-----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, FcXftEGa3tb+BaNXwHPe0HyuQ47HZJr81/LkMs0aegA1aa+zVQI9L3bYqE4QDdkJ GCKExH/UL5A272iGAkhAAw== /in/edgar/work/0000950134-00-010087/0000950134-00-010087.txt : 20001122 0000950134-00-010087.hdr.sgml : 20001122 ACCESSION NUMBER: 0000950134-00-010087 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20001025 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20001121 FILER: COMPANY DATA: COMPANY CONFORMED NAME: DAISYTEK INTERNATIONAL CORPORATION /DE/ CENTRAL INDEX KEY: 0000887403 STANDARD INDUSTRIAL CLASSIFICATION: [5110 ] IRS NUMBER: 752421746 STATE OF INCORPORATION: DE FISCAL YEAR END: 0331 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-25400 FILM NUMBER: 774504 BUSINESS ADDRESS: STREET 1: 500 N CENTRAL EXPRWY CITY: PLANO STATE: TX ZIP: 75074 BUSINESS PHONE: 9728814700 MAIL ADDRESS: STREET 1: 500 N CENTRAL EXPWY CITY: PLANO STATE: TX ZIP: 75074 8-K 1 d82220e8-k.txt FORM 8-K 1 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): October 25, 2000 Daisytek International Corporation (Exact Name of Registrant as Specified in Charter) Delaware 0-25400 75-2421746 ------------------ ----------------- ------------------- (State or other (Commission (I.R.S. Employer jurisdiction of File Number) Identification No.) incorporation) 1025 Central Expressway South, Suite 200 Allen, Texas 75013 (Address of Principal Executive Offices, including zip code) (972) 881-4700 Registrant's Telephone Number, including area code 500 North Central Expressway Plano, Texas 75074 (Former Name or Former Address, if Changed Since Last Report) 2 ITEM 5. OTHER EVENTS On October 25, 2000, Daisytek International Corporation issued a press release filed herewith as Exhibit 99.1, related to the resignation of Mark C. Layton, James F. Reilly and Timothy M. Murray as members of the board of directors of Daisytek International Corporation. On November 6, 2000, Daisytek International Corporation issued a press release filed herewith as Exhibit 99.2, related to the appointment of Nicholas A. Giordano to the board of directors of Daisytek International Corporation. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (a) Financial statements of business acquired Not applicable (b) Pro forma financial information Not applicable (c) Exhibits 99.1 Press Release dated October 25, 2000. 99.2 Press Release dated November 6, 2000. 2 3 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 hereunto duly authorized. DAISYTEK INTERNATIONAL CORPORATION By: /s/ RALPH MITCHELL ---------------------------------------- Ralph Mitchell Chief Financial Officer, Executive Vice President - Finance Dated: November 13, 2000 4 INDEX TO EXHIBITS
EXHIBIT NUMBER DESCRIPTION - ------ ----------- 99.1 Press Release dated October 25, 2000 99.2 Press Release dated November 6, 2000
EX-99.1 2 d82220ex99-1.txt PRESS RELEASE DATED OCTOBER 25, 2000 1 [DAISYTEK LOGO] EXHIBIT 99.1 FOR IMMEDIATE RELEASE Contacts: JIM POWELL VIRGINIA CLEVELAND President and Chief Executive Officer Michael A. Burns & Associates Daisytek International Corporation (214) 521-8596 or (214) 673-1683 mobile (972) 881-4700 vcleveland@mbapr.com jpowell@daisytek.com
BOARD CHANGES SUPPORT STRATEGY TO SEPARATE DAISYTEK, PFSWEB MANAGEMENT TEAMS PLANO, TEXAS (OCT. 25, 2000) -Daisytek International Corporation (Nasdaq: DZTK), a $1 billion world leader in the wholesale distribution of computer and office supplies, announced that, in line with its strategy to create autonomous management teams following the spin-off of PFSweb, Mark C. Layton, James F. Reilly and Timothy M. Murray have resigned their board positions. In related moves last week, Chris Yates, senior partner and chief sales officer of PFSweb, also resigned from Daisytek's board of directors. Jim Powell, Daisytek's president and CEO, and Peter Vikanis, another Daisytek board member, resigned from PFSweb's board of directors. According to Jim Powell, president and CEO of Daisytek, the resignations from both companies support the strategic growth initiatives of both Daisytek and PFSweb, which successfully completed its spin-off from Daisytek in July. "We are grateful for Mark's career at Daisytek and for the contributions he, Jim and Tim have made as directors," Powell said. "We believe that continuing to separate management is an essential element of the Daisytek spin-off of PFSweb, and we look forward to continuing a strong relationship with PFSweb and Mark, who is now able to focus 100 percent of his efforts on building PFSweb." In addition to serving as chairman of the board since September, 1999, Layton was Daisytek's CEO and president from 1993 until February 2000, when he became CEO and president of PFSweb. Layton, who has been with Daisytek since 1988, was instrumental in establishing Daisytek as a leading distributor of computer and office automation supplies and accessories, such as inkjet and toner cartridges, diskettes and other data-storage media, copier and fax supplies and printer ribbons. 