Filed pursuant to Rule 424(b)(2)
Registration Number 333-93783
PROSPECTUS
INGRAM MICRO INC.
1,500,000 Shares of Class A Common Stock,
Par Value $0.01 per Share
Prospective investors should carefully consider the matters discussed
under the caption "Risk Factors" beginning on page 4.
The selling shareholder may offer or sell up to 1,500,000 shares of our
Class A common stock under this prospectus from time to time. The selling
shareholder is described in more detail on page 15.
We issued a warrant to purchase these shares to the selling shareholder on
December 3, 1999.
Our common stock is quoted on the New York Stock Exchange under the symbol
"IM." On May 22, 2000, the closing price of the common stock on the New York
Stock Exchange was $19.75 per share.
The selling shareholder may offer its shares of common stock through
public or private transactions, at prevailing market prices, or at privately
negotiated prices.
We will not receive any of the proceeds from the sale of the common stock.
All costs, expenses and fees in connection with the registration of the common
stock will be paid by us, except that the selling shareholder will pay its own
underwriting discounts and selling commissions. See "Plan of Distribution"
beginning on page 15.
The Securities and Exchange Commission has not approved or disapproved of
these shares or determined if this prospectus is truthful or complete. Any
representation to the contrary is a criminal offense.
The date of this prospectus is May 22, 2000.
TABLE OF CONTENTS
Page
----
Prospectus Summary...........................................................3
Risk Factors.................................................................4
Where You Can Find More Information..........................................5
Incorporation of Certain Documents by
Reference...............................................................5
Forward-Looking Statements...................................................7
Use of Proceeds..............................................................8
Dividend Policy..............................................................8
Description of Capital Stock.................................................9
Selling Shareholder.........................................................15
Plan of Distribution .......................................................15
Legal Matters...............................................................17
Experts.....................................................................18
-----------------------
This prospectus includes or incorporates by reference various trademarks
and service marks owned or licensed by Ingram Micro Inc.
-----------------------
Except as otherwise indicated, all references to "we," "us," or "Ingram
Micro" mean Ingram Micro Inc. and its consolidated subsidiaries, unless the
context otherwise requires.
2
Prospectus Summary
This summary highlights some information from this prospectus and in the
documents incorporated by reference in this prospectus.
The Company
We are the leading distributor of information technology products and
services worldwide. We market microcomputer hardware, networking equipment, and
software products to more than 175,000 reseller customers in more than 100
countries. As a distributor, we market our products to resellers and vendors as
opposed to marketing directly to end-user customers.
The Offering
Securities Offered....... 1,500,000 shares of common stock which may be
issued to the selling shareholder under a warrant
dated December 3, 1999. See "Description of
Capital Stock."
Use of Proceeds.......... We will not receive any proceeds from the sale by
the selling shareholder of the offered shares.
Registration Agreement... We have agreed to use our reasonable best efforts to
keep effective a registration statement of which this
prospectus forms a part covering resales of the
offered shares for a certain period. The period
commences on the date this registration statement is
effective and ends on December 3, 2005, or an
earlier date if all of the offered shares have been
sold or cease to be registrable securities under the
terms of the registration agreement. See
"Description of Capital Stock - Registration
Agreement."
3
Risk Factors
In addition to the risk factors and other information included or
incorporated by reference in this prospectus, including the information
contained in Exhibit 99.01 to our 1999 Form 10-K and any future updates to that
exhibit, you should carefully consider the following risk factor in connection
with an investment in the offered shares.
We are controlled by the Ingram family stockholders because they own 86%
of the voting power of our common equity; they will control the outcome of
stockholder voting and thus determine corporate actions for the foreseeable
future.
The Ingram family stockholders own 86.3% of the aggregate voting power of
our common equity, and are parties to a board representation agreement that
contains various anti-takeover provisions. As long as the Ingram family
stockholders own a majority of the voting power of our common equity, they will
be able to elect our entire board of directors and to remove any director, with
or without cause, and generally to determine the outcome of all corporate
actions requiring stockholder approval.
Voting control by the Ingram family stockholders may discourage some
transactions involving an actual or potential change of control of Ingram
Micro, including transactions in which the holders of the common stock might
receive a premium for their shares over the prevailing market price of the
common stock.
