kl01029.htm
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
Date
of
Report (date of earliest event reported): January 5, 2008
______________________________
SYSTEMAX
INC.
(Exact
name of registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction
of
incorporation)
|
1-13792
(Commission
File
Number)
|
11-3262067
(IRS
Employer
Identification
No.)
|
11
Harbor Park Drive
Port
Washington, New York 11050
(Address
of principal executive offices)
(516)
608-7000
(Registrant’s
telephone number, including area code)
N/A
(Former
name or former address, if changed since last report)
Check
the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions:
£
Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
£
Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
£
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act
(17 CFR 240.14d-2(b))
£
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act
(17 CFR 240.13e-4(c))
|
Item
1.01
|
Entry
into a Material Definitive Agreement.
|
On
January 5, 2008, Systemax Inc. (the
“Registrant”)
entered into an asset purchase
agreement (the “Purchase
Agreement”) with
CompUSA Inc.,
a Delaware corporation (the “Seller”), New SAH Corp.,
a
Delaware corporation and a wholly-owned subsidiary of the Registrant (the “Trade Name Buyer”), DotDeal
Inc., a Florida corporation and a wholly-owned subsidiary of the Registrant
(the
“Domain Name Buyer”,
and together with the Trade Name Buyer, the “Internet Buyers”), and
Longhorn Inc., a Delaware corporation and a wholly-owned subsidiary of the
Registrant (the “Real Estate
Buyer”).
Pursuant
to the Purchase Agreement, the Internet Buyers agreed to acquire certain
assets and liabilities related to the e-commerce business of the Seller and
certain intellectual property rights owned by the Seller (collectively, the
“E-Commerce
Business”). The Internet Buyers agreed to acquire the
E-Commerce Business for a purchase price of $18.9 million in cash. The Internet
Buyers completed its acquisition of the E-Commerce Business on January 10,
2008.
Pursuant
to the Purchase Agreement, the Real Estate Buyer agreed to acquire up to sixteen
retail leases from the Seller and certain fixtures located at these
locations. The closing of the acquisition of each lease is subject to
the receipt of the consent of the landlord, if required under the terms of
a
lease. The aggregate purchase price for the leases and the fixtures
located at each leased premises is expected to be approximately $11.5
million. The closings of the acquisitions of the acquired leases are
expected to begin on or around January 24, 2008 and continue through February
29, 2008.
Pursuant
to the Purchase Agreement, the Registrant agreed to guarantee all the
obligations of the Buyers under the Purchase Agreement.
|
Item
2.01
|
Completion
of Acquisition or Disposition of Assets.
|
On
January 10, 2008, the Internet Buyers completed their acquisition of the
E-Commerce Business.
Item
9.01 Financial
Statements and Exhibits.
(b) Pro
Forma Financial
Information.
Based
on
preliminary financial information currently available, the Company does not
anticipate that this acquisition will exceed the significance test and therefore
no pro forma financial statements will be required.
(d) Exhibits
Exhibit
No. Description
|
99.1
|
Press
Release, dated January 6,
2008.
|
SIGNATURES
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.
SYSTEMAX
INC.
By: /s/
Curt
Rush
Name:
Curt
Rush
Title: General Counsel
and Secretary
Date: January
10, 2008