Ingram Micro 2002 Annual Report Download - page 19

public offering in November 1996. These demand registration rights may be exercised by the QTIP Trust for all or any portion (subject
to certain minimum thresholds) of the shares of our common stock owned by the QTIP Trust, one or more of the other Ingram Family
Stockholders and other family members and certain of their permitted transferees on up to three occasions during the 84-month period
following the closing of the initial public offering; provided that we are not obligated to effect: (1) any registration requested by the
QTIP Trust unless the QTIP Trust has furnished us with an opinion of counsel to the effect that such registration and any subsequent sale
will not affect the tax-free nature of the split-off, or (2) more than one demand registration during any 12-month period. The registration
rights agreement also grants one demand registration right (subject to certain minimum thresholds) to other members of the Ingram
family (which may only be exercised during the 84-month period following November 1, 1996).
We agreed that we will not grant any registration rights to any other person that are more favorable than those granted under the
registration rights agreement or provide for the exercise of demand registration rights sooner than three months following a public
offering in which such person was entitled to include its shares, unless the number of shares requested to be included in such public
offering exceeded 125% of the number of shares actually included.
The registration rights agreement provides that the parties to the agreement are entitled to unlimited “piggyback” registration rights in
connection with any proposed registration of equity securities by us (with certain specified exceptions) during the 84-month period
following the completion of the initial public offering in November 1996. Employees who purchased shares of Class B common stock in
our July 1996 employee offering are bound by the provisions of the registration rights agreement as if the employees were parties to the
agreement, and are also entitled to the “piggyback” registration rights.
The registration rights agreement contains other provisions regarding reduction of the size of an offering that has been determined by
the underwriters to have exceeded its maximum potential size and contains certain customary provisions, including those relating to
holdback arrangements, registration procedures, indemnification, contribution and payment of fees and expenses.
Registration statements being kept current.
We filed a registration statement on Form S-3 covering 10,949,298 shares of Class A common stock that was declared effective on
November 20, 1997. It relates to our offer and sale of up to 2,485,944 shares of Class A common stock upon the exercise of options
under the Ingram Micro Rollover Option Plan and up to 250,000 shares under the Ingram Micro Amended and Restated 1996 Equity
Incentive Plan. It also relates to the offer and sale by our 401(k) plan, the Ingram Thrift Plan, and the Ingram Entertainment Thrift Plan
of a total of 8,213,354 shares of our Class A common stock (resulting from the conversion of shares of Class B common stock held by
these plans). We have agreed to keep the registration statement current.
In connection with our December 1999 sale of shares of common stock of SOFTBANK Corp. (“Softbank”), a Japanese corporation,
we issued to Softbank warrants to purchase 1,500,000 shares of our common stock. This warrant has an exercise price of $13.25 per
share, was immediately exercisable and had a term of five years. We also entered into a registration agreement with Softbank requiring
us to register the resale from time to time of the shares of common stock issuable upon exercise of the warrant. We filed a registration
statement on Form S-3 with respect to these shares, which was declared effective on May 18, 2000. Softbank is under no obligation to
sell its shares, and we do not know when or if Softbank will sell its shares. We have agreed to keep the registration statement effective
generally until December 3, 2005.
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