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: February 25, 2005

(Date of earliest event reported)

TECH DATA CORPORATION

(Exact name of registrant as specified in its charter)

Florida	0-14625	59-1578329
(State of Incorporation)	(Commission File Number)	(IRS employer Identification No.)

5350 Tech Data Drive

Clearwater, Florida, 33760

(Address of principal executive offices)

727-539-7429

(Registrant’s telephone number)

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 a Material Definitive Agreement.

On February 25, 2005, the Board of Directors of Tech Data Corporation (“the Company”) approved the acceleration of vesting for all stock options awarded in March 2004 to employees and officers under the Company’s stock option award program. While the Company typically issues options that vest equally over four years, as a result of this vesting acceleration, stock options to purchase approximately 1.5 million shares of the Company’s common stock became immediately exercisable. The grant prices of the affected stock options range from $41.08 to $41.64 and the closing price of the Company’s common stock on February 24, 2005, was $41.20.

The primary purpose of the accelerated vesting is to eliminate future compensation expense the Company would otherwise recognize in its income statement with respect to these accelerated options upon the adoption of Financial Accounting Standards Board Statement of Financial Accounting Standards No. 123 (Revised 2004), Share-Based Payment (“SFAS 123R”). SFAS 123R is effective from the first interim period that begins after June 15, 2005, and will require that compensation expense associated with stock options be recognized in the income statement, rather than as a footnote disclosure in the Company’s consolidated financial statements. The estimated future compensation expense associated with these accelerated options that would have been recognized in the Company’s income statement upon implementation of SFAS 123R is approximately $20 million.

Item 9.01. Financial Statements and Exhibits

a) Exhibits

Exhibit 99.1 Press Release dated February 28, 2005.

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.

February 25, 2005	/s/ JEFFERY P. HOWELLS
	Jeffery P. Howells
	Executive Vice President &
	Chief Financial Officer
	Tech Data Corporation

EX-99.1

Exhibit 99.1

		NEWS
		5350 Tech Data Drive
		Clearwater, FL 33760
		(727) 539-7429
FOR IMMEDIATE RELEASE		SYMBOL: TECD
Monday, February 28, 2005	TRADED: NASDAQ/NMS

Tech Data Reports Acceleration of Stock Option Vesting

CLEARWATER, FL. — Tech Data Corporation today announced an approval by the company’s Board of Directors of the acceleration of vesting for all stock options awarded during March 2004 to employees and officers under the company’s stock option award program. As a result of this action, stock options to purchase approximately 1.5 million shares of the company’s common stock became immediately exercisable effective February 25, 2005. The grant prices of the affected stock options range from $41.08 to $41.64 and the closing price of the company’s common stock on February 24, 2005 was $41.20.

Under the recently issued Financial Accounting Standard Board Statement No. 123 (Revised 2004), “Share-Based Payment” (“FAS 123R”), the company will be required to apply the expense recognition provisions of FAS 123R no later than August 1, 2005. It is anticipated that the accelerated vesting of these stock options will eliminate potential expense recognition in future periods of approximately $20 million. “We believe this decision is in the best interest of the company and its shareholders,” stated Steven A. Raymund, Chairman and Chief Executive Officer.

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: intense competition both domestically and internationally; narrow profit margins; risk of declines in inventory value; dependence on information systems; customer credit exposure; the inability to obtain required capital; fluctuations in interest rates; potential adverse effects of acquisitions; foreign currency exchange risks and exposure to foreign markets; the impact of changes in income tax and other regulatory legislation; changes in accounting rules; product supply and availability; dependence on delivery systems; changes in vendor terms and conditions; general economic conditions; exposure to natural disasters, acts of war and terrorism; potential impact of labor strikes; volatility of common stock; and the accuracy of forecast

data. 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 February 28, 2005. 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 111th on the FORTUNE 500, the company and its subsidiaries serve more than 90,000 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 electronic commerce solutions. The company generated sales of $19.1 billion for the last four quarters reported, which ended October 31, 2004.

FOR MORE INFORMATION CONTACT:

Jeffery P. Howells, Executive Vice President and Chief Financial Officer

727-538-7825 (Jeff.Howells@techdata.com)

                    or

Danyle L. Anderson, Director of Investor Relations & Shareholder Services

727-538-7866 (Danyle.Anderson@techdata.com)