kl04032.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): April 30, 2009
______________________________
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
5.02
Departure
of Directors or Certain Officers; Election of Directors; Appointment of Certain
Officers; Compensatory Arrangements of Certain Officers
(b) On April
28, 2009, Ann Leven, a member of the Board of Directors and Chairperson of
the Audit
Committee, advised the Company that she intends to retire from the Company’s
Board of Directors. Accordingly, Ms. Leven will not stand for
re-election to the Company’s Board of Directors at the Company’s 2009 annual
meeting of stockholders and will be resigning from the Board and its respective
committees effective June 12, 2009. The Company has determined to
accept her resignation. To the knowledge of the executive officers of the
Company, Ms. Leven had no disagreement with the Company on any matter related to
the Company’s operations, policies or practices.
The
Company intends to fill the vacancy caused by Ms. Leven’s decision not to stand
for re-election. Ms. Marie Adler-Kravecas has been nominated by the
Board to serve as a member of the Board of Directors, and her election to the
Board has been submitted for stockholder’s approval at the Company’s Annual
Meeting to be held on June 12, 2009.
A press
release regarding the retirement of Ms. Leven and nomination of Ms.
Adler-Kravecas was issued by the Company on April 30, 2009, a copy of which is
filed as an exhibit.
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: April
30, 2009
Exhibit
Index
99.1 Press
Release of Systemax Inc., dated April 30, 2009, regarding the retirement of
Ms. Leven and nomination of Ms. Adler-Kravecas.