-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, G/peo4aRSU38vUOSdVWiq1aT52rYrIx3E0BKEjNRUf3M0/+aWpvH1LqMmFhR5Kgt M1c+NrGp6EogjJHj+ZJhbA== 0000950144-01-509913.txt : 20020412 0000950144-01-509913.hdr.sgml : 20020412 ACCESSION NUMBER: 0000950144-01-509913 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20011204 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20011210 FILER: COMPANY DATA: COMPANY CONFORMED NAME: TECH DATA CORP CENTRAL INDEX KEY: 0000790703 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] IRS NUMBER: 591578329 STATE OF INCORPORATION: FL FISCAL YEAR END: 0131 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-14625 FILM NUMBER: 1810554 BUSINESS ADDRESS: STREET 1: 5350 TECH DATA DR CITY: CLEARWATER STATE: FL ZIP: 33760 BUSINESS PHONE: 7275397429 MAIL ADDRESS: STREET 1: 5350 TECH DATA DRIVE CITY: CLEARWATER STATE: FL ZIP: 33760 8-K 1 g73230e8-k.txt TECH DATA COPORATION 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): December 4, 2001 0-14625 (Commission File Number) TECH DATA CORPORATION (Exact name of registrant as specified in its charter) FLORIDA No. 59-1578329 (State or other jurisdiction of incorporation) (I.R.S. Employer Identification No.) 5350 TECH DATA DRIVE CLEARWATER, FL, 33760 (Address of principal executive offices and zip code) REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (727) 539-7429 ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE Tech Data Corporation's press releases dated December 4, 2001, December 7, 2001 and December 10, 2001, attached hereto as Exhibits 99.1, 99.2, and 99.3, respectively, are incorporated by reference herein. ITEM 7. EXHIBITS
Exhibit No. Exhibit Title - ----------- ------------- 99.1 Press Release of Tech Data Corporation dated December 4, 2001 99.2 Press Release of Tech Data Corporation dated December 7, 2001 99.3 Press Release of Tech Data Corporation dated December 10, 2001
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 thereunto duly authorized, and in the capacity indicated. December 10, 2001 (Date) TECH DATA CORPORATION By: /s/JEFFERY P. HOWELLS - ------------------------------------ Jeffery P. Howells Executive Vice President and Chief Financial Office EX-99.1 3 g73230ex99-1.txt PRESS RELEASE DATED DECEMBER 4, 2001 Exhibit 99.1 [TECH DATA(R) LOGO] NEWS 5350 TECH DATA DRIVE CLEARWATER, FL 33760 (727) 539-7429 FOR IMMEDIATE RELEASE SYMBOL: TECD Tuesday, December 4, 2001 TRADED: NASDAQ/NMS TECH DATA ANNOUNCES PRIVATE OFFERING OF CONVERTIBLE SUBORDINATED DEBENTURES CLEARWATER, FL. -- Tech Data Corporation, a leading provider of IT products and logistics management services, today announced a private offering of $250,000,000 of Convertible Subordinated Debentures, to be issued under Rule 144A and Regulation S. The initial purchasers will have the option to purchase an additional $50,000,000 of Convertible Subordinated Debentures for a period of 13 days. The company intends to use the proceeds generated from the offering to reduce indebtedness under the company's revolving credit loans and for general corporate purposes. The Debentures and common stock issuable upon conversion have not been registered under United States or state securities laws and may not be offered or sold in the United States except to qualified institutional buyers. FORWARD-LOOKING STATEMENTS Certain matters discussed in this news release are forward-looking statements, based on the company's current expectations, that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: the general economy including the length and severity of the current economic downturn; acts of war or terrorism; business conditions and growth in the personal computer industry; competitive factors including compressed gross profit margins; inventory risks due to shifts in market demand; product availability; changes in product mix; changes in vendor terms and conditions; labor strikes; fluctuations in foreign currency exchange rates; income tax legislation; dependence on information systems and dependence on independent shipping companies. Additional discussion of these and other factors affecting the company's business and prospects is contained in the company's periodic filings with the Securities and Exchange Commission, copies of which can be obtained at the company's investor relations website at www.techdata.com. All information in this release is as of December 4, 2001. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company's expectations. ABOUT TECH DATA Tech Data Corporation (NASDAQ/NMS: TECD), founded in 1974, is a leading global provider of IT products, logistics management and other value-added services. Ranked 95th on the Fortune 500, the company and its subsidiaries serve more than 100,000 technology resellers in the United States, Canada, the Caribbean, Latin America, Europe and the Middle East. Tech Data's extensive service offering includes pre- and post-sale training and technical support, financing options and configuration services as well as a full range of award-winning electronic commerce solutions. The company generated sales of $20.4 billion for its most recent fiscal year, which ended January 31, 2001. FOR MORE INFORMATION CONTACT: Jeffery P. Howells, Executive Vice President and Chief Financial Officer 727-538-7825 (jhowells@techdata.com) or Danyle L. Anderson, Director of Investor Relations and Shareholder Services 727-538-7866 (danderso@techdata.com) # # # # EX-99.2 4 g73230ex99-2.txt PRESS RELEASE DATED DECEMBER 7, 2001 Exhibit 99.2 [TECH DATA(R) LOGO] NEWS 5350 TECH DATA DRIVE CLEARWATER, FL 33760 (727) 539-7429 FOR IMMEDIATE RELEASE SYMBOL: TECD Thursday, December 7, 2001 TRADED: NASDAQ/NMS TECH DATA OFFERS CONVERTIBLE SUBORDINATED DEBENTURES CLEARWATER, FL. -- Tech Data Corporation today announced details of a private offering of $250,000,000 of Convertible Subordinated Debentures due 2021. The Convertible Subordinated Debentures will carry an annual interest rate of 2.00% and will be issued under Rule 144A and Regulation S. These Debentures will be convertible into shares of Tech Data common stock at a price of $59.525 per share if the closing price of Tech Data common stock on The Nasdaq National Market exceeds certain levels for a specified period of time or in certain other circumstances. This conversion premium represents a 25% premium over Tech Data's closing bid price of $47.62 on December 4, 2001. Debenture holders may put the notes back to Tech Data on December 15, 2005, December 15, 2009, December 15, 2013 and December 15, 2017. The initial purchasers will have the option to purchase an additional $50,000,000 of Convertible Subordinated Debentures for a period of 13 days. The company intends to use the proceeds generated from the offering to reduce indebtedness under the company's revolving credit loans and for general corporate purposes. The debentures and common stock issuable upon conversion have not been registered under United States or state securities laws and may not be offered or sold in the United States except to qualified institutional buyers. FORWARD-LOOKING STATEMENTS Certain matters discussed in this news release are forward-looking statements, based on the company's current expectations, that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: the general economy including the length and severity of the current economic downturn; acts of war or terrorism; business conditions and growth in the personal computer industry; competitive factors including compressed gross profit margins; inventory risks due to shifts in market demand; product availability; changes in product mix; changes in vendor terms and conditions; labor strikes; fluctuations in foreign currency exchange rates; income tax legislation; dependence on information systems and dependence on independent shipping companies. Additional discussion of these and other factors affecting the company's business and prospects is contained in the company's periodic filings with the Securities and Exchange Commission, copies of which can be obtained at the company's investor relations website at www.techdata.com. All information in this release is as of December 7, 2001. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company's expectations. ABOUT TECH DATA Tech Data Corporation (NASDAQ/NMS: TECD), founded in 1974, is a leading global provider of IT products, logistics management and other value-added services. Ranked 95th on the Fortune 500, the company and its subsidiaries serve more than 100,000 technology resellers in the United States, Canada, the Caribbean, Latin America, Europe and the Middle East. Tech Data's extensive service offering includes pre- and post-sale training and technical support, financing options and configuration services as well as a full range of award-winning electronic commerce solutions. The