All outstanding shares of class B common stock will automatically convert
to common stock no later than November 6, 2001. Assuming conversion of all
shares of class B common stock, as of February 1, 2000, the Ingram family
stockholders would have still owned 48.1% of the total shares outstanding,
giving them effective control of Ingram Micro. For more information, see
"Description of Capital Stock - Common Equity - Voting Rights","- Conversion"
and "- Board Representation Agreement."
4
Where You Can Find More Information
We file annual, quarterly and current reports and other information with
the SEC. You may read and copy any reports, statements or other information on
file at the SEC's public reference room located at 450 Fifth Street, N.W.,
Washington, D.C. 20549. You can request copies of those documents upon payment
of a duplicating fee, by writing to the SEC. In addition, you can inspect
reports, proxy statements and other information concerning Ingram Micro at the
offices of the New York Stock Exchange, 20 Broad Street, New York, New York
10005.
We have filed with the SEC a registration statement on Form S-3. This
prospectus, which forms a part of the registration statement, does not contain
all of the information included in the registration statement. References in
this prospectus to any of our contracts or other documents are not necessarily
complete and you should refer to the exhibits attached to the registration
statement for copies of the actual contract or document. You may review a copy
of the registration statement and the exhibits at the SEC's public reference
room in Washington, D.C. at the above location and at the SEC's regional
offices in Chicago, Illinois and New York, New York. Please call the SEC at
1-800-SEC-0330 for further information on the operation of the public reference
rooms. Our SEC filings and the registration statement can also be reviewed by
accessing the SEC's Internet site at http://www.sec.gov. Copies of the
registration statement and exhibits are also on file at the NYSE and may be
obtained at the above location.
-----------------------
Incorporation of Certain Documents by Reference
We incorporate by reference into this prospectus the information we file
with the SEC, which means that we can disclose important information to you by
referring you directly to those documents. The information incorporated by
reference is considered part of this prospectus and information that we file
subsequently with the SEC will automatically update and supersede information
contained in this prospectus and the accompanying prospectus supplement. We
incorporate by reference the documents listed below and any filings we make
with the SEC (Exchange Act File Number: 001-12203) under Sections 13(a), 13(c),
14 or 15(d) of the Securities Exchange Act of 1934 after the initial filing of
the registration statement that contains this prospectus and prior to the time
that the securities offered by this prospectus are sold:
o Annual Report on Form 10-K for the fiscal year ended January 1, 2000,
filed with the SEC on March 31, 2000.
o Quarterly Report on Form 10-Q for the quarter ended April 1, 2000,
filed with the SEC on May 16, 2000.
o Proxy Statement in connection with our 2000 Annual Meeting of
Shareowners to be held on May 17, 2000, filed with the SEC on April
13, 2000.
o The description of our common stock contained in our Exchange Act
registration statement on Form 8-A dated September 19, 1996, filed
with the SEC pursuant to Section 12 of the Exchange Act, including
any amendment thereto or report filed for the purpose of updating
this description.
5
o All other reports filed by us pursuant to Section 13(a), 13(c), 14 or
15(d) of the Exchange Act since the date of this prospectus and prior
to the termination of this offering of the shares offered by this
prospectus.
You may request a copy of these filings at no cost, by writing or
telephoning us at the following address:
Ingram Micro Inc.
1600 E. St. Andrew Place
Santa Ana, CA 92705
Attention: Vice President, Investor and Corporate Communications
Telephone number: (714) 566-1000
6
Forward-Looking Statements
This prospectus contains "forward-looking statements" within the meaning
of Section 27A of the Securities Act and Section 21E of the Exchange Act. We
caution investors that these forward-looking statements included or
incorporated by reference in this prospectus involve risks and uncertainties.
We intend to identify those forward-looking statements by using words such as:
o "expects,"
o "anticipates,"
o "intends,"
o "plans,"
o "believes,"
o "seeks,"
o "estimates,"
or variations of these words or similar expressions. These statements are based
on current expectations and projections about the technology distribution
industry and assumptions made by our management and are not guarantees of
future performance.
