As filed with the Securities and Exchange Commission on January 23, 1997
Registration No. 333-16667
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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POST-EFFECTIVE AMENDMENT NO. 1 TO
FORM S-1 REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
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INGRAM MICRO INC.
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 5045 62-1644402
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
1600 E. St. Andrew Place
Santa Ana, CA 92705
(714) 566-1000
(Address, Including Zip Code, and Telephone Number, Including Area Code,
Of Registrant's Principal Executive Offices)
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James E. Anderson, Jr., Esq.
Senior Vice President and General Counsel
Ingram Micro Inc.
1600 E. St. Andrew Place
Santa Ana, CA 92705
(714) 566-1000
(Name, Address, Including Zip Code, and Telephone Number,
Including Area Code, Of Agent for Service)
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Approximate date of commencement of proposed sale of the
securities to the public: Not applicable.
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If any of the securities being registered on this Form are to
be offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, check the following box. [X]
If this Form is filed to register additional securities for an
offering pursuant to Rule 462(b) under the Securities Act, please check the
following box and list the Securities Act registration statement number of the
earlier effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to
Rule 462(c) under the Securities Act, check the following box and list the
Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant
to Rule 434, please check the following box. [ ]
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DEREGISTRATION OF SHARES
This Post-Effective Amendment No. 1 to the Registration
Statement (File No. 333-16667) is being filed to deregister 30,000 shares of
Ingram Micro Inc.'s Common Stock, par value $0.01 per share. A total of
800,000 shares were previously registered pursuant to the Registration
Statement to which this Post-Effective Amendment No. 1 relates. The remaining
770,000 shares were sold by the Ingram Thrift Plan in a series of transactions
in December 1996.
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 13. Other Expenses of Issuance and Distribution.
An itemized statement of the estimated amount of the expenses,
other than underwriting discounts and commissions, incurred and to be incurred
in connection with the issuance and distribution of the securities registered
pursuant to this Registration Statement is as follows:
Securities and Exchange Commission registration fee......... $5,910
NYSE listing fee............................................ 830
Printing and engraving expenses............................. 2,000
Accounting fees and expenses................................ 10,000
Legal fees and expenses..................................... 10,000
Transfer Agent fees and expenses............................ 1,000
Miscellaneous............................................... 10,260
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Total...................................................... $40,000
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Item 14. Indemnification of Directors and Officers.
Section 145 of the Delaware General Corporation Law (the
"DGCL") provides, in effect, that any person made a party to any action by
reason of the fact that he is or was a director, officer, employee or agent of
the Company may and, in certain cases, must be indemnified by the Company
against, in the case of a non-derivative action, judgments, fines, amounts
paid in settlement and reasonable expenses (including attorneys' fees)
incurred by him as a result of such action, and in the case of a derivative
action, against expenses (including attorneys' fees), if in either type of
action he acted in good faith and in a manner he reasonably believed to be in
or not opposed to the best interests of the Company. This indemnification does
not apply, in a derivative action, to matters as to which it is adjudged that
the director, officer, employee or agent is liable to the Company, unless upon
court order it is determined that, despite such adjudication of liability, but
in view of all the circumstances of the case, he is fairly and reasonably
entitled to indemnity for expenses, and, in a non-derivative action, to any
criminal proceeding in which such person had reasonable cause to believe his
conduct was unlawful.
Section 102 of the DGCL allows the Company to eliminate or
limit the personal liability of a director to the Company or to any of its
stockholders for monetary damage for a breach of fiduciary duty as a director,
except in the case where the director (i) breaches such person's duty of
loyalty to the Company or its stockholders, (ii) fails to act in good faith,
engages in intentional misconduct or knowingly violates a law, (iii)
authorizes the payment of a dividend or approves a stock purchase or
redemption in violation of Section 174 of the DGCL or (iv) obtains an improper
personal benefit. Article Tenth of the Company's Certificate of Incorporation
includes a provision which eliminates directors' personal liability to the
fullest extent permitted under the Delaware General Corporation Law.
