-----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, RW2pX3wALuewATpZCSnqpi+vasNcnesJbzJ9EU1cppLLbY1HdPK0kqEiE+8gfZPA 5DI93VRSmVlYFREinzYqpg== 0000950008-97-000341.txt : 19970918 0000950008-97-000341.hdr.sgml : 19970918 ACCESSION NUMBER: 0000950008-97-000341 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19970829 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19970915 SROS: NASD FILER: COMPANY DATA: COMPANY CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC /DE CENTRAL INDEX KEY: 0000715842 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-ELECTRONIC PARTS & EQUIPMENT, NEC [5065] IRS NUMBER: 942414428 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-11560 FILM NUMBER: 97680041 BUSINESS ADDRESS: STREET 1: 254 E HACIENDA AVENUE CITY: CAMPBELL STATE: CA ZIP: 95008 BUSINESS PHONE: 4083790177 FORMER COMPANY: FORMER CONFORMED NAME: SAVOIR TECHNOLOGY GROUP INC DATE OF NAME CHANGE: 19970806 FORMER COMPANY: FORMER CONFORMED NAME: WESTERN MICRO TECHNOLOGY INC DATE OF NAME CHANGE: 19920703 8-K 1 WESTERN MICRO FORM 8-K 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: August 29, 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. On August 29, 1997, Western Micro Technology, Inc. (the "Registrant") issued the press release attached hereto as Exhibit 99.1 and incorporated by reference. The press release related to the Company's announcement that it had signed an amendment, attached hereto as Exhibit 2.1 and incorporated by reference (the "Amendment"), 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 (the "Acquisition") as set forth in the Stock Purchase Agreement dated as of June 4, 1997 (filed as Exhibit 2.1 to Amendment No. 2 of the Registrant's Current Report on Form 8-K filed on July 16, 1997) as amended by the letter agreement dated July 22, 1997 (together the "Amended Purchase Agreement") from August 31, 1997 to September 5, 1997. On September 5, 1997, the Company signed a second amendment, attached hereto as Exhibit 2.2 and incorporated by reference (the "Second Amendment") with the stockholders of Star to extend the closing date of the Acquisition from September 5, 1997 to September 30, 1997. 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. The pro forma information contained herein supersedes in their entirety the pro forma information 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 and in the Registrant's Current Report on Form 8-K dated July 23, 1997. 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 the 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). -2- UNAUDITED PRO FORMA STATEMENT OF OPERATIONS DATA - ------------------------------------------------
Year Ended December 31, 1996 (1) Six Months Ended June 30, 1997 (1) ------------------------------------------- ------------------------------------------- Western Pro Forma Pro Forma Western Pro Forma Pro Forma Micro Star Adjustments Combined Micro Star Adjustments Combined ------- ------ ----------- --------- ------- ------ ----------- --------- (in thousands, except per share data) Net sales(A)................ $131,697 $76,495 $ -- $208,192 $ 75,836 $42,398 $ -- $118,234 Cost of goods sold.......... 114,389 66,383 -- 180,772 63,274 36,982 -- 100,256 -------- ------- -------- -------- ------- ------- -------- -------- Gross profit................ 17,308 10,112 -- 27,420 12,562 5,416 -- 17,979 Selling, general and administrative expenses, including amortization.. 14,123 7,217 2,617 (2) 20,645 10,603 3,772 1,309 (2) 14,606 (2,312)(3) (578)(3) (1,000)(4) (500)(4) --------- ------- -------- --------- ------- -------- -------- -------- Operating income............ 3,185 2,895 695 6,775 1,959 1,644 (231) 3,372 --------- ------- -------- --------- ------- -------- -------- -------- Interest expense............ 978 81 4,071 (5) 5,130 928 -- 2,036 (5) 2,964 Other expense (income)...... (407) -- -- (407) (231) -- -- (231) Income tax expense.......... 276 963 (418)(6) 821 312 -- (56)(6) 256 --------- -------- -------- --------- -------- ------- -------- -------- Net income(B)............... $ 2,338 $ 1,851 $ (2,958) $ 1,231 $ 950 $ 1,644 $ (2,210) $ 384 ========= ======= ========= ========= ======== ======= ======== ======== Net income per share:(C) -- Primary............... $ 0.51 $ -- $ -- $ 0.25 $ 0.19 $ -- $ -- $ 0.07 -- Fully diluted......... 0.50 -- -- 0.24 0.19 -- -- 0.07 Number of shares used in per share calculations: -- Primary............... 4,510 -- 460 (7) 4,970 5,080 -- 460 (7) 5,540 -- Fully diluted......... 4,663 -- 460 5,123 5,106 -- 460 5,566