Actual events and results may differ materially from those expressed or
forecasted in the forward-looking statements due to factors such as:
o continued pricing and margin pressures,
o intense competition,
o fluctuations in quarterly results,
o the potential decline as well as seasonal variations in demand
for Ingram Micro's products,
o the capital intensive nature of Ingram Micro's business,
o management of growth and acquisitions,
o dependence on information systems,
o exposure to foreign markets,
o dependence on key individuals,
o dependence on key suppliers and product supply shortages,
7
o risk of declines in inventory value,
o dependence on independent shipping companies,
o rapid technological change, and resulting obsolescence risks,
o any reduction of floor planning financing for Ingram Micro's
master reseller business, and
o other risk factors identified in "Risk Factors" and elsewhere in
this prospectus.
We do not undertake any obligation to update any forward-looking
statements in this prospectus.
Use of Proceeds
We will not receive any proceeds from the sale by the selling shareholder
of the offered shares.
Dividend Policy
We have never declared or paid any dividends on our capital stock other
than a distribution of $20 million to Ingram Industries in connection with our
split-off from Ingram Industries in 1996. We currently intend to retain our
future earnings to finance the growth and development of our business and do
not anticipate declaring or paying cash dividends on our capital stock for the
foreseeable future. Any future decision to declare or pay dividends will be at
the discretion of the board of directors. The board of directors may consider
our financial condition, results of operations, capital requirements, and other
factors as they deem relevant. In addition, some of our debt facilities contain
restrictions on the declaration and payment of dividends.
8
Description of Capital Stock
Our authorized capital stock consists of:
o 265,000,000 shares of Class A common stock, par value $0.01 per
share, of which 71,597,655 shares were issued and outstanding as
of March 27, 2000, and
o 135,000,000 shares of Class B common stock, par value $0.01 per
share, of which 73,142,787 shares were issued and outstanding as
of March 27, 2000.
We refer to the Class A common stock as common stock, and we refer to the
Class A common stock together with the Class B common stock as the common
equity in this prospectus.
Our certificate of incorporation also authorizes us to issue up to
1,000,000 shares of preferred stock, par value $0.01 per share, on terms
determined by our board of directors. This summary describes our capital stock
structure. For greater detail, you should rely on our certificate of
incorporation and the amended and restated bylaws of Ingram Micro, which have
been filed or incorporated by reference as exhibits to this registration
statement.
Common Equity
The shares of common stock and Class B common stock are identical in all
respects, except for voting rights and certain conversion rights, as described
below.
Voting Rights. Each share of common stock entitles the holder to one vote
on each matter submitted to a vote of our shareowners, including the election
of directors. Each share of Class B common stock entitles the holder to ten
votes on each of these matters. Except as required by applicable law, holders
of the common stock and Class B common stock vote together as a single class on
all matters submitted to a vote of our shareowners. There is no cumulative
voting.
As of February 1, 2000, Martha R. Ingram, her children, certain trusts
created for their benefit, two charitable trusts and a foundation created by
the Ingram family held 133,528 shares of our common stock, including 7,666
shares issuable for stock options exercisable within 60 days of February 1,
2000, in the aggregate and 69,389,096 shares of Class B common stock in the
aggregate, amounting to 86.3% of the aggregate voting power of the Ingram Micro
common equity. Ingram Industries Inc., Ingram Micro's former parent, which is
controlled by the Ingram family stockholders, held 231,000 shares of our common
stock as of February 1, 2000. In addition, Ingram Entertainment Inc., which is
controlled by David B. Ingram, held 2,901 shares of our common stock as of
February 1, 2000.
So long as any shares of Class B common stock are outstanding, if we
receive signed consents from shareowners having the minimum number of votes
necessary to approve an action at a meeting at which all shares entitled to
vote on the matter were present and voted, any action that may be taken at a
meeting of the shareowners may be taken by written consent in lieu of a
meeting. This action could permit certain holders of Class B common stock to
take action regarding matters without providing other shareowners the
opportunity to voice dissenting views or raise other matters. The right to take
this action by written consent of shareowners will expire when all outstanding
shares of Class B common stock cease to be outstanding.