Article Tenth of the Company's Certificate of Incorporation
provides that the Company shall indemnify any person (and the heirs, executors
or administrators of such person) who was or is a party or is threatened to be
made a party to, or is involved in any threatened, pending or completed
action, suit or proceeding, whether civil, criminal, administrative or
investigative, by reason of the fact that such person is or was a director or
officer of the Company or is or was serving at the request of the Company as a
director or officer of another corporation, partnership, joint venture, trust
or other enterprise, to the fullest extent permitted by Delaware Law. Each such
indemnified party shall have the right to be paid by the Company for any
expenses incurred in connection with any such proceeding in advance of its
final disposition to the fullest extent authorized by Delaware Law. Article
Tenth of the Company's Certificate of Incorporation also provides that the
Company may, by action of its Board of Directors, provide indemnification to
such of the employees and agents of the Company to such extent and to such
effect as the Board of Directors shall determine to be appropriate and
authorized by Delaware Law.
As permitted by Delaware Law and the Company's Certificate of
Incorporation, the Company maintains insurance covering its directors and
officers against certain liabilities incurred by them in their capacities as
such, including among other things, certain liabilities under the Securities
Act of 1933, as amended.
Item 15. Recent Sales of Unregistered Securities
In the second quarter of 1996, the Company offered 2,775,000
shares of its Class B Common Stock to certain of its employees, of which
2,510,400 shares were purchased for $17.6 million. The shares were issued
without registration under the Securities Act in reliance upon the exemptions
from registration afforded by Section 4(2) of the Securities Act, and
Regulation D and Regulation S promulgated under the Securities Act. All such
shares were issued pursuant to the Company's Key Employee Stock Purchase Plan
and are subject to certain restrictions.
Reference is made to "Management--Rollover Plan; Incentive
Stock Units" and "The Split-Off and the Reorganization--The Split-Off"
regarding shares, and options exercisable for shares, of the Company's Common
Equity, issued in connection with the Split-Off, the purchasers thereof and
the consideration therefor. Such issuances will occur without registration
under the Securities Act in reliance upon the exemptions from registration
afforded by Section 4(2) of the Securities Act and Regulation D promulgated
under the Securities Act.
Item 16. Exhibits and Financial Statement Schedules.
(a) List of Exhibits.
3.01 -- Form of Certificate of Incorporation of the Registrant (incorporated by reference to Exhibit
3.01 to the Company's Registration Statement on Form S-1 (File No. 333-08453) (the "IPO
S-1"))
3.02 -- Form of Amended and Restated Bylaws of the Registrant (incorporated by reference to Exhibit
3.03 to the IPO S-1)
4.01 -- Specimen Certificate for the Class A Common Stock, par value $0.01 per share, of the
Registrant (incorporated by reference to Exhibit 4.01 to the IPO S-1)
5.01 -- Opinion of Davis Polk & Wardwell(*)
10.01 -- Ingram Micro Inc. Executive Incentive Bonus Plan (incorporated by reference to Exhibit 10.01
to the IPO S-1)
10.02 -- Ingram Micro Inc. Management Incentive Bonus Plan (incorporated by reference to Exhibit
10.02 to the IPO S-1)
10.03 -- Ingram Micro Inc. General Employee Incentive Bonus Plan (incorporated by reference to
Exhibit 10.03 to the IPO S-1)
10.04 -- Agreement dated as of December 21, 1994 between the Company and Jeffrey R. Rodek
(incorporated by reference to Exhibit 10.04 to the IPO S-1)
10.05 -- Agreement dated as of April 25, 1988 between the Company and Sanat K. Dutta (incorporated
by reference to Exhibit 10.05 to the IPO S-1)
10.06 -- Agreement dated as of June 21, 1991 between the Company and John Wm. Winkelhaus, II
(incorporated by reference to Exhibit 10.06 to the IPO S-1)
10.07 -- Ingram Micro Inc. Rollover Stock Option Plan (incorporated by reference to Exhibit 10.07 to
the IPO S-1)
10.08 -- Ingram Micro Inc. Key Employee Stock Purchase Plan (incorporated by reference to Exhibit
10.08 to the IPO S-1)
10.09 -- Ingram Micro Inc. 1996 Equity Incentive Plan (incorporated by reference to Exhibit 10.09 to
the IPO S-1)
10.10 -- Ingram Micro Inc. Amended and Restated 1996 Equity Incentive Plan (incorporated by
reference to Exhibit 10.10 to the IPO S-1)