company generated sales of $20.4 billion for its most recent fiscal year, which ended January 31, 2001. FOR MORE INFORMATION CONTACT: Jeffery P. Howells, Executive Vice President and Chief Financial Officer 727-538-7825 (jhowells@techdata.com) or Danyle L. Anderson, Director of Investor Relations and Shareholder Services 727-538-7866 (danderso@techdata.com) # # # # EX-99.3 5 g73230ex99-3.txt PRESS RELEASE DATED DECEMBER 10, 2001 Exhibit 99.3 [TECH DATA(R) LOGO] NEWS 5350 TECH DATA DRIVE CLEARWATER, FL 33760 (727) 539-7429 FOR IMMEDIATE RELEASE SYMBOL: TECD Monday, December 10, 2001 TRADED: NASDAQ/NMS TECH DATA CLOSES SALE OF $250 MILLION IN CONVERTIBLE SUBORDINATED DEBENTURES CLEARWATER, FL. -- Tech Data Corporation today announced that it has completed the sale of $250,000,000 of Convertible Subordinated Debentures due 2021. The company intends to use the proceeds generated from the offering to reduce indebtedness under the company's revolving credit loans and for general corporate purposes. The debentures bear an annual interest rate of 2.00% and, depending on the market price of the debentures, could be subject to an upward interest rate adjustment commencing December 15, 2005. If the closing price of Tech Data common stock on The Nasdaq National Market exceeds certain levels for a specified period of time, or in certain other circumstances, the debentures will be convertible into shares of Tech Data common stock at an initial conversion price of $59.525 per share. This represents a 25% premium over Tech Data's closing bid price of $47.62 on December 4, 2001. Debenture holders may put the notes back to Tech Data on December 15, 2005, December 15, 2009, December 15, 2013 and December 15, 2017. Additionally, the initial purchasers will have the option to purchase an additional $50,000,000 of Convertible Subordinated Debentures through December 21, 2001. The debentures and common stock issuable upon conversion have not been registered under United States or state securities laws and may not be offered or sold in the United States except to qualified institutional buyers. FORWARD-LOOKING STATEMENTS Certain matters discussed in this news release are forward-looking statements, based on the company's current expectations, that involve a number of risks and uncertainties. Factors that could cause actual results to differ materially include the following: the general economy including the length and severity of the current economic downturn; acts of war or terrorism; business conditions and growth in the personal computer industry; competitive factors including compressed gross profit margins; inventory risks due to shifts in market demand; product availability; changes in product mix; changes in vendor terms and conditions; labor strikes; fluctuations in foreign currency exchange rates; income tax legislation; dependence on information systems and dependence on independent shipping companies. Additional discussion of these and other factors affecting the company's business and prospects is contained in the company's periodic filings with the Securities and Exchange Commission, copies of which can be obtained at the company's investor relations website at www.techdata.com. All information in this release is as of December 10, 2001. The company undertakes no duty to update any forward-looking statements herein to actual results or changes in the company's expectations. ABOUT TECH DATA Tech Data Corporation (NASDAQ/NMS: TECD), founded in 1974, is a leading global provider of IT products, logistics management and other value-added services. Ranked 95th on the Fortune 500, the company and its subsidiaries serve more than 100,000 technology resellers in the United States, Canada, the Caribbean, Latin America, Europe and the Middle East. Tech Data's extensive service offering includes pre- and post-sale training and technical support, financing options and configuration services as well as a full range of award-winning electronic commerce solutions. The company generated sales of $20.4 billion for its most recent fiscal year, which ended January 31, 2001. FOR MORE INFORMATION CONTACT: Jeffery P. Howells, Executive Vice President and Chief Financial Officer 727-538-7825 (jhowells@techdata.com) or Danyle L. Anderson, Director of Investor Relations and Shareholder Services 727-538-7866 (danderso@techdata.com) # # # # -----END PRIVACY-ENHANCED MESSAGE-----