9
Dividends, Distributions, and Stock Splits. Holders of common stock and
Class B common stock are entitled to receive dividends at the same rate if any
dividends are declared by the board of directors out of assets legally
available therefor after the payment of dividends required to be paid on shares
of preferred stock, if any.
In the case of dividends or distributions payable in common equity, only
shares of common stock will be distributed to the common stockholders and only
shares of Class B common stock will be distributed to the Class B common
stockholders.
Neither the common stock nor the Class B common stock may be subdivided or
combined in any manner unless the other class is subdivided or combined in the
same proportion.
Conversion. The common stock has no conversion rights.
The Class B common stock is convertible into common stock, in whole or in
part, at any time, on the basis of one share of common stock for each share of
Class B common stock converted.
Each share of Class B common stock will also automatically convert into
one share of common stock upon the earliest to occur of:
o November 6, 2001;
o the sale or transfer of a share of Class B common stock (a) by a
holder that is a party to the board representation agreement to
any person that is not an affiliate, spouse or descendant of
that holder, their estates or trusts for their benefit or any
other party to the exchange agreement which effected the
split-off from Ingram Industries in 1996, or (b) by any other
holder, to a holder that is not the spouse or descendant of that
holder or their estates or trusts for their benefit; or
o the date on which the number of shares of Class B common stock
then outstanding is less than 25% of the aggregate number of
shares of common equity then outstanding.
Liquidation. If we dissolve, liquidate or wind up our affairs, whether
voluntarily or involuntarily, after paying our debts and other liabilities and
making provision for the holders of preferred stock, if any, our remaining
assets will be distributed ratably among the holders of the common stock and
the Class B common stock, treated as a single class.
Mergers and Other Business Combinations. The holders of each class of
common equity will be entitled to receive an equal per share amount of stock,
securities, cash and/or any other property, upon a merger, combination, or
other similar transaction in which our shares of common equity are exchanged
for or changed into other stock or securities, cash and/or any other property.
We note that in a transaction where shares of capital stock are distributed,
the shares so exchanged for or changed into may differ as to voting rights and
some conversion rights to the extent that the voting rights and those
conversion rights of common stock and Class B common stock differ at that time.
Other Provisions. The holders of the common stock and Class B common stock
are not entitled to preemptive rights. There are no redemption provisions or
sinking fund provisions applicable to the common stock or the Class B common
stock.
10
Preferred Stock
Our board of directors is authorized to provide for the issuance of shares
of preferred stock in one or more series. This authority includes the right:
o to establish the number of shares;
o to fix the rights, powers, preferences, and privileges of the
shares;
o to fix any qualifications and restrictions thereon; and,
o to increase or decrease the number of shares, without any
further vote or action by the shareowners.
Depending upon the terms of the preferred stock established by the board
of directors, any or all series of preferred stock could have preference over
the common equity dividends and other distributions and upon our liquidation.
They could also have voting or conversion rights that may adversely affect the
holders of the outstanding common equity. We have no present plans to issue any
shares of preferred stock.
Registration Agreement
We have filed this registration statement with the SEC. We will use our
reasonable best efforts to keep the registration statement effective under the
registration agreement for a defined period. This period starts when this
registration statement is effective and ends on December 3, 2005 or an earlier
date if all of the offered shares have been sold or cease to be registrable
securities. According to the terms of the registration agreement, registrable
securities means any shares of Ingram Micro common stock issued or issuable to
a selling shareholder upon exercise of the warrant; provided that the offered
shares shall cease to be registrable securities if:
o a registration statement concerning the offered shares shall
have become effective under the Securities Act and the shares
shall have been disposed of under this effective registration
statement,
o the offered shares shall have been sold under Rule 144,
o all of the offered shares have been otherwise transferred to
selling shareholder who may trade these shares without
restriction under the Securities Act, and Ingram Micro has
delivered a new certificate or other evidence of ownership for
the offered shares not bearing a restrictive legend, or
o in our counsel's opinion, all of the offered shares may be sold
without any time, volume or manner limitations under Rule
144(k).
If there is any change in corporate structure affecting our common stock,
an adjustment shall be deemed to be made in the definition of registrable
securities in the registration agreement as is appropriate in order to prevent
any dilution or enlargement of the rights granted under that agreement.
