bylaws of the Corporation. VIII. Meetings of stockholders may be held within or without the State of Delaware, as the Bylaws of the Corporation may provide. The books of the Corporation may be kept (subject to any provision contained in the General Corporation Law of the State of Delaware) outside the State of Delaware at such place or places as may be designated from time to time by the Board of Directors or in the Bylaws of the Corporation. IX. 1. A Director's liability to the Corporation for breach of duty to the Corporation or its stockholders shall be limited to the fullest extent permitted by the laws of the State of Delaware as now in effect or hereafter amended. In particular, no Director shall be liable to the Corporation or any of its stockholders for monetary damages for breach of fiduciary duty as a Director, except for liability (i) for any breach of the Director's duty of loyalty to the Corporation or its stockholders, (ii) for acts or omissions not in good faith or which involve intentional misconduct or a knowing violation of law, (iii) under Section 174 of the General Corporation Law of the State of Delaware, as the same exists or hereafter may be 3 amended, or (iv) for any transaction from which the Director derived an improper personal benefit. 2. Any repeal or modification of the foregoing paragraph by the stockholders of the Corporation shall not adversely affect any right or protection of a Director existing at the time of such repeal or modification. 3. If the General Corporation Law of the State of Delaware is amended to authorize corporate action further eliminating or limiting the liability of directors, then a Director, in addition to the circumstances in which he or she is not now liable, shall be free of liability to the fullest extent permitted by the General Corporation Law of the State of Delaware, as so amended. X. This Corporation shall indemnify its officers, Directors, employees and agents to the maximum extent permitted by the General Corporation Law of the State of Delaware, which power to indemnify shall include, without limitation, the power to enter into indemnification agreements and amendments thereto upon such terms as the Board of Directors shall deem advisable. The undersigned, being the Incorporator hereinbefore named, for the purpose of forming a corporation pursuant to the General Corporation Law of the State of Delaware, do make this certificate, hereby declaring and certifying under penalties of perjury, under the laws of the State of Delaware, that this is my act and deed and the facts herein stated are true, and accordingly have hereunto set my hand this 24th day of July, 1997. /s/ Dawn C. Steele -------------------------- Dawn C. Steele Incorporator 4 EX-3.II 4 BYLAWS BYLAWS OF SAVOIR TECHNOLOGY GROUP, INC. (A DELAWARE CORPORATION) ADOPTED AS OF AUGUST 1, 1997 TABLE OF CONTENTS ----------------- Page ---- ARTICLE I OFFICES................................................... 1 1.1 Registered Office......................................... 1 1.2 Other Offices............................................. 1 ARTICLE II MEETINGS OF STOCKHOLDERS.................................. 1 2.1 Annual Meeting............................................ 1 2.2 Special Meetings.......................................... 1 2.3 Notices................................................... 1 2.4 Stockholder Lists......................................... 2 2.5 Quorum and Adjournments................................... 2 2.6 Majority.................................................. 2 2.7 Voting.................................................... 2 2.8 Consent of Absentees...................................... 3 2.9 Action Taken Without a Meeting............................ 3 2.10 Record Date of Stockholders............................... 3 2.11 Conduct of Meeting........................................ 4 2.12 Notice of Business Proposed at Meetings................... 4 2.13 Inspectors of Election.................................... 4 ARTICLE III DIRECTORS................................................. 5 3.1 Powers.................................................... 5 3.2 Number, Election and Term of Office....................... 5 3.3 Vacancies................................................. 5 3.4 Annual Meetings........................................... 5 3.5 Regular Meetings.......................................... 6 3.6 Special Meetings.......................................... 6 3.7 Quorum and Majority....................................... 6 3.8 Telephonic Meeting........................................ 6 3.9 Committees................................................ 6 3.10 Action Taken Without a Meeting............................ 6 3.11 Compensation of Directors................................. 7 3.12 Interested Directors...................................... 7 ARTICLE IV OFFICERS.................................................. 7 4.1 Officers and Elections.................................... 7 4.2 Removal................................................... 7 4.3 Resignation............................................... 8 4.4 Terms of Office and Vacancies............................. 8 4.5 Salaries.................................................. 8 4.6 Chairman of the Board..................................... 8 4.7 President................................................. 8 4.8 Vice President............................................ 8 -i- Page ---- 4.9 Secretary................................................. 8 4.10 Assistant Secretary....................................... 9 4.11 Treasurer................................................. 9 4.12 Assistant Treasurer....................................... 