2 Reilly began serving as director of Daisytek in October 1998 and, in addition to serving as a director of PFSweb, is a managing director of Chase H & Q, a division of Chase Securities Inc., an investment banking firm. Murray began serving as a director of Daisytek in 1991 and, in addition to serving as a director of PFSweb, is a principal of William Blair & Company, L.L.C. The Daisytek Board of Directors elected not to immediately appoint a new chairman. Powell, in his role as president and CEO, will oversee board meetings until a new chairman is chosen. "With the successful launch of PFSweb now behind us, Daisytek will focus even more energy on the core distribution business and entrepreneurial spirit that have helped us become an international leader - and a recognized innovator - in the wholesale distribution market," Powell said. # # # ABOUT DAISYTEK Daisytek is a leading distributor of computer supplies, office products, and film and tape media. Serving customers in more than 50 countries, Daisytek distributes almost 20,000 products from more than 150 manufacturers. Daisytek is headquartered in Allen, Texas, and maintains sales and distribution centers in the United States, Australia, Canada and Mexico. Daisytek is a registered trademark of Daisytek, Incorporated. All rights reserved. This news release and more information about Daisytek are available at www.daisytek.com. The matters discussed in this news release contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts, but rather reflect our current expectations concerning future results and events. Forward-looking statements relating to such matters as our financial condition and operations are based on our management's current intent, belief or expectations regarding us or our industry. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. Certain factors, including but not limited to, general economic conditions, industry trends, the loss of key suppliers or customers, the loss of strategic product shipping relationships, customer demand, product availability, competition (including pricing and availability), risks inherent in acquiring, integrating and operating new businesses, concentrations of credit risk, distribution efficiencies, capacity constraints, technological difficulties, exchange rate fluctuations, and the regulatory and trade environment (both domestic and foreign) could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward looking statements. There may be additional risks that we do not currently view as material or that are not presently known. A description of these factors, as well as other factors which could affect the Daisytek business, is set forth in Daisytek's 10-K for the fiscal year ended March 31, 2000. 2 EX-99.2 3 d82220ex99-2.txt PRESS RELEASE DATED NOVEMBER 6, 2000 1 [DAISYTEK LOGO] EXHIBIT 99.2 FOR IMMEDIATE RELEASE Contacts: JIM POWELL CRAIG MCDANIEL, APR President and Chief Executive Officer Michael A. Burns & Associates Daisytek International Corporation (214) 521-8596 or (214) 616-7186 mobile (972) 881-4700 cmcdaniel@mbapr.com jpowell@daisytek.com
DAISYTEK INTERNATIONAL ELECTS NICHOLAS GIORDANO AS NEW DIRECTOR `New Daisytek' Continues to Strengthen the Board Following PFSweb Spin-Off ALLEN, TEXAS (NOV. 6, 2000) - Daisytek International Corporation (Nasdaq: DZTK), a $1 billion world leader in the wholesale distribution of computer and office supplies, announced the election of Nicholas A. Giordano, former president of LaSalle University and former president and CEO of the Philadelphia Stock Exchange, to the company's Board of Directors. "During the past few months, Daisytek has moved forward to separate and strengthen its Board of Directors. Since the spin-off of PFSweb in July, we have made a number of significant management changes. These changes serve as positive indicators of Daisytek's commitment to pursue its own growth strategy and continue to build a dedicated and focused leadership team," said Jim Powell, president and CEO. "Nick Giordano's election to Daisytek's board adds a significant level of depth and breadth to the company's management team. Nick is a visionary leader whose professional background will help us continue our work of positioning Daisytek to take full advantage of today's competitive financial markets while searching out and targeting new business opportunities that lie ahead." Giordano, 57, was appointed interim president of LaSalle University for a one-year term from July 1, 1998 to June 30, 1999. Prior to August 1997, Nick served for over 16 years as president and CEO of the Philadelphia Stock Exchange (PHLX), and as chairman of two of the exchange's subsidiaries - Stock Clearing Corporation of Philadelphia and the Philadelphia Depository Trust Company. During his years as CEO at PHLX, the equity of the exchange's membership nearly tripled, and significant changes were made to upgrade its technology and trading systems. Prior to his CEO appointment, Giordano held several positions as he rapidly moved up through the exchange's management ranks. 