-----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, CoQK7WNT7ksIYXGFqW1z8fBPkrN2BIUeNCSTHNvDsd1+542EmlYNs4wsTnxznL6Y 2BJaWfsd4xTCrkjXH2v/uw== 0000900440-99-000014.txt : 19990218 0000900440-99-000014.hdr.sgml : 19990218 ACCESSION NUMBER: 0000900440-99-000014 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 19990217 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 19990217 FILER: COMPANY DATA: COMPANY CONFORMED NAME: INACOM CORP CENTRAL INDEX KEY: 0000818815 STANDARD INDUSTRIAL CLASSIFICATION: PATENT OWNERS & LESSORS [6794] IRS NUMBER: 470681813 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 001-13311 FILM NUMBER: 99544642 BUSINESS ADDRESS: STREET 1: 200 FARNAM EXECUTIVE CTR STREET 2: 10810 FARNAM DR CITY: OMAHA STATE: NE ZIP: 68154 BUSINESS PHONE: 4023923900 MAIL ADDRESS: STREET 1: 10810 FARNAM DRIVE STREET 2: SUITE 200 CITY: OMAHA STATE: NE ZIP: 68154 FORMER COMPANY: FORMER CONFORMED NAME: VALCOM INC DATE OF NAME CHANGE: 19910812 8-K 1 CURRENT REPORT UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 February 17, 1999 Date of Report (Date of earliest event reported) InaCom Corp. (Exact name of registrant as specified in its charter) Delaware 0-16114 47-0681813 (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 10810 Farnam Drive, Suite 200, Omaha Nebraska 68154 (Address of principal executive offices) (Zip Code) (402) 758-3900 Registrant's telephone number, including area code ------------------------------------------------------ (Former name or former address, if changed since last report.) Item 2. ACQUISITION OR DISPOSITION OF ASSETS. The stockholders of InaCom Corp., a Delaware corporation ("InaCom"), at a special stockholders' meeting on February 17, 1999, approved the issuance of InaCom common stock to stockholders of Vanstar Corporation, a Delaware corporation ("Vanstar"), pursuant to an Agreement and Plan of Merger dated October 8, 1998 (the "Merger Agreement"). The Vanstar stockholders, at a special stockholders' meeting also held on February 17, 1999, approved the Merger Agreement. Vanstar became a wholly-owned subsidiary of InaCom on February 17, 1999 following the foregoing stockholder approvals and the filing of a Certificate of Merger in Delaware. A copy of the Certificate of Merger is attached hereto as Exhibit 3.1. The InaCom stockholders at the special stockholders' meeting also approved (i) an amendment to the certificate of incorporation of InaCom to increase the number of authorized shares of InaCom common stock to 100,000,000 shares and (ii) an increase of an additional 10,000,000 shares of InaCom common stock authorized for issuance under the 1997 InaCom Stock Plan. The amendment of InaCom's certificate of incorporation is attached hereto as Exhibit 3.2 and the amendment of the InaCom Stock Plan is attached hereto as Exhibit 4.1. Under the terms of the Merger Agreement, Vanstar stockholders are entitled to receive .64 shares of InaCom common stock in exchange for each share of Vanstar common stock previously owned. Item 7. FINANCIAL STATEMENTS AND EXHIBITS. The financial statements required by Item 7(a) and Item 7(b) of Form 8-K will be filed pursuant to an amendment to Form 8-K no later than March 26, 1999. (c) Exhibits. 2.1 Agreement and Plan of Merger dated October 8, 1998 among InaCom Corp., Vanstar Corporation, and InaCom Acquisition Inc. incorporated by reference from InaCom Corp.'s Current Report on Form 8-K dated October 8, 1998. 3.1 Certificate of Merger. 3.2 Amendment to Certificate of Incorporation of InaCom Corp. 4.1 Amendment to 1997 InaCom Stock Plan SIGNATURE Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. INACOM CORP. February 17, 1999 /s/ DAVID C. GUENTHNER By:______________________ David C. Guenthner Executive Vice President and Chief Financial Officer 3 INDEX TO EXHIBITS Exhibit Description 2.1 Agreement and Plan of Merger dated October 8, 1998 among InaCom Corp., Vanstar Corporation, and InaCom Acquisition Inc. incorporated by reference from InaCom Corp.'s Current Report on Form 8-K dated October 8, 1998. 3.1 Certificate of Merger. 