9 ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS, RATIFICATION OF CONTRACTS, AND VOTING OF SHARES OWNED BY THE CORPORATION...........................10 5.1 Execution of Corporate Instruments........................10 5.2 Ratification by Stockholders..............................10 5.3 Voting of Shares Owned by the Corporation.................11 ARTICLE VI CERTIFICATES OF STOCK.....................................11 6.1 Entitlement...............................................11 6.2 Facsimile Signatures......................................11 6.3 Lost Certificates.........................................11 6.4 Transfer of Stock.........................................11 6.5 Fixing a Record Date......................................11 6.6 Registered Stockholders...................................12 ARTICLE VII GENERAL PROVISIONS........................................12 7.1 Dividends.................................................12 7.2 Reserves..................................................12 7.3 Checks, Notes, Instruments, Etc...........................13 7.4 Seal......................................................13 7.5 Fiscal Year...............................................13 7.6 Waiver of Notice..........................................13 7.7 Registrars and Transfer Agents............................13 7.8 Indemnification of Officers and Directors.................13 7.9 Amendments................................................13 CERTIFICATE OF SECRETARY.....................................................14 -ii- BYLAWS OF SAVOIR TECHNOLOGY GROUP, INC. (A Delaware Corporation) ARTICLE I OFFICES ------- 1.1 Registered Office. The registered office of the Corporation shall be ----------------- in the City of Wilmington, County of New Castle, State of Delaware. 1.2 Other Offices. The Corporation may additionally have offices at such ------------- other places, both within and without the State of Delaware, as the Board of Directors from time to time may determine or the business of the Corporation may require. ARTICLE II MEETINGS OF STOCKHOLDERS ------------------------ 2.1 Annual Meeting. An annual meeting of the stockholders shall be held -------------- for the purpose of electing directors and conducting such other business as may come before the meeting. The date, time and place, within or without the State of Delaware, of the annual meeting shall be determined by resolution of the Board of Directors. 2.2 Special Meetings. Special meetings of the stockholders for any other ---------------- purpose may be held at such time and place, within or without the State of Delaware, as shall be stated in the notice of the meeting or in a duly executed waiver of notice thereof. Special meetings may be called by the Board of Directors or by the President, or one or more stockholders holding shares in the aggregate entitled to cast not less than ten percent (10%) of the votes at the meeting, and shall be called by the President or Secretary at the request in writing of a majority of the Board of Directors. Such request shall state the purpose or purposes of the proposed special meeting. Business transacted at any special meeting of stockholders shall be limited to the purpose or purposes stated in the notice. 2.3 Notices. Written or printed notice of every annual or special meeting ------- of the stockholders, stating the place, date, time and, in the case of special meetings, the purpose or purposes of such meeting shall be given to each stockholder entitled to vote at such meeting not less than ten (10), nor more than sixty (60), days before the date of the meeting. All such notices shall be delivered, either personally or by mail, by or at the direction of the Board of Directors, the President or the Secretary, and if mailed, such notice shall be deemed to be delivered when deposited in the United States mail addressed to the -1- stockholder at his address as it appears on the records of the Corporation, with postage prepaid. 2.4 Stockholder Lists. The officer having charge of the stock ledger of ----------------- the Corporation shall prepare and make, at least ten days before every meeting of stockholders, a complete list of the stockholders entitled to vote at such meeting, arranged in alphabetic order, specifying the address of and the number of shares registered in the name of each stockholder. Such list shall be open to the examination of any stockholder, for any purpose germane to the meeting, during ordinary business hours, for a period of at least ten days prior to the meeting, either at a place within the city where the meeting is to be held, which place shall be specified in the notice of the meeting, or, if not so specified, at the place where the meeting is to be held. The list also shall be produced and kept at the time and place of the meeting during the whole time thereof, and may be inspected by any stockholder who is present. 2.5 Quorum and Adjournments. The holders of a majority of the stock ----------------------- issued and outstanding and entitled to vote thereat, present in person or represented by proxy, shall constitute a quorum at all meetings of the stockholders except as otherwise provided by statute or by the certificate of incorporation. If a quorum is not present, the holders of the shares present in person or represented by proxy at the meeting, and entitled to vote thereat, shall have the power, by affirmative vote of the holders of a majority of such shares, to adjourn the meeting to another time and/or place. Unless the adjournment is for more than thirty (30) days or unless a new record date is set for the reconvened meeting, no notice of the reconvened meeting need be given to any stockholder, provided that the time and place of the reconvened meeting are announced at the meeting at which the adjournment is taken. If the adjournment is for more than thirty (30) days, or if after the adjournment a new record date is fixed for the reconvened meeting, a notice of the reconvened meeting shall be given to each stockholder of record entitled to vote at the meeting. At the reconvened meeting, the Corporation may transact any business which might have been transacted at the original meeting. 2.6 Majority. When a quorum is present at any meeting, the vote of the -------- holders of a majority of the stock having voting power present in person or represented by proxy shall decide any question brought before such meeting, unless the question is one upon which, by express provision of an applicable statute or of the certificate of incorporation, a different vote is required, in which case such express provision shall govern and control the decision of such question. 2.7 Voting. Every stockholder shall, at every meeting of the ------ stockholders, be entitled to one vote in person or by proxy for each share of the capital stock having voting power held by such stockholder, except that no proxy shall be voted on after three years from its date, unless such proxy provides for a longer period. A duly executed proxy shall be irrevocable if it states that it is irrevocable and if, and only as long as, it is coupled with an interest sufficient in law to support an irrevocable power. A proxy may be made irrevocable regardless of whether the interest with which it is coupled is an interest in the -2- stock itself or an interest in the Corporation generally. Voting at meetings of stockholders need not be by written ballot. 