11
We are permitted to suspend the use of this prospectus under certain
circumstances relating to pending corporate developments, public filings with
the SEC and similar events for a period no longer than 60 days, and no more
than 120 days in any 12-month period.
A holder who sells shares pursuant to the registration statement generally
will be required to be named as a selling shareholder in this prospectus,
deliver this prospectus to purchasers of the offered shares and be bound by
certain provisions of the registration agreement that are applicable to that
holder, including indemnification provisions.
We have agreed to pay all expenses of the registration statement, except
for underwriting fees attributable to the sale of registrable securities. We
have also agreed to provide to each registered holder copies of this
prospectus, to notify each registered holder when the registration statement
has become effective and to take certain other required actions to permit
unrestricted resales of the shares. The plan of distribution of this prospectus
permits resales of offered shares by selling shareholder through brokers and
dealers.
Limitation of Liability; Indemnification
As permitted by the Delaware General Corporation Law, the certificate of
incorporation provides that our directors shall not be personally liable to
Ingram Micro or our shareowners for monetary damages for breach of fiduciary
duty as a director. The DGCL provides that this liability may be so limited,
except for liability:
o for any breach of the director's duty of loyalty to Ingram Micro
or its shareowners,
o for acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of the law,
o under Section 174 of the DGCL, relating to prohibited dividends
or distributions or the repurchase or redemption of stock, or
o for any transaction from which the director derives an improper
personal benefit.
Each person who is or was a party to any action by reason of the fact that
the person is or was a director or officer of Ingram Micro shall be indemnified
and held harmless by us to the fullest extent permitted by the DGCL. This right
to indemnification also includes the right to have us pay the expenses incurred
in connection with any proceeding in advance of its final disposition. We may,
by action of the board of directors, provide indemnification to other employees
and agents of Ingram Micro to the extent the board of directors determines to
be appropriate under the DGCL.
As a result of this provision, Ingram Micro and its shareowners may be
unable to obtain monetary damages from a director for breach of his duty of
care. Although shareowners may continue to seek injunctive or other equitable
relief for an alleged breach of fiduciary duty by a director, shareowners may
not have any effective remedy against the challenged conduct. We also reserve
the right to purchase and maintain directors' and officers' liability
insurance.
12
Board Representation Agreement
Ingram Micro and the Ingram family stockholders have entered into a board
representation agreement. The board representation agreement provides for the
designation of specific nominees. These nominees are as follows:
o not more than three directors designated by the Ingram family
stockholders,
o one director designated by our chief executive officer, and
o four or five additional independent directors who are not
members of the Ingram family or executive officers or employees
of Ingram Micro.
Directors designated by the Ingram family stockholders may, but are not
required to, include Martha R. Ingram, any of her legal descendants, or any of
their respective spouses. Messrs. Orrin H. Ingram II and John R. Ingram and
Mrs. Ingram are the directors designated by the Ingram family stockholders; Mr.
Kent B. Foster is the director designated by our chief executive officer; and
Messrs. Don H. Davis, Jr., Philip M. Pfeffer, Gerhard Schulmeyer, Jerre L.
Stead, and Joe B. Wyatt are considered independent directors. Each of the
parties to the board representation agreement, other than Ingram Micro, has
agreed to vote its shares of common equity in favor of the designated nominees.
The Ingram family stockholders' holdings of common equity are sufficient to
guarantee the election of the designated nominees.
The board representation agreement provides for the formation of certain
committees of the board of directors. As provided in the bylaws and the board
representation agreement, Ingram Micro has four committees:
o an executive committee,
o a nominating committee,
o an audit committee, and
o a human resources committee.
The board representation agreement also provides that some corporate
transactions may not be entered into without the written approval of a majority
of the voting power held by the Ingram family stockholders, including:
o transactions involving the potential sale or merger of Ingram
Micro,
o the issuance of additional equity, warrants, or options,
o acquisitions involving an aggregate consideration of more than
10% of our common equity, or
o the incurrence of specified types of indebtedness.
