kl03024.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): March 3, 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
2.01
|
Completion
of Acquisition or Disposition of
Assets.
|
As
previously announced, on January 5, 2008, Systemax Inc. (the “Company”) 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 Company, CompUSA.com
Inc., formerly known as DotDeal Inc., a Florida corporation and a wholly-owned
subsidiary of the Company, and CompUSA Realty Inc., formerly known as Longhorn
Inc., a Delaware corporation and a wholly-owned subsidiary of the Company (the
“Real Estate
Buyer”).
Pursuant
to the Purchase Agreement, on March 4, 2008, the Real Estate Buyer and another
wholly-owned subsidiary of the Company completed their acquisitions of sixteen
retail leases from the Seller and certain fixtures located at these
locations. The aggregate purchase price for the leases and the
fixtures located at each leased premises was approximately $11.5
million.
|
Item
2.02
|
Results
of Operations and Financial
Condition
|
A press
release regarding fourth quarter 2007 financial results was issued by the
Company on March 10, 2008. Since the
issuance of the press release, the Company made immaterial revisions to cash
flow from operations for the fourth quarter and full year and current
liabilities at fiscal year end 2007. The copy of the press release
attached hereto reflects these changes.
|
Item
5.03
|
Amendments
to Articles of Incorporation or Bylaws; Change in Fiscal
Year
|
On March
3, 2008, the board of directors of the Company approved an amendment to the
Company’s bylaws to change the Company’s fiscal year end to the Saturday closest
to December 31, commencing with the fiscal year ending December 29,
2007. The text of the amendment to the Company’s bylaws is filed as
an exhibit hereto. There will be no transition period resulting from
the change in fiscal year end.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(b) Pro
Forma Financial Information
Based on
financial information currently available, the Company does not anticipate that
the acquisition described in Item 2.01 will exceed the significance test and
therefore no pro forma financial statements will be required.
(d) Exhibits
|
|
3(ii)
|
Amendment
to Bylaws
|
|
|
99.1
|
Press
Release of Systemax Inc., dated March 10, 2008, regarding financial
results for fourth quarter of 2007.
|
SIGNATURES
Pursuant
to the requirements of the Securities Exchange Act of 1934, the Company 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: March
13, 2008
Exhibit
Index
|
|
3(ii)
|
Amendment
to Bylaws
|
|
|
99.1
|
Press
Release of Systemax Inc., dated March 10, 2008, regarding financial
results for fourth quarter of 2007.
|