2.8 Consent of Absentees. The transactions of any meeting of -------------------- stockholders, however called and noticed, shall be valid as though had at a meeting duly held after regular call and notice, if a quorum was present either in person or by proxy, and if, either before or after the meeting, each of the stockholders entitled to vote, not present in person or by proxy, signs a written waiver of notice or a consent to the holding of such meeting, or an approval of minutes thereof. All such waivers, consents or approvals shall be filed with the corporate records or made a part of the minutes of the meeting. 2.9 Action Taken Without a Meeting. Unless otherwise restricted by the ------------------------------ Certificate of Incorporation, any action required or permitted to be taken at any annual or special meeting of the stockholders may be taken without a meeting, without prior notice and without a vote, if a consent or consents in writing, setting forth the action so taken, shall be signed by the holders of outstanding stock having not less than the minimum number of votes that would be necessary to authorize or take such action at a meeting at which all shares entitled to vote thereon were present and voted. Prompt notice of the taking of the corporate action without a meeting by less than unanimous written consent shall be given to those stockholders who have not consented in writing. Every written consent shall bear the date of signature of each stockholder or member who signs the consent, and no written consent shall be effective to take the corporate action referred to therein unless, within sixty (60) days of the earliest dated consent delivered to the Corporation in the manner required by the General Corporation Law of Delaware, written consents signed by sufficient number of holders or members to take this action are delivered to the Corporation by delivery to its registered office in the State of Delaware, its principal place of business, or an officer or an agent of the Corporation having custody of the book in which proceedings of meetings of stockholders are recorded. Delivery made to the Corporation's registered office shall be by hand or by certified or registered mail, return receipt requested. 2.10 Record Date of Stockholders. The Board of Directors is authorized to --------------------------- fix in advance the date not exceeding sixty (60) nor less than ten (10) days preceding the date of any meeting of stockholders, or the date for the payment of any dividend, or the date for the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into effect, as the record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitled to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, and, in such case, such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting, and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consent, as the case may be, notwithstanding any transfer of any stock on the books of the Corporation, after such record date fixed as described above. -3- 2.11 Conduct of Meeting. The Chairman of the Board of, in his or her ------------------ absence the President or any Vice President designated by the Chairman of the Board, shall preside at all regular or special meetings of stockholders. To the maximum extent permitted by law, such presiding person shall have the power to set procedural rules, including but not limited to, rules respecting the time allotted to stockholders to speak, governing all aspects of the conduct of such meetings. 2.12 Notice of Business Proposed at Meetings. To be properly brought --------------------------------------- before any meeting of the stockholders, business must either be (a) specified in the notice of meeting (or any supplement thereto) given by or at the direction of the Board of Directors, (b) otherwise properly brought before the meeting by or at the direction of the Board of Directors, or (c) otherwise properly brought before the meeting by a stockholder. In addition to any other applicable requirements, for business to be properly brought before a meeting by a stockholder, the stockholder must have given timely notice thereof in writing to the Secretary of the Corporation. Notwithstanding anything in these Bylaws to the contrary, no business shall be conducted at any meeting except in accordance with the procedures set forth in this Section 2.12, provided, however, that nothing in this Section 2.12 shall be deemed to preclude discussion by any stockholder of any business properly brought before a meeting. The Chairman of the Board shall, if the facts warrant, determine and declare to the meeting that business was not properly brought before the meeting in accordance with the provisions of this Section 2.12, and if he or she should so determine, he or she shall so declare to the meeting and any such business not properly brought before the meeting shall not be transacted. 2.13 Inspectors of Election. In advance of any meeting of stockholders, ---------------------- the Board of Directors may appoint any person(s), other than nominees for office, inspectors of election to act at such meeting or any adjournment thereof. If inspectors of election are not so appointed, the President may, and on the request of any stockholder or his proxy, shall, make such appointment at the meeting. The number of inspectors shall be either one (1) or three (3). If appointed at a meeting on the request of one or more stockholders or proxies, the majority of shares present shall determine whether one (1) or three (3) inspectors shall be appointed. In case any person appointed as inspector fails to appear or fails or refuses to act, the vacancy may be filled by appointment by the Board of Directors in advance of the meeting, or at the meeting by the President. The duty of such inspector shall include the following: determining the number of shares outstanding and the voting power of each; the shares represented at the meeting, the existence of a quorum and the authenticity and effect of proxies; receiving votes, ballots or consents; hearing and determining all challenges and questions in any way arising in connection with the right to vote; counting and tabulating all votes or consents; determining the results; and such other acts as may be proper to conduct the election or vote with fairness to all stockholders. -4- ARTICLE III DIRECTORS --------- 3.1 Powers. The business and affairs of the Corporation shall be managed ------ by or under the direction of the Board of Directors, which may exercise all such powers of the Corporation and do all such lawful acts and things as are not by statute or by the certificate of incorporation or by these bylaws directed or required to be exercised or to be done by the stockholders. 