10.11 -- Severance Agreement dated as of June 1, 1996 among the Company, Ingram Industries,
Linwood A. Lacy, Jr., and NationsBank, N.A., as trustee of the Linwood A. Lacy, Jr. 1996
Irrevocable Trust dated February 1996 (incorporated by reference to Exhibit 10.11 to the IPO
S-1)
10.12 -- Credit Agreement dated as of October 30, 1996 among the Company and Ingram European
Coordination Center N.V., Ingram Micro Singapore Pte Ltd., and Ingram Micro Inc., as
Borrowers and Guarantors, certain financial institutions, as the Lenders, NationsBank of
Texas, N.A., as Administrative Agent for the Lenders and The Bank of Nova Scotia as
Documentation Agent for the Lenders(*)
10.13 -- Amended and Restated Reorganization Agreement dated as of October 17, 1996 among the
Company, Ingram Industries, and Ingram Entertainment(*)
10.14 -- Registration Rights Agreement dated as of November 6, 1996 among the Company and the
persons listed on the signature pages thereof(*)
10.15 -- Board Representation Agreement dated as of November 6, 1996(*)
10.16 -- Thrift Plan Liquidity Agreement dated as of November 6, 1996 among the Company and the
Ingram Thrift Plan(*)
10.17 -- Tax Sharing and Tax Services Agreement dated as November 6, 1996 among the Company,
Ingram Industries, and Ingram Entertainment(*)
10.18 -- Master Services Agreement dated as of November 6, 1996 among the Company, Ingram
Industries, and Ingram Entertainment(*)
10.19 -- Employee Benefits Transfer and Assumption Agreement dated as of November 6, 1996 among
the Company, Ingram Industries, and Ingram Entertainment(*)
10.20 -- Data Center Services Agreement dated as of November 6, 1996 among the Company, Ingram
Book Company, and Ingram Entertainment Inc.(*)
10.21 -- Amended and Restated Exchange Agreement dated as of November 6, 1996 among the
Company, Ingram Industries, Ingram Entertainment and the other parties thereto(*)
10.22 -- Agreement dated as of August 26, 1996 between the Company and Jerre L. Stead
(incorporated by reference to Exhibit 10.22 to the IPO S-1)
10.23 -- Definitions for Ingram Funding Master Trust Agreements (incorporated by reference to
Exhibit 10.23 to the IPO S-1)
10.24 -- Asset Purchase and Sale Agreement dated as of February 10, 1993 between Ingram Industries
and Ingram Funding (incorporated by reference to Exhibit 10.24 to the IPO S-1)
10.25 -- Pooling and Servicing Agreement dated as of February 10, 1993 among Ingram Funding,
Ingram Industries and Chemical Bank (incorporated by reference to Exhibit 10.25 to the IPO
S-1)
10.26 -- Amendment No. 1 to the Pooling and Servicing Agreement dated as of February 12, 1993, the
Asset Purchase and Sale Agreement dated as of February 12, 1993, and the Liquidity
Agreement dated as of February 12, 1993 (incorporated by reference to Exhibit 10.26 to the
IPO S-1)
10.27 -- Certificate Purchase Agreement dated as of July 23, 1993 (incorporated by reference to
Exhibit 10.27 to the IPO S-1)
10.28 -- Schedule of Certificate Purchase Agreements (incorporated by reference to Exhibit 10.28 to
the IPO S-1)
10.29 -- Series 1993-1 Supplement to Ingram Funding Master Trust Pooling and Servicing Agreement
dated as of July 23, 1993 (incorporated by reference to Exhibit 10.29 to the IPO S-1)
10.30 -- Schedule of Supplements to Ingram Funding Master Trust Pooling and Servicing Agreement
dated as of July 23, 1993 (incorporated by reference to Exhibit 10.30 to the IPO S-1)
10.31 -- Letter of Credit Reimbursement Agreement dated as of February 10, 1993 (incorporated by
reference to Exhibit 10.31 to the IPO S-1)
10.32 -- Liquidity Agreement dated as of February 10, 1993 (incorporated by reference to Exhibit
10.32 to the IPO S-1)
10.33 -- Amendment No. 2 to the Pooling and Servicing Agreement dated as of February 12, 1993, the
Asset Purchase and Sale Agreement dated as of February 12, 1993, and the Liquidity
Agreement dated as of February 12, 1993 (incorporated by reference to Exhibit 10.33 to the
IPO S-1)
10.34 -- Agreement dated as of October 10, 1996 between the Company and Michael J. Grainger
(incorporated by reference to Exhibit 10.34 to the IPO S-1)
10.35 -- Form of Repurchase Agreement (incorporated by reference to Exhibit 10.35 to the IPO S-1)
21.01 -- Subsidiaries of the Registrant (incorporated by reference to Exhibit 21.01 to the IPO S-1)
23.01 -- Consent of Price Waterhouse LLP(*)
23.02 -- Consent of Davis Polk & Wardwell (included in their opinion filed as Exhibit 5.01)
24.01 -- Powers of Attorney of certain officers and directors of the Registrant (see page II-5 and II-6)
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(*) Previously filed.