- ---------- (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 in connection with the placement of $15,7000,000 of subordinated debt and a $10,000,000 sneior secured note to be incurred to finance the Star Acquisition, and $6,500,000 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 $139,138,000, respectively. (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 $3,264,000 and $1,769,000, 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 $.47 (Primary) and $.46 (Fully Diluted) and, for the six months ended June 30, 1997, approximately $.24 (Primary) and $.24 (Fully Diluted). -3- UNAUDITED PRO FORMA BALANCE SHEET DATA AT JUNE 30, 1997(1) - ----------------------------------------------------------
Western Pro Forma Pro Forma Micro Star Adjustments Combined ------- ------ ----------- --------- (in thousands) Working capital..................... 7,997 4,390 (25,607)(2) (13,220) 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 50,385 (5) 140,465 Long-term debt...................... 662 -- 23,453 (6) 24,115 Stockholders' equity................ 19,051 5,079 2,825 (7) 26,955
- ---------- (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 borrowings under new Revolver of $13,543,000, increase in current portion of long-term debt of $4,649,000 to reflect amortization of overadvance facility and $3,377,000 to reflect discounted current portion of Seller Notes and an increase in accrued expenses of $2,538,000 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 net of $1,500,000 increase in specific balance sheet reserves. (6) Increase in overadvance of $5,351,000, in Seller Notes of $3,102,000, and in subordinated debt of $15,000,000. (7) Issuance of $4,169,900 in restricted Common Stock to Seller at closing and increase of $1,875,000 attributable to warrants which the Company believes it will be required to issue in connection with the placement of the subordinated debt to be incurred to finance the Star Acquisition, net of a $3,219,000 reduction to reflect a transfer of $2,500,000 net assets at closing. Item 7. Financial Statements and Exhibits. --------------------------------- (a) Exhibits. 2.1 Amendment to Stock Purchase Agreement by and among Harvey E. Najim, Carlton Joseph Mertens II and Western Micro Technology, Inc. dated August 29, 1997. 2.2 Second Amendment to Stock Purchase Agreement by and among Harvey E. Najim, Carlton Joseph Mertens II and Western Micro Technology, Inc. dated September 5, 1997. Schedules to this Agreement omitted from this report will be furnished to the Securities and Exchange Commission upon request. 99.1 Press Release dated August 29, 1997. -4- 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: September __, 1997 WESTERN MICRO TECHNOLOGY, INC. By /s/ James W. Dorst ---------------------------------------- James W. Dorst Chief Financial Officer -5- EXHIBIT INDEX ------------- Exhibit No. Description ----------- ----------- 2.1 Amendment to Stock Purchase Agreeement by and among Harvey Najim, Carlton Joseph Mertens II and Western Micro Technology, Inc. dated August 29, 1997. 2.2 Second Amendment to Stock Purchase Agreement by and among Harvey Najim, Carlton Joseph Mertens II and Western Micro Technology, Inc. dated September 5, 1997. Schedules to this Agreement omitted from this report will be furnished to the Securities and Exchange Commission upon request. 99.1 Press Release dated August 29, 1997. -6- EX-2.1 2 AMENDMENT TO STOCK PURCHASE AGREEMENT EXHIBIT 2.1 xxx AMENDMENT TO STOCK PURCHASE AGREEMENT THIS AMENDMENT TO STOCK PURCHASE AGREEMENT (the "Agreement") is made and entered into as of the 29th day of August, 1997 by and among Western Micro Technology, a Delaware corporation and successor in interest to Western Micro Technology, Inc., a California corporation ("WMT"), Star Management Services, Inc., a Delaware corporation (the "Company"), Harvey E. Najim ("Stockholder 1") and Carlton Joseph Mertens II ("Stockholder 2") (Stockholder 1 and Stockholder 2 being hereinafter together referred to as the "Stockholders"). W I T N E S S E T H : WHEREAS, WMT, the Company and the Stockholders have heretofore entered into that certain Stock Purchase Agreement dated as of June 4, 1997 (the "Purchase Agreement"); WHEREAS, the Stockholders and WMT have heretofore executed that certain letter agreement dated July 22, 1997 (the "Extension Letter") extending the term of the Purchase Agreement and amending the Purchase Agreement with respect to certain other matters as set forth therein (the Purchase Agreement as amended by the Extension Letter is hereinafter referred to as the "Amended Purchase Agreement"); WHEREAS, WMT, the Company and the Stockholders desire to further amend the Purchase Agreement in certain