3.2 Number, Election and Term of Office. The number of the directors of ----------------------------------- the Corporation shall be determined from time to time by resolution of the Board of Directors. The initial number of authorized members of the Board of Directors shall consist of six (6) directors, until such time as the Board of Directors modifies such number by amendment to this Paragraph 3.2. All directors shall be elected at the annual meeting or any special meeting of the stockholders, except as provided in Section 3.3, and each director so elected shall hold office until the next annual meeting and until his or her successor is elected and qualified or until his or her earlier resignation or removal. Directors need not be stockholders. 3.3 Vacancies. A vacancy or vacancies in the Board of Directors shall be --------- deemed to exist in the case of death, resignation or removal of any director for cause, or if the authorized number of directors be increased. Vacancies may be filled by a majority of the remaining directors, though less than a quorum, or by a sole remaining director, unless otherwise provided in the Certificate of Incorporation. The stockholders may elect a director or directors at any time to fill any vacancy or vacancies not filled by the directors. If the Board accepts the resignation of a director tendered to take effect at a future time, the Board shall have power to elect a successor to take office when the resignation is to become effective. If there are no directors in office, then an election of directors may be held in the manner provided by statute. If, at the time of filling a vacancy or any newly created directorship, the directors then in office shall constitute less than a majority of the whole Board (as constituted immediately prior to any such increase), the Court of Chancery may, upon application of any stockholder or stockholders holding at least ten percent (10%) of the total number of the shares at the time outstanding having the right to vote for such directors, summarily order an election to be held to fill any such vacancies or newly created directorships, or to replace the directors chosen by the directors then in office. 3.4 Annual Meetings. The annual meeting of each newly elected Board of --------------- Directors shall be held at such time and place as is specified by the stockholders at the meeting at which the directors were elected. If no such time and place is specified by the stockholders, the President shall specify such time and place and give at least twenty-four (24) hours' notice thereof to each newly elected director, either personally, by telephone, by mail or by telegraph. -5- 3.5 Regular Meetings. Regular meetings, other than the annual meeting, of ---------------- the Board of Directors shall be held at such times and places within or without the State of Delaware as shall be determined, from time to time, by resolution of the Board of Directors. 3.6 Special Meetings. Special meetings of the Board of Directors may be ---------------- called by the President, any Vice President or the Secretary, and shall be called by the President upon the express written request of any two directors, on twenty-four (24) hours' prior notice to each director, either personally, by telephone, by mail or by telegraph, at such time and such place within or without the State of Delaware as shall be specified in such notice. 3.7 Quorum and Majority. At all meetings of the Board of Directors, a ------------------- majority of the total number of directors shall constitute a quorum for the transaction of business. The vote of the majority of the directors present at a meeting at which a quorum is present shall be the act of the Board of Directors. If a quorum shall not be present at any meeting of the Board of Directors, the directors present thereat may adjourn the meeting from time to time, without notice other than announcement at the meeting, until a quorum shall be present. 3.8 Telephonic Meeting. Members of the Board of Directors, or any ------------------ committee designated by such Board, may participate in a meeting of such Board or committee by means of conference telephone or similar communications equipment by means of which all persons participating in the meeting can hear each other. Participation in a meeting pursuant to this Paragraph 3.8 shall constitute presence in person at such meeting. 3.9 Committees. The Board of Directors may, by resolution passed by a ---------- majority of the whole Board, designate one or more committees, each committee to consist of one or more of the directors of the Corporation, which to the extent provided in the resolution of the Board of Directors, or in these bylaws, shall have and may exercise all the powers and authority of the Board of Directors in the management of the business and affairs of the Corporation, and may authorize the seal of the Corporation to be affixed to all papers which may require the same, except as limited by Delaware General Corporation Law. Each committee of the Board of Directors may fix its own rules of procedure and shall hold its meetings as provided by such rules, except as may otherwise be provided by the resolution of the Board of Directors designating such committee, but in all cases, the presence of at least a majority of the members of such committee shall be necessary to constitute a quorum. In the event that a member of such committee is absent or disqualified, the member or members thereof present at any meeting and not disqualified from voting, whether or not he or they constitute a quorum, may unanimously appoint another member of the Board of Directors to act at the meeting in place of any such absent or disqualified member. Each committee shall keep regular minutes of its meetings and report the same to the Board of Directors when required. 