8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION

Washington, DC 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 17, 2004

ZAMBA CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware	41-1636021
(State or Other Jurisdiction of Incorporation or Organization)	(I.R.S. Employer Identification No.)
0-22718
(Commission File No.)
3033 Excelsior Blvd., Suite 200, Minneapolis, Minnesota 55416
(Address of Principal Executive Offices, including Zip Code)
Registrant’s Telephone Number, Including Area Code: (952) 832-9800

Item 5.  Other Events.

On May 17, 2004, Zamba Corporation (“Zamba”) issued the press release attached as Exhibit 99.1 announcing it has raised $750,000 in a convertible debt private placement.  Zamba also issued to the investor a warrant to purchase up 1,339,286 shares of common stock at an exercise price of $0.28 per share.

Zamba offered the financing transaction in reliance on an exemption from registration for offers and sales of securities that do not involve a public offering. This offering was not registered under the Securities Act of 1933, as amended, and neither the convertible note nor the warrants or the underlying common stock may be offered or sold in the United States absent registration or an applicable exemption from registration requirements. This disclosure is neither an offer to purchase nor a solicitation of an offer to sell securities in any jurisdiction in which such an offer or sale would be unlawful. This document does not and will not constitute an offer to sell or the solicitation of an offer to buy shares and is being issued under Rule 135c under the Securities Act.

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

Exhibit No.	Document
99.1	Press Release, dated May 17, 2004, announcing convertible debt private placement.

2

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 hereunto duly authorized.

	Zamba Corporation
	(Registrant)
	By:	/s/ Ian L. Nemerov
		Ian L. Nemerov
		Secretary and General Counsel
Dated: May 17, 2004

3

EX-99.1

Exhibit 99.1

Contacts:	Michael H. Carrel
	Executive Vice President and CFO
	(952) 844-3113
	mcarrel@ZAMBAsolutions.com

FOR IMMEDIATE RELEASE

ZAMBA SOLUTIONS ANNOUNCES FINANCING

MINNEAPOLIS – May 17, 2004 – ZAMBA Solutions (OTC BB: ZMBA) today announced it has raised $750,000 in a convertible debt private placement with Pandora Select Partners LP (“Pandora).

“This is a great deal for Zamba providing us with the necessary capital to focus on building the operations of our business and helping us to strategically position the company to take advantage of any other opportunities that we believe will increase shareholder value,” said Michael Carrel, Chief Financial Officer of Zamba. “Additionally, we are pleased with the flexible structure and terms of this financing.”

Terms of the financing require Zamba to pay interest only on the debt on a monthly basis through August 2004, and interest and principal over the following 15 months.  Zamba has the option, subject to certain conditions and limitations, to pay each monthly installment with its common stock or cash.  Repayments using common stock will be at a twelve percent discount from the average closing bid price for the thirty days prior to that payment.  Zamba may also prepay the outstanding balance of the debt with no prepayment penalty.  In connection with the financing, Zamba also issued Pandora a five-year warrant to purchase up to 1,339,286 shares of Zamba’s common stock at an exercise price of $0.28 per share.

In addition, Zamba agreed to file a registration statement with the U.S. Securities and Exchange Commission covering the issuance or resale of the shares of Zamba’s common stock which may be issued in connection with the note and warrant issued to Pandora.

About ZAMBA Solutions

ZAMBA Solutions is a premier customer care services company.  We help our clients be more successful in: acquiring, servicing, and retaining their customers.  Having served over 300 clients, ZAMBA is focused on customer-centric services by leveraging best practices and best-in-class technology to enable insightful, consistent interactions across all customer touchpoints.

ZAMBA’s clients have included Best Buy, Canon, GE Medical Systems, Direct Energy Essential Home Services, Fleet Bank, Hertz, General Mills, Microsoft Great Plains, Nikon, Northrop Grumman, Symbol Technologies, Union Bank of California, and Volkswagen of America. The company has offices in Minneapolis, San Jose and Toronto. For more information, contact ZAMBA at www.ZAMBAsolutions.com or (800) 677-9783.

Safe Harbor Statement

Certain statements in this press release are “forward-looking statements” within the meaning of the Private Securities Litigation Reform Act of 1995 and involve known and unknown risks, uncertainties and other factors that may cause our actual results, performance or achievements to be materially different from the results, performance or achievements expressed or implied by the forward looking statements. Factors that impact such forward looking statements include, among others, our ability to obtain consulting engagements, our ability to maintain and grow our revenues and profitability, our ability to identify and execute positive corporate opportunities, the growth rate of the marketplace for customer-centric solutions, our ability to develop skills in implementing customer-centric solutions, the ability of our partners to maintain competitive products, the impact of competition and pricing pressures from actual and potential competitors with greater financial resources, our ability to obtain large-scale consulting services agreements, our ability to fund our operations, client decision-making processes, changes in expectations regarding the information technology industry, our ability to hire and retain competent employees, possible changes in collections of accounts receivable, changes in general economic conditions and interest rates, and other factors identified in our filings with the Securities and Exchange Commission.

“ZAMBA Solutions” is a trade name under which Zamba Corporation conducts operations.

1