respects; and WHEREAS, unless otherwise defined herein, terms defined the Purchase Agreement are used herein as defined therein; NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein contained, the parties hereto agree as follows: 1. WMT, the Company and the Stockholders hereby acknowledge and agree that WMT is unable to fulfill its obligations to consummate the transactions contemplated by the Purchase Agreement by August 31, 1997 as contemplated by the Amended purchase Agreement. As a result, (i) the Stockholders are entitled to terminate the purchase Agreement at any time after August 31, 1997 pursuant to Section 11.1 of the Purchase Agreement and pursuant to the Extension Letter and (ii) WMT is obligated to pay the Company a termination fee of $1,000,000, of which $500,000 has already been paid to the Company as set forth in the Extension Letter. WMT hereby agrees to pay to the Company the remaining $500,000 of the termination fee on or before Thursday, September 4, 1997. 2. The parties acknowledge and agree that the Amended Purchase Agreement has not been terminated as of the date hereof and shall remain in effect, as amended herein, until -1- September 5, 1997 at which time it will automatically terminate unless the Stockholders, in their sole discretion, agree to extend the term of the Amended Purchase Agreement. Further, the parties agree that (i) the Stockholders and the Company shall have no obligation to consummate the transactions contemplated by the Amended Purchase Agreement unless all of the their conditions to Closing set forth in the Purchase Agreement (including without limitation, the condition with respect to acceptable financing set forth in Section 8.2(h) of the Purchase Agreement) and the Extension Letter are fulfilled and (ii) and the Stockholders shall not have any liabilities or obligations to WMT with respect to any fees or expenses that may be incurred hereinafter by WMT in connection with WMT obtaining the financing necessary to consummate the transactions. In no event shall the Stockholders be deemed to have waived any rights to object to or find unsatisfactory, or to have otherwise consented to or agreed to the acceptability of, any of the proposed financing transactions under consideration by WMT. In the event that WMT fails to pay the termination fee as described in Section 1 above, the Company and the Stockholders shall be entitled to pursue all remedies to which they are entitled under this Amendment or the Amended Purchase Agreement. 3. Notwithstanding any provision in this Amendment, or the Amended Purchase Agreement to the contrary, WMT hereby waives any rights it may have to the termination fee and in no event shall the Stockholders or the Company be required to return any portion of the $1,000,000 termination fee; provided, however, if the transactions contemplated in the Purchase Agreement are consummated, $500,000 of the termination fee shall be credited toward the payment of the Purchase Price. If the transactions contemplated in the Amended Purchase Agreement are not consummated, for any reason, WMT shall have no rights with respect to any of the termination fee or any other claim or remedy against the Stockholders or the Company. 4. The "no-solicitation" provisions set forth in Section 6.2(e) of the Purchase Agreement and the Mutual Nondisclosure and Non-Solicitation Agreement, dated April 22, 1997, shall have no force or effect with respect to negotiations with Arrow Electronics, Inc. Notwithstanding any provision in the Amended Purchase Agreement or the Mutual Nondisclosure and Non-Solicitation Agreement, or any other agreement or understanding between the parties, whether verbal or written, the parties expressly agree that during the term of the Amended Purchase Agreement and thereafter, the Stockholders and the Company shall be entitled to negotiate with Arrow Electronics, Inc. or any affiliate or subsidiary thereof ("Gates Arrow"). None of the Stockholders, the Company or Gates Arrow shall have any liability or obligation to WMT arising therefrom. 5. WMT agrees that (i) Section 2.2(a)(B) of the Purchase Agreement shall be, and is hereby, amended to provide that the number of shares of WMT Common to be issued to Stockholder 2 pursuant thereto shall be 480,000 shares, and (ii) in addition to the other cash payments to be made to the Stockholders pursuant to the Amended Purchase Agreement, WMT shall pay to Stockholder 2 at the Closing an amount equal to $5,000,000 minus (A) 460,000 multiplied by (B) the Share Price (as hereinafter defined). The "Share Price" shall be equal to the lesser of (i) the average closing bid price of WMT Common for the 5 -2- trading days ending August 29, 1997 and (ii) the average closing bid price of WMT Common for the 5 trading days ending on the day immediately preceding the day of Closing. 