3.10 Action Taken Without a Meeting. Any action required or permitted to ------------------------------ be taken at any meeting of the Board of Directors, or of any committee thereof, may be taken without a meeting if all members of the Board or committee, as the case may be, consent -6- thereto in writing, and the writing or writings are filed with the minutes of proceedings of the Board or committee. 3.11 Compensation of Directors. The Board of Directors, by resolution ------------------------- adopted by a majority of the whole Board, may establish reasonable compensation of all directors for services to the Corporation as directors, officers or otherwise. No such payment shall preclude any director from serving the Corporation in any other capacity and receiving compensation therefor. Members of committees designated by the Board of Directors may be allowed like compensation for their services to the Corporation. 3.12 Interested Directors. No contract or transaction between the -------------------- Corporation and one or more of its directors or officers, or between the Corporation and any other corporation, partnership, association or other organization in which one or more of its directors or officers are directors or officers, or have a financial interest, shall be void or voidable solely for this reason, or solely because the director or officer is present at or participates in the meeting of the Board of Directors or a committee thereof which authorizes the contract or transaction, or solely because his or their votes are counted for such purpose, if: (a) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the Board of Directors or the committee, and the Board of Directors or committee in good faith authorizes the contract or transaction by the affirmative votes of a majority of the disinterested directors, even though the disinterested directors be less than a quorum; or (b) the material facts as to his or their relationship or interest and as to the contract or transaction are disclosed or are known to the stockholders entitled to vote thereon, and the contract or transaction is specifically approved in good faith by vote of the stockholders; or (c) the contract or transaction is fair as to the Corporation as of the time it is authorized, approved or ratified, by the Board of Directors, a committee thereof or the stockholders. Common or interested directors may be counted in determining the presence of a quorum at a meeting of the Board of Directors or of a committee which authorizes the contract or transaction. ARTICLE IV OFFICERS -------- 4.1 Officers and Elections. The officers of the Corporation shall be ---------------------- chosen by the Board of Directors and shall consist of a Chairman of the Board, a President, one or more Vice Presidents, a Secretary, a Treasurer and such other officers and assistant officers as may be deemed necessary or desirable by the Board of Directors. Any number of offices may be held by the same person. In its discretion, the Board of Directors may leave unfilled for any period as it may deem necessary or advisable any office except the offices of President, Secretary and Treasurer. 4.2 Removal. Subject to the rights, if any, of an officer under any ------- contract of employment, any officer elected or appointed by the Board of Directors may be removed by the Board of Directors at any time, with or without cause. -7- 4.3 Resignation. Any officer may resign at any time by giving written ----------- notice to the Corporation. Any resignation shall take effect on the date of the receipt of that notice or at any later time specified in that notice, the acceptance of the resignation shall not be necessary to make it effective. Any resignation shall be without prejudice to the rights, if any, of the Corporation under any contracts to which the officer is a party. 4.4 Terms of Office and Vacancies. The officers of the Corporation shall ----------------------------- hold office until their successors are duly elected and qualified, or until their earlier resignation or removal. Any officer elected or appointed by the Board of Directors may be removed at any time by the affirmative vote of a majority of the Board of Directors. Any vacancy occurring in any office of the Corporation, by death, resignation or otherwise, shall be filled by the Board of Directors. 4.5 Salaries. Salaries of all officers shall be fixed by the Board of -------- Directors. 4.6 Chairman of the Board. The Chairman of the Board shall, when present, --------------------- preside at all meetings of the stockholders and of the Board of Directors and, subject to these bylaws, shall exercise such other powers and shall perform such other duties as may from time to time be prescribed by the Board of Directors. 4.7 President. The president shall be the chief executive officer of the --------- Corporation, shall have general and active management of the business of the Corporation and shall see that all orders and resolutions of the Board of Directors are carried into effect. He shall execute bonds, mortgages and other contracts requiring a seal, under the seal of the Corporation, except where required or permitted by law to be otherwise signed and executed and except where the signing and execution thereof shall be expressly delegated by the Board of Directors to some other officer or agent of the Corporation, and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 4.8 Vice President. In the absence of the President or in the event of -------------- his inability or refusal to act, the Vice President, or if there be more than one, the Vice Presidents in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election) shall perform the duties of the President, and when so acting, shall have all powers of and be subject to all the restrictions upon the President. The Vice President shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 4.9 Secretary. The Secretary shall attend all meetings of the Board of --------- Directors and all meetings of the stockholders and record all the proceedings of the meetings of the Corporation and of the Board of Directors in a book to be kept for that purpose and shall perform like duties for the standing committees when required. He shall give, or cause to be given, notice of all meetings of the stockholders and special meetings of the Board of Directors, and shall perform such other duties as may be prescribed by the Board of Directors or the President, under whose supervision he shall be. He shall have custody of the corporate seal of the Corporation and he, or an Assistant Secretary, shall have authority -8- to affix the same to any instrument requiring it, and when so affixed, it may be attested by his signature or by the signature of such Assistant Secretary. The Board of Directors may give general authority to any other officer to affix the seal of the Corporation and to attest the affixing by his signature. 