kl05035.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): May 14, 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
1.01 Entry into Material
Definitive Agreement
On April
5, 2009, Systemax Inc. (the “Company”), entered into a “stalking horse” asset
purchase agreement (the “Asset Purchase Agreement”), as amended on April 6, 2009
and May 14, 2009, with Circuit City Stores West Coast, Inc. and Circuit City
Stores, Inc. (“Circuit City”) to purchase from Circuit City (which had
previously filed for bankruptcy) certain of the intellectual property,
internet-related property and customer information of Circuit City constituting
its e-commerce business.
The
initial purchase price was determined through arms-length negotiation between
the parties and was subject to certain significant contingencies, most
importantly the approval of the transaction by the U.S. Bankruptcy Court
following a court-ordered auction for the assets intended to procure higher and
better bids. In connection with the approval process, the court
approved the Company as the “stalking horse” bidder, permitting other qualified
bidders to submit higher and better bids for the subject assets in the
auction.
The
court-ordered auction was conducted on May 11, 2009. The Company made the
prevailing bid which was approved by the U.S. Bankruptcy Court for the Eastern
District of Virginia on May 14, 2009, and on such date the parties executed a
second amendment to the Asset Purchase Agreement to incorporate the terms of the
Company’s prevailing bid. On May 19, 2009, the Company and
Circuit City consummated the closing of the transaction.
Pursuant
to the terms of the Asset Purchase Agreement, at closing the Company paid a cash
purchase price of $14.0 million, and agreed to pay Circuit City a share of
certain future net revenue generated by the acquired assets during the 30-month
period commencing 30 days following the closing of the transaction, which share
has been guaranteed to be at least $3.0 million.
The
foregoing summary description of the Asset Purchase Agreement is qualified in
its entirety by reference to the Asset Purchase Agreement attached as Exhibit
10.1 to this Current Report on Form 8-K and incorporated by reference
herein.
|
Item
9.01
|
Financial
Statements and Exhibits
|
(d)
Exhibits
|
|
10.1
|
Asset
Purchase Agreement, as amended, dated as of April 5, 2009 and May 14,
2009, by and among Systemax Inc., as Buyer and Circuit City Stores West
Coast, Inc. and Circuit City Stores, Inc, as
Sellers.
|
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: May
20, 2009