6. WMT agrees to, and does hereby, transfer to the Company all rights to the name "Business Partner Solutions" and waives any rights it may have to such name. WMT acknowledges that the Company may commence the use of the name "Business Partner Solutions, Inc." prior the Closing and consents thereto. WMT will take such further actions as reasonably necessary to transfer the rights to such name and enable the Company to use such name in its operations. 7. The Amended Purchase Agreement shall remain in full force and effect without change, except to the extent amended or modified hereby. IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date and year first above written. WESTERN MICRO TECHNOLOGY, INC. By /s/ P. Scott Munro ---------------------------------------- Title President & CEO ------------------------------------- STAR MANAGEMENT SERVICES, INC. By /s/ Harvey E. Najim ---------------------------------------- Title President & CEO ------------------------------------- /s/ Harvey E. Najim ------------------------------------------- Harvey E. Najim /s/ Carlton Joseph Mertens ------------------------------------------- Carlton Joseph Mertens II -3- NOTE: Subject to confirming with Harvey Najim and Joe Mertens that "WMT" has no obligation to consumate the transaction contemplated by the Amended Purchase Agreement unless all of its conditions to closing set forth in the Purchase Agreement and Extension Letter are fulfilled. /s/ P. Scott Munro -4- EX-2.2 3 SECOND AMENDMENT TO STOCK PURCHASE AGMT Exhibit 2.2 SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT THIS SECOND AMENDMENT TO STOCK PURCHASE AGREEMENT (this "Second Amendment"), made and entered into as of the 5th day of September, 1997 by and among WESTERN MICRO TECHNOLOGY, a Delaware corporation and successor in interest to Western Micro Technology, Inc., a California corporation ("WMT"), STAR MANAGEMENT SERVICES, INC., a Delaware corporation (the "Company"), HARVEY E. NAJIM ("Stockholder 1") and CARLTON JOSEPH MERTENS II ("Stockholder 2") (Stockholder 1 and Stockholder 2 being hereinafter together referred to as the "Stockholders"), W I T N E S S E T H: WHEREAS, WMT, the Company and the Stockholders have heretofore entered into that certain Stock Purchase Agreement dated as of June 4, 1997 (the "Purchase Agreement"); and WHEREAS, the Stockholders and WMT have heretofore executed that certain letter agreement dated July 22, 1997 (the "Extension Letter") extending the term of the Purchase Agreement and amending the Purchase Agreement with respect to certain other matters as set forth therein; and WHEREAS, WMT, the Company and the Stockholders have heretofore executed that certain Amendment to Stock Purchase Agreement dated August 29, 1997 (the "First Amendment," and the Purchase Agreement as amended by the Extension Letter and the First Amendment is hereinafter referred to as the "Amended Purchase Agreement"); and WHEREAS, WMT, the Company and the Stockholders desire to further amend the Purchase Agreement in certain respects; and WHEREAS, unless otherwise defined herein, terms defined in the Purchase Agreement are used herein as defined therein: NOW, THEREFORE, in consideration of the premises and of the covenants and agreements herein contained, the parties hereto agree as follows: 8. The parties agree that the Amended Purchase Agreement, as amended hereby, would automatically terminate as of the date hereof, unless the Stockholders agree to extend such Agreement. Each of the parties hereto hereby agrees to extend the term of the Agreement until September 30, 1997, subject to earlier termination if WMT fails to fulfill its obligations hereunder or under the Amended Purchase Agreement. WMT agrees to have all of the funds necessary to consummate the contemplated transactions held in escrow, and ready for payment to the Stockholders, on or before September 23, 1997. -1- 9. The parties had agreed in the Extension Letter that Stockholder 1 would receive his total payments due under Sections 2.2(a)(C) and (D) of the Purchase Agreement at the time of Closing. Notwithstanding the foregoing, the parties hereby agree that (a) Section 2.2(a)(C) of the Purchase Agreement is hereby amended to provide that with respect to the $7,500,000 aggregate amount which was to be paid to the Stockholders on the first anniversary of the Closing, Stockholder 1 and Stockholder 2 shall be paid $2,595,575 and $918,788, respectively, at the closing (such amounts reflect a discount at a rate of 8.5%), and $1,000,000 and $2,675,000, respectively, on the first anniversary of the Closing and (b) Section 2.2(a)(D) of the Purchase Agreement is hereby amended to provide that of the $7,500,000 aggregate amount which was to be paid to the Stockholders on the first anniversary of the Closing, Stockholder 1 and Stockholder 2 shall be paid $2,384,782 and $844,170, respectively, at the Closing (such amounts reflect a discount at a rate of 8.5%) and $1,000,000 and $2,675,000, respectively, on the second anniversary of the Closing. In the event that WMT is unable to pay the entire amount due to the Stockholders on the first anniversary of the Closing pursuant to Section 2.2(a)(C) of the Purchase Agreement or the second anniversary of the Closing pursuant to Section 2.2(a)(D) of the Purchase Agreement, any amounts paid by WMT to Stockholders shall be paid in equal amounts to each of the Stockholders (up to the total amount due to such Stockholder). 10. In the event that WMT fails to timely pay on the applicable Due Date the entire amount due to Stockholder 1 on the first anniversary of the Closing pursuant to Section 2.2(a)(C) of the Purchase Agreement or the second anniversary of the Closing pursuant to Section 2.2(a)(D) of the Purchase Agreement or any Earn-out Payment due under Section 2.6 of the Purchase Agreement, Stockholder 1 shall be entitled to cause the IRA to terminate the IRA Agreement with thirty (30) days prior written notice, such right to be in addition to any other rights, payments or remedies to which Stockholder 1 may be entitled. The form of IRA Agreement attached as Exhibit F to the Purchase Agreement shall be amended to reflect such termination right. The parties further agree that Exhibit B to the IRA Agreement shall be amended to reflect the discount schedule attached hereto as Exhibit A. 11. WMT further agrees any WMT Shares issued to Stockholder 2 pursuant to Section 2.2(a)(ii) of the Purchase Agreement or issued or issuable upon the exercise of any warrant or warrants granted in connection with securing the financing to consummate the acquisition of the Company or any other shares otherwise issued by WMT shall not be included for purposes of calculating the twenty percent (20%) limitation threshold set forth in Section 2.9 of the Stock Purchase Agreement, as such threshold relates to the WMT Shares issuable upon the exercise of any warrant or warrants granted pursuant to Section 2.7(a)(ii) of the Purchase Agreement. WMT shall provide written assurances from NASDAQ, reasonably satisfactory to the Stockholders, to such effect. -2- 12. The Amended Purchase Agreement shall remain in full force and effect without change, except to the extent amended or modified hereby. IN WITNESS WHEREOF, the undersigned have duly executed this Amendment as of the date and year first above written. WESTERN MICRO TECHNOLOGY, INC. By /s/ P. Scott Munro ---------------------------------------- Title President & CEO ------------------------------------- STAR MANAGEMENT SERVICES, INC. By /s/ Harvey E. Najim ---------------------------------------- Title President & CEO ------------------------------------- /s/ Harvey E. Najim ------------------------------------------- Harvey E. Najim /s/ Carlton Joseph Mertens ------------------------------------------- Carlton Joseph Mertens II -3- EX-99.1 4 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 EXTENSION OF AGREEMENT TO ACQUIRE STAR MANAGEMENT SERVICES DISTRIBUTION BUSINESS Campbell, California, August 29, 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 terms of the stock purchase agreement one additional week. "We are working on three components to secure the best possible financing arrangements to complete this acquisition," said Scott Munro, President and CEO of Western Micro. "We're close to completing the financing necessary to effect the acquisition, but will require additional time to finalize documents. We are looking forward to the completion of this transaction and the opportunities that lie ahead." Western Micro distributes a full line of IBM products, including the IBM RS/6000(TM) and IBM RS/6000 SP(TM), IBM AS/400(R) Advanced Series, PC's and ThinkPads(TM), Software (Lotus(R), Tivoli(R), ADSM, DB2, 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 IBM 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 resellers 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. 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 -more- 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. -----END PRIVACY-ENHANCED MESSAGE-----