4.10 Assistant Secretary. The Assistant Secretary, or if there be more ------------------- than one, the Assistant Secretaries in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Secretary or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Secretary and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. 4.11 Treasurer. The Treasurer shall have the custody of the Corporation's --------- funds and securities and shall keep full and accurate accounts of receipts and disbursements in books belonging to the Corporation and shall deposit all monies and other valuable effects in the name and to the credit of the Corporation in such depositories as may be designated by the Board of Directors. The Treasurer may disburse the funds of the Corporation as may be ordered by the Board of Directors, taking proper vouchers for such disbursements, and shall render to the President and the Board of Directors, at its regular meetings, or when the Board of Directors so requires, an account of transactions and of the financial condition of the Corporation. If required by the Board of Directors, the Treasurer shall give to the Corporation a bond (which shall be renewed every six years) in such sum and with such surety or sureties as shall be satisfactory to the Board of Directors for the faithful performance of the duties of his office and for the restoration to the Corporation, in case of his death, resignation, retirement or removal from office, of all books, papers, vouchers, money and other property of whatever kind in his possession or under his control belonging to the Corporation. 4.12 Assistant Treasurer. The Assistant Treasurer, or if there shall be ------------------- more than one, the Assistant Treasurers in the order determined by the Board of Directors (or if there be no such determination, then in the order of their election), shall, in the absence of the Treasurer or in the event of his inability or refusal to act, perform the duties and exercise the powers of the Treasurer and shall perform such other duties and have such other powers as the Board of Directors may from time to time prescribe. -9- ARTICLE V EXECUTION OF CORPORATE INSTRUMENTS, RATIFICATION ------------------------------------------------ OF CONTRACTS, AND VOTING OF SHARES OWNED BY THE CORPORATION ----------------------------------------------------------- 5.1 Execution of Corporate Instruments. The Board may, in its discretion, ---------------------------------- determine the method and designate the signatory officer or officers, or other person or persons, to execute any corporate instrument or documents, or to sign the corporate name without limitation, except where otherwise provided by law, and such execution or signature shall be binding upon the Corporation. Unless otherwise specifically determine by the Board: (a) formal contracts of the Corporation, promissory notes, deeds of trust, mortgages, and other evidences of indebtedness of the Corporation, and other corporate instruments or documents requiring the corporate seal (except for share certificates issued by the Corporation), and share certificates owned by the Corporation, shall be executed, signed, or endorsed by the President, or jointly endorsed by any Vice President and the Secretary, Assistant Secretary, Treasurer or Assistant Treasurer. (b) checks drawn on banks or other depositories on funds to the credit of the Corporation, or in special accounts of the Corporation, shall be signed in such manner (which may be a facsimile signature) and by such person or persons as shall be authorized by the Board; and (c) dividend warrants, drafts, insurance policies, and all other instruments and documents requiring the corporate signature, but not requiring the corporate seal, shall be executed or signed in the manner directed by the Board. 5.2 Ratification by Stockholders. The Board may, in its discretion, ---------------------------- submit any contract or act for approval or ratification by the stockholders at any special meeting of stockholders called for that purpose. Any contract or act which shall be approved or ratified by the holders of a majority of the voting power of the Corporation represented at such meeting shall be as valid and binding upon the Corporation as though approved or ratified by each and every shareholder of the Corporation, unless a greater vote is required by law for such purpose. -10- 5.3 Voting of Shares Owned by the Corporation. All shares of other ----------------------------------------- corporations owned or held by the Corporation for itself or for other parties in any capacity shall be voted, and all proxies with respect thereto shall be executed, by the person authorized to do so by resolution of the Board or, in the absence of such authorization, by the President, any of the Vice Presidents, the Secretary or an Assistant Secretary. ARTICLE VI CERTIFICATES OF STOCK --------------------- 6.1 Entitlement. Every holder of stock in the Corporation shall be ----------- entitled to have a certificate, signed by, or in the name of the Corporation, by the Chairman or Vice Chairman of the Board, or the President or a Vice President, and by the Treasurer or an Assistant Treasurer, or the Secretary or an Assistant Secretary of the Corporation, representing the number of shares owned by him in the Corporation. 6.2 Facsimile Signatures. Any signature on the certificate may be -------------------- facsimile, other than the counter-signature (a) of a transfer agent other than the Corporation or its employee, or (b) of a registrar other than the Corporation or its employee. In case any officer, transfer agent or registrar who has signed or whose facsimile signature has been placed upon a certificate shall have ceased to be such officer, transfer agent or registrar before such certificate is issued, it may be issued by the Corporation with the same effect as if he were such officer, transfer agent or registrar at the date of issue. 