3.2 Amendment to Certificate of Incorporation of InaCom Corp. 4.1 Amendment to 1997 InaCom Stock Plan. 4 EX-3.1 2 CERTIFICATE OF MERGER CERTIFICATE OF MERGER OF INACOM ACQUISITION, INC. (A DELAWARE CORPORATION) INTO VANSTAR CORPORATION (A DELAWARE CORPORATION) (UNDER SECTION 251 OF THE GENERAL CORPORATION LAW OF THE STATE OF DELAWARE) It is hereby certified that: 1. The constituent corporations participating in the merger herein certified are: INACOM ACQUISITION, INC., which is incorporated under the laws of the State of Delaware; and VANSTAR CORPORATION, which is incorporated under the laws of the State of Delaware. 2. An Agreement of Merger has been approved, adopted, certified, executed, and acknowledged by each of the aforesaid constituent corporations in accordance with the provisions of subsection (c) of Section 251 (and, with respect to InaCom Acquisition, Inc., Section 228 by the written consent of its sole stockholder) of the General Corporation Law of the State of Delaware. 3. The name of the surviving corporation in the merger herein certified is Vanstar Corporation. 4. The Certificate of Incorporation of Vanstar Corporation shall be the Certificate of Incorporation of said surviving corporation. 5. The executed Agreement of Merger between the aforesaid constituent corporations is on file at the principal place of business of the aforesaid surviving corporation, the address of which is as follows: Vanstar Corporation 2001 Westside Parkway, Suite 260 Alpharetta, Georgia 30004 6. A copy of the aforesaid Agreement of Merger will be furnished by the aforesaid surviving corporation, on request, and without cost, to any stockholder of either of the aforesaid constituent corporations. 7. This Certificate of Merger shall be effective as of 4:30 p.m. Eastern time on February 17, 1999. Dated: February 17, 1999 VANSTAR CORPORATION /s/ WILLIAM Y. TAUSCHER By: ________________________ William Y. Tauscher Its: President EX-3.2 3 AMENDMENT TO CERTIFICATE OF INCORPORATE CERTIFICATE OF AMENDMENT OF CERTIFICATE OF INCORPORATION OF INACOM CORP. INACOM CORP., a corporation organized and existing under the laws of the State of Delaware (the "Corporation"), pursuant to the provisions of the General Corporation Law of the State of Delaware (the "DGCL"), does hereby certify as follows: FIRST: The Certificate of Incorporation of the Corporation is hereby amended by deleting the first sentence of ARTICLE IV of the Certificate of Incorporation in its present form and substituting therefor a new first sentence of ARTICLE IV in the following form: "The total number of shares which this corporation shall have the authority to issue is One Hundred One Million (101,000,000) shares, divided into One Hundred Million (100,000,000) shares of Common Stock of a par value of Ten Cents ($.10) per share and One Million (1,000,000) shares of Class A Preferred Stock of a par value of One Dollar ($1.00) per share." SECOND: The amendment to the Certificate of Incorporation of the Corporation set forth in this Certificate of Amendment has been duly adopted in accordance with the provisions of Section 242 of the DGCL by (a) the Board of Directors of the Corporation having duly adopted a resolution setting forth such amendment and declaring its advisability and submitting it to the stockholders of the Corporation for their approval, and (b) the stockholders of the Corporation having duly adopted such amendment by vote of the holders of a majority of the outstanding stock entitled to vote thereon at a special meeting of stockholders called and held upon notice in accordance with Section 222 of the DGCL. IN WITNESS WHEREOF, the undersigned have executed this Certificate on this 17th day of February, 1999. INACOM CORP. /s/ BILL L. FAIRFIELD By:_________________________ BILL L. FAIRFIELD President EX-4.1 4 AMENDMENT TO 1997 INACOM STOCK PLAN AMENDMENT NO. 1 to INACOM 1997 STOCK PLAN Section 5.1 of the InaCom 1997 Stock Plan is hereby amended to change the reference therein to "1,400,000 shares of Stock" to "11,400,000 shares of Stock". -----END PRIVACY-ENHANCED MESSAGE-----