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): November 13, 2008

Technology Solutions Company
(Exact name of registrant as specified in its charter)

Delaware	0-19433	36-3584201
(State or other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

55 East Monroe Street Suite 2600 Chicago, Illinois	60603
(Address of Principal Executive Offices)	(Zip Code)

Registrant’s telephone number, including area code: (312) 228-4500

(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:

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

ITEM 7.01  REGULATION FD DISCLOSURE

On November 12, 2008, Technology Solutions Company (the “Company”) issued a press release to announce its Third Quarter 2008 Financial Results. The press release is attached hereto as Exhibit 99.1 and is being furnished pursuant to Item 7.01 of Form 8-K (Regulation FD Disclosure ).

ITEM 9.01.    FINANCIAL STATEMENTS AND EXHIBITS

Exhibit Number	Description
99.1	Text of Press Release, dated November 12, 2008, titled Technology Solutions Company Announces 2008 Third Quarter Financial Results.

SIGNATURE

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.

	TECHNOLOGY SOLUTIONS COMPANY
Date: November 13, 2008	By:	/s/ TIMOTHY G. ROGERS
		Timothy G. Rogers
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number	Description
99.1	Text of Press Release, dated November 12, 2008, titled Technology Solutions Company Announces 2008 Third Quarter Financial Results

EX-99.1

Exhibit 99.1

For more information, contact:
Timothy Rogers
Chief Financial Officer
Technology Solutions Company
312.228.4500
timothy_rogers@techsol.com

Technology Solutions Company Announces
2008 Third Quarter Financial Results

CHICAGO, IL — November 12, 2008 — Technology Solutions Company, (TSC) (Nasdaq: TSCC) today announced its third quarter financial results for the quarter ended September 30, 2008.

Third Quarter Results

• Revenues before reimbursements from continuing operations were $1.4 million for the third quarter of 2008, a decrease of $0.6 million or 30 percent from the second quarter of 2008 amount of $2.0 million. As compared with the third quarter of 2007 revenue before reimbursements from continuing operations amount of $2.5 million, revenue before reimbursements for the third quarter of 2008 declined by $1.1 million, or 44 percent.

• Net loss was ($0.9) million for the third quarter of 2008, a decline of $2.4 million from the second quarter of 2008 net income of $1.5 million, when we recorded the sale of the SAP Practice. As compared with the third quarter of 2007 net loss of ($2.3) million, net loss for the third quarter of 2008 improved by $1.4 million or 61 percent.

• Net loss per share was ($0.35) for the third quarter of 2008, a decline of $0.93 per share from the second quarter of 2008 net income per share of $0.58, when we recorded the sale of the SAP Practice. As compared with the third quarter of 2007 net loss per share of ($0.89), the net loss per share for the third quarter of 2008 improved by $0.54, or 61 percent.

• Days Sales Outstanding (“DSO”) were 50 days at September 30, 2008 compared to 45 days at June 30, 2008, an increase of 5 days. DSO improved by 21 days for the third quarter of 2008 from the 71 days realized at September 30, 2007, continuing marked DSO improvement when compared to 2007 results.

• Cash, cash equivalents, short-term investments, inclusive of the promissory note due from the sale of the SAP Practice, at September 30, 2008 was $9.8 million, a decrease of $2.4 million, from the $12.2 million on hand as of June 30, 2008 and a decline of $0.9 million from the amount on hand at September 30, 2007. In October, 2008, the Company collected its first installment of $0.4 million due under the promissory note from the sale of the SAP Practice.

Business Commentary

Milton G. Silva-Craig, President and CEO of TSC, stated: “The third quarter proved to be a challenging quarter well below our internal expectations and not in line with our demonstrated progress over the prior three quarters. Unprecedented market conditions did affect certain client buying decisions impacting our ability to close deals in a timely manner and thus generate expected revenues. Our focus in the coming quarter is on improving our financial performance through further differentiation and penetration of our software and services, while continuing to deliver and grow high value services to our existing customers.”

Conference Call

TSC’s management will host a conference call on Thursday, November 13, 2008, at 8 a.m. CST. The dial-in number for the call is 866-550-6338 and the conference pass code is 2497111. For international participants, the dial-in number is 347-284-6930. The live broadcast of conference call will also be available online on the Investors section of the Technology Solutions Company’s website at: http://phx.corporate-ir.net/phoenix.zhtml?p=irol-eventDetails&c=112966&eventID=2015127.

It is recommended that participants using the Web access the site at least 15 minutes before the conference call begins to download and install any necessary audio software. The call can also be heard online at http://www.firstcallevents.com. For those who cannot access the live broadcast, a replay of the call will be available until midnight CST on November 27, 2008 by dialing 888-203-1112. The international replay dial-in number is 719-457-0820. The pass code for the replay is 2497111.

About Technology Solutions Company

Technology Solutions Company (TSC) is a software and services firm providing business solutions that partners with clients to expose and leverage opportunities that create, deliver, visualize and sustain customer value. Our outside-in, fact-based approach quantifies value through the eyes of our client’s customers, unleashing the potential for profit and growth. TSC serves the healthcare and manufacturing industries through tailored business solutions that deliver extraordinarily rapid and guaranteed results. For more information, please visit: www.techsol.com.

CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS

This press release contains or may contain certain forward-looking statements concerning the Company’s financial position, results of operations, cash flows, business strategy, budgets, projected costs and plans and objectives of management for future operations as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” and other similar expressions. These forward-looking statements involve significant risks and uncertainties. Although the Company believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, readers are cautioned that no assurance can be given that such expectations will prove correct and that actual results and developments may differ materially from those conveyed in such forward-looking statements. The Company claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Important factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements in this press release include, among others, the Company’s ability to manage decreased revenue levels; the Company’s need to attract new business and increase revenues; the Company’s declining cash position; the Company’s ability to manage costs and headcount relative to expected revenues; the Company’s ability to successfully introduce new product and service offerings; the Company’s dependence on a limited number of clients for a large portion of its revenue; the potential loss of significant clients; the Company’s ability to attract new clients and sell additional work to existing clients; the Company’s ability to attract and retain employees; the rapidly changing nature of information technology services, including the Company’s ability to keep pace with technological and market changes and its ability to refine and add to existing service offerings; the lack of shareholder approved stock options available for grants by the Company to retain existing employees; the Company’s ability to successfully integrate the Charter business with its business; and changing business, economic or market conditions and changes in competitive and other factors, all as more fully described herein and in the Company’s filings with the Securities and Exchange Commission, press releases and other communications. Forward-looking statements are not guarantees of performance. Such forward-looking statements speak only as of the date on which they are made and, except as may be otherwise required by law, the Company does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. If the Company does update or correct one or more forward-looking statements, investors and others should not conclude that the Company will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. Actual results may vary materially.

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(Tables to Follow)

TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED STATEMENTS OF OPERATIONS
(In thousands, except per share data)

	For the Three Months						For the Nine Months
	Ended September 30,						Ended September 30,
	2008			2007			2008			2007
	(unaudited)						(unaudited)
CONTINUING OPERATIONS
REVENUES:
Revenues before reimbursements	$	1,418		$	2,482		$	5,667		$	8,189
Reimbursements		224			259			831			1,002
Total Revenues		1,642			2,741			6,498			9,191
COSTS AND EXPENSES:
Project personnel		1,080			1,962			3,909			6,153
Other project expenses		373			271			943			1,389
Reimbursable expenses		224			259			831			1,002
Cost of Services		1,677			2,492			5,683			8,544
Management and administrative support		870			2,446			2,071			8,544
Intangible asset amortization		49			49			147			156
Intangible asset impairment		—			—			106			143
Total Cost and Expenses		2,596			4,987			8,007			17,387
OPERATING LOSS FROM CONTINUING OPERATIONS		(954	)		(2,246	)		(1,509	)		(8,196	)
OTHER INCOME:
Net investment income		67			126			290			446
LOSS FROM CONTINUING OPERATIONS BEFORE INCOME TAXES AND DISCONTINUED OPERATIONS		(887	)		(2,120	)		(1,219	)		(7,750	)
INCOME TAX PROVISION		—			—			—			—
NET LOSS FROM CONTINUING OPERATIONS	$	(887	)	$	(2,120	)	$	(1,219	)	$	(7,750	)
DISCONTINUED OPERATIONS
Net income/(loss) from discontinued operations		(14	)		(146	)		1,957			(245	)
NET INCOME/(LOSS)	$	(901	)	$	(2,266	)	$	738		$	(7,995	)
BASIC EARNINGS PER SHARE
Income (loss) from Continuing Operations	$	(0.35	)	$	(0.83	)	$	(0.47	)	$	(3.06	)
Income (loss) from Discontinued Operations	$	0.00		$	(0.06	)	$	0.76		$	(0.09	)
Net income (loss)	$	(0.35	)	$	(0.89	)	$	0.29		$	(3.15	)
WEIGHTED AVERAGE SHARES — BASIC		2,566			2,548			2,564			2,534
DILUTED EARNINGS PER SHARE
Income (loss) from Continuing Operations	$	(0.35	)	$	(0.83	)	$	(0.46	)	$	(3.06	)
Income (loss) from Discontinued Operations	$	0.00		$	(0.06	)	$	0.74		$	(0.09	)
Net income (loss)	$	(0.35	)	$	(0.89	)	$	0.28		$	(3.15	)
WEIGHTED AVERAGE SHARES — DILUTED		2,566			2,548			2,661			2,534

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TECHNOLOGY SOLUTIONS COMPANY
CONSOLIDATED BALANCE SHEETS
(In thousands, except share data)

	September 30			December 31,
	2008			2007
	(Unaudited)			(Audited)
ASSETS
CURRENT ASSETS:
Cash and cash equivalents	$	2,266		$	1,799
Short-term investments		6,748			9,169
Receivables, less allowance for doubtful receivables of $10		967			3,513
Note receivable		750			—
Software development costs		568			—
Other current assets		416			242
Total current assets		11,715			14,723
COMPUTERS, FURNITURE AND EQUIPMENT, NET		197			193
INTANGIBLE ASSETS, NET		264			518
Total assets	$	12,176		$	15,434
LIABILITIES AND STOCKHOLDERS’ EQUITY
CURRENT LIABILITIES:
Accounts payable	$	1,003		$	1,539
Accrued compensation and related costs		535			2,645
Other current liabilities		135			1,078
Total current liabilities		1,673			5,262
COMMITMENTS AND CONTINGENCIES
STOCKHOLDERS’ EQUITY:
Preferred stock		—			—
Common stock, shares issued — 2,677,452; shares outstanding — 2,565,866 and 2,559,247		27			27
Capital in excess of par value		129,145			129,100
Accumulated deficit		(115,079	)		(115,816	)
Treasury Stock, at cost, 111,586 and 118,205 shares		(3,162	)		(3,349	)
Accumulated other comprehensive income:
Unrealized (loss) on short-term investments		(428	)		—
Cumulative translation adjustment		—			210
Total stockholders’ equity		10,503			10,172
Total liabilities and stockholders’ equity	$	12,176		$	15,434

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