6.3 Lost Certificates. The Board of Directors may direct a new ----------------- certificate of stock or uncertificated shares to be issued in place of any certificate or certificates theretofore issued by the Corporation alleged to have been lost, stolen or destroyed, upon the making of an affidavit of that fact by the person claiming the certificate of stock to be lost, stolen or destroyed. When authorizing such issue of a new certificate or certificates, the Board of Directors may, in its discretion and as a condition precedent to the issuance thereof, require the owner of such lost, stolen or destroyed certificate or certificates, or his legal representative, to advertise the same in such manner as it shall require and/or give to the Corporation a bond in such sum as it may direct as indemnity against any claim that may be made against the Corporation with respect to the certificate alleged to have been lost, stolen or destroyed. 6.4 Transfer of Stock. Upon surrender to the Corporation or the transfer ----------------- agent of the Corporation of a certificate for shares, duly endorsed or accompanied by proper evidence of succession, assignment or authority to transfer, the Corporation shall issue a new certificate to the person entitled thereto, cancel the old certificate and record the transaction upon its books. 6.5 Fixing a Record Date. The Board of Directors may fix in advance a -------------------- date, not more than sixty (60) nor fewer than ten (10) days, preceding the date of any meeting of the stockholders, or the date for the payment of any dividend or the date of the allotment of rights, or the date when any change or conversion or exchange of capital stock shall go into -11- effect, or a date in connection with obtaining such consent, as a record date for the determination of the stockholders entitled to notice of, and to vote at, any such meeting, and any adjournment thereof, or entitlement to receive payment of any such dividend, or to any such allotment of rights, or to exercise the rights in respect of any such change, conversion or exchange of capital stock, or to give such consent, as in such case such stockholders and only such stockholders as shall be stockholders of record on the date so fixed shall be entitled to such notice of, and to vote at, such meeting and any adjournment thereof, or to receive payment of such dividend, or to receive such allotment of rights, or to exercise such rights, or to give such consents, as the case may be notwithstanding any transfer of any stock on the books of the Corporation after any such record date fixed as aforesaid. If no record date is fixed by the Board of Directors, the record date for determining stockholders entitled to notice of or to vote at a meeting of stockholders shall be at the close of business on the next day preceding the day on which notice is given, or, if notice is waived, at the close of business on the next day preceding the day on which the meeting is held; the record date for determining stockholders entitled to express consent to corporate action in writing without a meeting, when no prior action by the Board of Directors is necessary, shall be the day on which the first written consent is delivered to the Corporation as provided in Article 2.9 of these Bylaws; the record date for determining stockholders for any other purpose shall be at the close of business on the day which the Board of Directors adopts the resolution relating thereof; and a determination of stockholders shall apply to any adjournment of the meeting; provided, however, that the Board of Directors may fix a new record date for the adjourned meeting. 6.6 Registered Stockholders. The Corporation shall be entitled to ----------------------- recognize the exclusive right of a person registered on its books as the owner of the shares to receive dividends, and to vote as such owner, and to hold liable for calls and assessments a person registered on its books as the owner of shares, and shall not be bound to recognize any equitable or other claim to or interest in such share or shares on the part of any other person, whether or not it shall have express or other notice thereof, except as otherwise provided by the laws of the State of Delaware. ARTICLE VII GENERAL PROVISIONS ------------------ 7.1 Dividends. Dividends upon the capital stock of the Corporation, --------- subject to the provisions of the certificate of incorporation, if any, may be declared by the Board of Directors at any regular or special meeting, pursuant to law. Dividends may be paid in cash, in property, or in shares of the capital stock of the Corporation, subject to the provisions of the certificate of incorporation. 7.2 Reserves. Before payment of any dividend, there may be set aside out -------- of any funds of the Corporation available for dividends such sum or sums as the directors from time to time, in their absolute discretion, think proper as a reserve or reserves to meet contingencies, or for equalizing dividends, or for repairing or maintaining any property of -12- the Corporation, or for such other purposes as the directors shall think conducive to the interests of the Corporation, and the directors may modify or abolish any such reserve in the manner in which it was created. 7.3 Checks, Notes, Instruments, Etc. All checks or demands for money, -------------------------------- notes, instruments or other documents of the Corporation shall be signed by such officer or officers or such other person or persons as the Board of Directors may from time to time designate. Unless so designated by the Board, no such officer or officers or such other person or persons shall have any power or authority to render the Corporation liable for any purpose or to any amount. 7.4 Seal. The corporate seal shall be prescribed by the Board of ---- Directors. The seal may be used by causing it or a facsimile thereof to be impressed or affixed or reproduced or otherwise. 7.5 Fiscal Year. The fiscal year of the Corporation shall be determined ----------- from time to time by resolution of the Board of Directors. 7.6 Waiver of Notice. Whenever any notice is required to be given under ---------------- the provisions of the laws of the State of Delaware or under the provisions of the certificate of incorporation or these bylaws, a waiver thereof in writing, signed by the person or persons entitled to such notice, whether before or after the time stated therein, shall be deemed equivalent thereto. Except as may otherwise be specifically provided by law, any waiver by mail, telegraph, cable or wireless bearing the name of the person entitled to notice shall be deemed a waiver in writing duly signed. The presence of any person at any meeting, either in person or by proxy, shall be deemed the equivalent of a waiver in writing duly signed, except where the person attends for the express purpose of objecting to the transaction of any business because the meeting is not lawfully called or convened. 