13
The board representation agreement will terminate on the date on which the
Ingram family stockholders collectively cease to beneficially own at least
25,000,000 shares of our common equity. This number may be equitably adjusted
to reflect stock splits, stock dividends, recapitalizations, and other
transactions in the capital stock of Ingram Micro. All decisions for the Ingram
family stockholders that are trusts or foundations will be made by the trustees
thereof, who in some cases are members of the Ingram family.
Other Certificate of Incorporation and Bylaw Provisions
The bylaws provide that a majority of the total number of directors shall
constitute a quorum for the transaction of business. The board of directors may
act by unanimous written consent. The board representation agreement contains
additional provisions relating to corporate governance, as described above.
Annual meetings of shareowners shall be held to elect the board of
directors and transact any other business as may be properly brought before the
meeting. Special meetings of shareowners may be called by the chairman and
shall be called by the secretary on the written request of shareowners having
10% of the voting power of Ingram Micro. Shareowners may act by written consent
in lieu of a meeting until all shares of Class B common stock cease to be
outstanding.
The certificate of incorporation may be amended with the approval of the
board of directors by the vote required as described above. For so long as any
shares of Class B common stock remain outstanding, in addition to any vote
required by law, any amendment also requires the approval of the holders of a
majority of Ingram Micro's outstanding voting power and a majority of the
members of the board of directors.
However, any amendment to the provisions of the certificate of
incorporation relating to the common equity also requires the consent of a
majority of the outstanding voting power held by the Ingram family
stockholders. The bylaws may be amended with the approval of three-quarters of
the entire board of directors or by the holders of 75% of Ingram Micro's voting
power present and entitled to vote at any annual or special meeting of
shareowners at which a quorum is present.
The number of directors which shall constitute the whole board of
directors shall be fixed by resolution of the board of directors. The number of
directors shall be eight or nine. The board currently has nine members. The
vote of a majority of the entire board is required for all actions of the
board. The directors shall be elected at the annual meeting of the shareowners,
except for filling vacancies. Directors may be removed with the approval of the
holders of a majority of Ingram Micro's voting power present and entitled to
vote at a meeting of shareowners. Vacancies and newly created directorships on
the board of directors resulting from any increase in the number of directors
may be filled by a majority of the directors then in office, although less than
a quorum, a sole remaining director, or the holders of a majority of the voting
power present and entitled to vote at a meeting of shareowners. So long as the
Ingram family stockholders and their permitted transferees own at least
25,000,000 shares of the common equity, the bylaws will provide for the
appointment of the designated nominees.
The presence, in person or by proxy, of the holders of a majority of the
votes entitled to be cast by the shareowners entitled to vote generally, shall
constitute a quorum for shareowner action at any meeting.
14
Section 203 of the DGCL
We are subject to Section 203 of the DGCL which, subject to certain
exceptions, prohibits a Delaware corporation from engaging in a "business
combination" with an "interested stockholder" for a period of three years after
the date of the transaction in which the person became an interested
stockholder, unless:
o upon consummation of such transaction the interested stockholder
owned 85% of the voting stock of the corporation outstanding at
the time the transaction commenced, or
o the business combination is, or the transaction in which such
person became an interested stockholder was, approved in a
prescribed manner.
A "business combination" includes a merger, an asset sale and any other
transaction resulting in a financial benefit to the interested stockholder. An
"interested stockholder" is a person who, together with affiliates and
associates, owns 15% or more of the corporation's voting stock.
Transfer Agent
The transfer agent and registrar for the common stock is First Chicago
Trust Company of New York, a division of EquiServe.
Selling Shareholder
We originally issued the right to purchase the 1,500,000 shares of common
stock offered in this prospectus to the selling shareholder under a warrant
dated December 3, 1999, in a transaction exempt from the registration
requirements of the Securities Act. The term "selling shareholder" includes
SOFTBANK Corp., a Japanese corporation, and its transferees, pledgees, donees,
successors or assigns, and any other person who becomes a party to or agrees to
be bound by the registration agreement. In 1998, we entered into a strategic
alliance with SOFTBANK to provide global services to value-added resellers,
with Ingram Micro serving as SOFTBANK's supplier in markets outside Japan and
Korea, and SOFTBANK fulfilling our sales to the Japanese and Korean markets.
