8-K

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):  August 26, 2003

PROCOM TECHNOLOGY, INC.

(Exact name of registrant as specified in its charter)

California	0-21053	33-0268063
(State or other jurisdiction	(Commission File No.)	(I.R.S. Employer
of incorporation)		Identification Number)

58 Discovery

Irvine, CA 92618

(Address of principal executive offices)

Registrant’s telephone number, including area code:  (949) 852-1000

Not Applicable

(Former name or former address, if changed since last report.)

ITEM 5.    Other Events and Required FD Disclosure.

On August 26, 2003, Procom Technology, Inc. issued a press release titled “Procom Technology, Inc. Announces Deregistration with Securities and Exchange Commission”. A copy of this press release is filed as Exhibit 99.1 to this report and is incorporated herein by reference.

ITEM 7.    Financial Statements, Pro Forma Financial Information and Exhibits.

(a)    Not applicable

(b)    Not applicable

(c)    Exhibits

The following exhibit is filed herewith:

Exhibit No.	Description of Exhibit
99.1	Press Release of Procom Technology, Inc. dated August 26, 2003.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, as amended, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Date: August 26, 2003

Procom Technology, Inc.
By:	/s/    ALEX RAZMJOO
Name:	Alex Razmjoo
Title:	Chairman of the Board, President and Chief Executive Officer

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EXHIBIT INDEX

Exhibit No.	Description of Exhibit
99.1	Press Release of Procom Technology, Inc. dated August 26, 2003.

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EX-99.1

[LOGO OF PROCOM TECHNOLOGY APPEARS HERE]

FOR IMMEDIATE RELEASE

Contact:

Edward Kirnbauer

Procom Technology

949-852-1000

ekirnbauer@procom.com

PROCOM TECHNOLOGY, INC. ANNOUNCES

DEREGISTRATION WITH

SECURITIES AND EXCHANGE COMMISSION

Irvine, Calif., August 26, 2003–Procom Technology, Inc. announced that today it filed a Form 15 with the Securities and Exchange Commission to terminate the Company’s common stock registration under the Securities Exchange Act of 1934.

The Company’s Board of Directors believes that deregistering the Company’s common stock is in the long-term best interests of its shareholders. As previously announced by the Company, the Company’s shares were delisted from The Nasdaq SmallCap Market on August 14, 2003. The Board of Directors has concluded that the benefits of remaining a public reporting company are outweighed by the costs and administrative burdens of being a public company. According to Alex Razmjoo, Chief Executive Officer and Chairman of the Board of Directors, “We are taking this action in order to relieve the Company from the burden and expense of maintaining its public company status. We do not believe that deregistering will have any impact on our overall business strategy, which continues to be to focus on growing our business and to control costs and conserve cash.”

The obligations of the Company to file periodic reports with the SEC, including reports on Form 10-K, 10-Q and 8-K, as well as proxy statements, are suspended upon filing of the Form 15. The deregistration is expected to become effective within 90 days of filing.

This release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933 and Section 21E of the Securities Exchange Act of 1934. Such statements include, but are not limited to, comments regarding the Company’s efforts to develop competitive NAS products and to increase its sales of NAS products. Future results could be affected materially as a result of important factors, including, without limitation, adverse economic conditions and weak corporate information technology expenditures, competitive product introductions, price competition, the failure of any significant customer, any failure or delay in the Company’s ability to develop and introduce new products and enhancements to existing products, any unfavorable change in the relationship with channel partners and other resellers of the Company’s products, any decrease in the growth of the market for NAS and foreign currency fluctuations. The Company undertakes no obligation to publish revised forward-looking statements to reflect the occurrence of unanticipated events or circumstances after the date hereof or to reflect the occurrence of unanticipated events. Readers are urged to carefully review and consider the various disclosures made by the Company to advise interested parties of certain risks and other factors that may affect the Company’s business and operating results.

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