7.7 Registrars and Transfer Agents. The Board of Directors may appoint ------------------------------ one or more registrars of transfer, which shall be incorporated banks or trust companies, either domestic or foreign, and one or more transfer agents or transfer clerks, who shall be appointed at such times and places as the Board of Directors shall determine. 7.8 Indemnification of Officers and Directors. The Corporation shall ----------------------------------------- indemnify any and all of its Directors or officers, including former Directors or officers, and any employee, who shall serve as an officer or director of any corporation at the request of the Corporation, to the fullest extent permitted under and in accordance with the laws of the State of Delaware. 7.9 Amendments. These bylaws may be altered, amended or repealed, or new ---------- bylaws may be adopted by the stockholders or by the Board of Directors, when such power is conferred upon the Board of Directors by the certificate of incorporation, at any regular meeting of the stockholders or of the Board of Directors, or at any special meeting of the stockholders or of the Board of Directors, if notice of such alteration, amendment, repeal or adoption of new bylaws be contained in the notice of such special meeting. -13- CERTIFICATE OF SECRETARY I, P. Scott Munro, do hereby certify: 1. That I am the duly elected and acting Secretary of Savoir Technology Group, Inc., a Delaware corporation (the "Corporation"), and; 2. That the foregoing bylaws constitute the Bylaws of the Corporation duly adopted by the Board of Directors thereof effective as of August 1, 1997. IN WITNESS WHEREOF, I have hereunto subscribed my name and affixed the seal of the Corporation. /s/ P. Scott Munro ----------------------------- P. Scott Munro Secretary -14- EX-99.1 5 PRESS RELEASE PRESS RELEASE WESTERN MICRO------------------------------------------------------------------- FOR MORE INFORMATION CONTACT: P. Scott Munro Sandra M. Salah President and CEO Vice President, Corporate Relations Western Micro Technology, Inc. Western Micro Technology, Inc. 408-341-4767 408-341-4712 smunro@westernmicro.com ssalah@westernmicro.com WESTERN MICRO TECHNOLOGY ANNOUNCES THIRTY DAY EXTENSION TO AGREEMENT TO ACQUIRE STAR MANAGEMENT SERVICES' DISTRIBUTION BUSINESS Campbell, California, July 23, 1997 -- Western Micro Technology, Inc. (Nasdaq National Market - WSTM), a leading midrange systems distributor, announced today that it has agreed with the shareholders of Star Management Services, Inc. to extend the closing date of the proposed acquisition announced in the previous release dated June 4th, 1997, to August 31st, 1997. "The extension will allow us the opportunity to integrate the two organizations seamlessly and ensure the most optimal financing is used to close this transaction," said Scott Munro, President and CEO of Western Micro. "In a transaction of this kind, there's quite a bit of involvement behind the scenes, and it is our intention to make certain all necessary steps are taken to maximize this opportunity," stated Harvey Najim, President and CEO of Star Management Services. Western Micro distributes a full line of IBM products, including RS/6000, RS/6000 SP, AS/400 Advanced Series, PC's and ThinkPads*, Software (ADSM, Lotus Notes, DB2, Tivoli, Internet), Storage, Networking and Printers. Star Companies will add a number of leading hardware and software solutions to Western Micro's offerings. These include Motorola and Telxon networking and wireless products, as well as Internet solutions for the AS/400. Western Micro Technology is an innovative, value-added distributor providing solutions, sales and services to VARs, System Integrators and OEMs. Western Micro excels as the distributor of choice of the sophisticated, high-level VARs who insist on working with the best products supported by top-notch technical and marketing professionals. Leading manufacturers such as IBM, NCR, Data General, Unisys and SCO have established strong business relationships with Western Micro. In turn, Western Micro provides its customers with the dedicated sales, marketing, financial and technical capabilities necessary to support these world class product lines. For further information, visit our web site at www.westernmicro.com. 5 Star Management Services is the holding company for Sirius Computer Solutions, Star Data Systems, and I-Net Systems. This family of companies acts as a value-added distributor for high technology midrange solutions in the IBM AS/400 and RS/6000 systems market. By focusing on midrange servers, wireless technology, networking, data communications, and Internet products, Star provides its Solution Providers with the products and technologies they need to be successful. Star supports its Solution Providers with technical configuration assistance, financing, marketing, and Internet support. For further information, visit the Star web site at www.sirius-mir.com. When used in this disclosure, the words "estimate", "project", "intend", "expect" and similar expressions are used to identify forward-looking statements. Such statements are subject to risks and uncertainties that could cause actual results to differ materially. For a discussion of certain of such risks, see "Factors Affecting Future Results" contained within the Company's documents filed quarterly with the Securities and Exchange Commission. Readers are cautioned not to place undue reliance on these forward looking statements, which speak only as of the date hereof. There can be no assurances that the transaction described above will be completed since it is subject to a number of contingencies. The Company undertakes no obligation to publicly release updates or revisions to these statements. ### Western Micro Technology, Western Micro, and the Western Micro logo are registered trademarks of Western Micro Technology, Inc. IBM AS/400, RS/6000, RS/6000 Scaleable POWERparallel, and ThinkPads are trademarks or registered trademarks of International Business Machine Corporation. All other company and/or product names are respective property of their prospective holders and should be treated as such. 6 -----END PRIVACY-ENHANCED MESSAGE-----