The selling shareholder currently owns 1,168,682 outstanding shares of our
common stock and has the right to purchase an additional 1,500,000 shares
pursuant to the warrant. Assuming the selling shareholder had exercised its
warrant to purchase 1,500,000 shares of Ingram Micro common stock on March 27,
2000, it would have owned approximately 1.81% of the outstanding common equity
as of such date.
Plan of Distribution
The selling shareholder may offer the common stock from time to time:
o on the New York Stock Exchange,
o on other exchanges on which the common stock may be listed,
15
o in the over-the-counter market,
o in other ways not involving market-makers or established trading
markets, including direct sales to purchasers or sales effected
through agents.
The shares may be sold at prices and at terms then prevailing, at prices
related to the then current market price or in negotiated transactions. The
shares may be sold in one or more of these transactions:
o a block trade in which the broker or dealer so engaged will
attempt to sell the shares as agent, but may position and resell
a portion of the block as principal to facilitate the
transaction,
o purchases by a broker or dealer as principal and resale by such
broker or dealer for its account pursuant to this prospectus,
o an exchange distribution in accordance with the rules of an
exchange,
o ordinary brokerage transactions and transactions in which the
broker or dealer solicits purchasers,
o pursuant to call and put options or similar rights giving the
holder, the broker or dealer the right to purchase or the
selling shareholder, the broker or dealer the right to sell a
fixed amount of common stock at pre-negotiated prices,
o by bona fide pledgees of shares pursuant to loan and pledge
agreements with the selling shareholder.
Brokers or dealers will receive commissions or discounts from the selling
shareholder in amounts to be negotiated by the selling shareholder.
At the time a particular offering of the offered shares is made, a
prospectus supplement, if required, will be distributed. This prospectus
supplement and, if necessary, a post-effective amendment to the registration
statement of which this prospectus is a part, will be filed with the SEC to
reflect the disclosure of the additional information. In addition, the offered
shares covered by this prospectus may be sold in private transactions or under
Rule 144 rather than with this prospectus.
To the best of our knowledge, the selling shareholder currently has no
plans, arrangements or understandings with any broker/dealer, agent or
underwriter regarding the sale of the offered shares.
The selling shareholder and any other person participating in this
distribution will be subject to applicable provisions of the Exchange Act and
the rules and regulations thereunder, including, without limitation, Regulation
M of the Exchange Act which may limit the timing of purchases and sales of any
of the offered shares by the selling shareholder or any other person.
Furthermore, Regulation M may restrict the ability of any person engaged in the
distribution of the offered shares to engage in market- making activities with
respect to the particular offered shares being distributed for a period of up
to five business days prior to the commencement of that distribution. All of
the foregoing may affect the marketability of the offered shares and the
ability of any person or entity to engage in market-making activities with
respect to the offered shares.
16
Under the registration agreement entered into in connection with the
registration of the shares by Ingram Micro, each of Ingram Micro and the
selling shareholder will be indemnified by the other against certain
liabilities, including certain liabilities under the Securities Act, or will be
entitled to contribution in connection therewith.
Under the registration agreement, the selling shareholder will not pay any
expenses of the registration of the offered shares, including, without
limitation, all registration and filing fees, including, without limitation:
o with respect to filings required to be made with the National
Association of Securities Dealers, Inc. and
o of compliance with federal and state securities or blue sky
laws.
Ingram Micro will register or qualify or cooperate with the selling
shareholder in connection with the registration or qualification or exemption
from the registration or qualification of the offered shares for offer and sale
under securities or blue sky laws of the jurisdictions within the United States
as any selling shareholder reasonably requests in writing.
Legal Matters
The validity of the shares offered by this prospectus will be passed upon
for Ingram Micro by Davis Polk & Wardwell.
17
Experts
The consolidated financial statements incorporated in this prospectus by
reference to Ingram Micro's Annual Report on Form 10-K for the year ended
January 1, 2000, have been so incorporated in reliance on the report of
Pricewaterhouse Coopers LLP, independent accountants, given on the authority of
said firm as experts in auditing and accounting.
18