(b) Financial Statement Schedules
See Schedule II (previously filed). All other schedules for
which provision is made in the applicable accounting regulations of the
Securities and Exchange Commission are not required under the related
instructions or are inapplicable or the information is contained in the
Consolidated Financial Statements and related notes and therefore have been
omitted.
Item 17. Undertakings.
The undersigned registrant hereby undertakes that:
(1) Insofar as indemnification for liabilities arising under the
Securities Act may be permitted to directors, officers and controlling
persons of the Company pursuant to the foregoing provisions, or otherwise,
the Company has been advised that in the opinion of the Securities and
Exchange Commission such indemnification is against public policy as
expressed in the Securities Act and is, therefore, unenforceable. In the
event that a claim for indemnification against such liabilities (other than
the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate
jurisdiction the question of whether such indemnification by it is against
public policy as expressed in the Securities Act and will be governed by the
final adjudication of such issue.
(2) For purposes of determining any liability under the Securities Act
of 1933, the information omitted from the form of prospectus filed as part
of this registration statement in reliance upon Rule 430A and contained in
a form of prospectus filed by the Registrant pursuant to Rule 424(b)(1) or
(4) or 497(h) under the Securities Act shall be deemed to be part of this
registration statement as of the time it was declared effective.
(3) For the purpose of determining any liability under the Securities
Act of 1933, each such post-effective amendment shall be deemed to be a new
registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933,
Ingram Micro Inc. has duly caused this Post-Effective Amendment No. 1 to the
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of Santa Ana, State of California, on this 22nd
day of January, 1997.
Ingram Micro Inc.
By: /s/ James E. Anderson, Jr.
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Name: James E. Anderson, Jr.
Title: Senior Vice President,
Secretary and General Counsel
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to the Registration Statement has been signed
by the following persons in the capacities and on the dates indicated.
Signature Title Date
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(*) Chief Executive Officer (Principal January 22, 1997
- ----------------------------------------------------- Executive Officer); Chairman of the
Jerre L. Stead Board
(*) Executive Vice President and January 22, 1997
- ----------------------------------------------------- Worldwide Chief Financial Officer
Michael J. Grainger (Principal Financial Officer and
Principal Accounting Officer)
(*) Director January 22, 1997
- -----------------------------------------------------
Martha R. Ingram
(*) Director January 22, 1997
- -----------------------------------------------------
John R. Ingram
(*) Director January 22, 1997
- -----------------------------------------------------
David B. Ingram
(*) Director January 22, 1997
- -----------------------------------------------------
Philip M. Pfeffer
(*) Director January 22, 1997
- -----------------------------------------------------
Don H. Davis, Jr.
(*) Director January 22, 1997
- -----------------------------------------------------
J. Phillip Samper
(*) Director January 22, 1997
- -----------------------------------------------------
Joe B. Wyatt
* Pursuant to Power of Attorney previously filed with the Commission.
/s/ James E. Anderson, Jr. Attorney-in-Fact January 22, 1997
- --------------------------------
James E. Anderson, Jr.