2 Prior to joining the Philadelphia Stock Exchange, Nick served as chief financial officer at two brokerage firms from 1968-1971. He began his career as a CPA when he worked at Price Waterhouse in 1965. Other professional affiliations include chairman of the Operating Committee of the Intermarket Trading System; chair of the Options Exchanges Task Force; member of the Consolidated Tape Association; and the Securities Investor Protection Task Force. He also served on the board of directors for the Options Clearing Corporation for 19 years. Internationally, Giordano served as president of the International Options Markets Association, which includes among its membership the chairmen or presidents of options exchanges, futures exchanges and clearing houses representing 24 organizations in nine countries. In this role, he consulted on market structure issues with the senior executives of exchanges in Tokyo, Hong Kong, Sydney, Melbourne, Singapore, Kuwait, London, Amsterdam, Paris and Milan. Giordano has played key leadership roles in securing legislation that helped lay the groundwork for the explosive growth in the 1980s and 1990s of derivatives instruments. He also led initiatives opposing the introduction of multiple trading of equity options, and supported the Unlisted Trading Privilege Bill. Frequently he has served as a speaker to groups within the securities industry in both Europe and the Far East. In addition to his professional responsibilities, Giordano has served on numerous civic boards, educational committees, and played a leadership role in several charitable organizations. He has been honored on numerous occasions with various awards relating to leadership, achievement and service. "Nick joins our team with very strong credentials. We are honored to have him on the Daisytek team. I am personally excited to work with such a talented and dedicated group of directors. We have recruited strong, very capable board members who bring new ideas, fresh leadership and a great deal of enthusiasm to our company, " said Powell. # # # 2 3 ABOUT DAISYTEK Daisytek is a leading distributor of computer supplies, office products, and film and tape media. Serving customers in more than 50 countries, Daisytek distributes almost 20,000 products from more than 150 manufacturers. Daisytek is headquartered in Allen, Texas, and maintains sales and distribution centers in the United States, Australia, Canada and Mexico. Daisytek is a registered trademark of Daisytek, Incorporated. All rights reserved. This news release and more information about Daisytek are available at www.daisytek.com. The matters discussed in this news release contain both historical and forward-looking statements. All statements other than statements of historical fact are, or may be deemed to be, forward-looking information within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Act of 1934, as amended. You can identify these statements by the fact that they do not relate strictly to historical or current facts, but rather reflect our current expectations concerning future results and events. Forward-looking statements relating to such matters as our financial condition and operations are based on our management's current intent, belief or expectations regarding us or our industry. These forward-looking statements are not guarantees of future performance and involve risks, uncertainties and assumptions that are difficult to predict. In addition, some forward-looking statements are based upon assumptions as to future events that may not prove to be accurate. Therefore, actual outcomes and results may differ materially from what is expected or forecasted in such forward-looking statements. We undertake no obligation to update publicly any forward-looking statement for any reason, even if new information becomes available or other events occur in the future. Certain factors, including but not limited to, general economic conditions, industry trends, the loss of key suppliers or customers, the loss of strategic product shipping relationships, customer demand, product availability, competition (including pricing and availability), risks inherent in acquiring, integrating and operating new businesses, concentrations of credit risk, distribution efficiencies, capacity constraints, technological difficulties, exchange rate fluctuations, and the regulatory and trade environment (both domestic and foreign) could cause our actual results to differ materially from the anticipated results or other expectations expressed in our forward looking statements. There may be additional risks that we do not currently view as material or that are not presently known. A description of these factors, as well as other factors which could affect the Daisytek business, is set forth in Daisytek's 10-K for the fiscal year ended March 31, 2000. 3 -----END PRIVACY-ENHANCED MESSAGE-----