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): April 1, 2015
PCM, Inc.
(Exact name of registrant as specified in its charter)
Delaware |
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000-25790 (Commission File Number) |
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95-4518700 (IRS Employer Identification No.) |
1940 E. Mariposa Ave.
El Segundo, California 90245
(Address of principal executive offices)(zip code)
(310) 354-5600
(Registrants telephone number, including area code)
(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 (see General Instruction A.2.):
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 1.01 Entry Into a Material Definitive Agreement.
Item 2.01 Completion of Acquisition or Disposition of Assets.
Item 2.03 Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant.
On April 1, 2015, PCM, Inc. completed its acquisition of certain assets of En Pointe Technologies Sales, Inc. (En Pointe). PCM announced on March 16, 2015 that it had entered into an agreement to acquire the assets of En Pointes IT solutions provider business, excluding current tangible assets, such as accounts receivable and inventory. Under the terms of the agreement, PCM paid an initial purchase price of $15 million in cash and will pay certain future contingent earn-out consideration, including 22.5% of the future adjusted gross profit of the business and 10% of certain service revenues over the next three years. The assets were acquired by an indirect wholly-owned subsidiary of PCM, which subsidiary now operates under the En Pointe brand.
A copy of the press release issued by PCM on April 1, 2015 regarding the transaction is furnished as Exhibit 99.1 hereto.
Item 9.01 Financial Statements and Exhibits.
(a) |
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Financial statements of businesses acquired. |
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The information described in Item 9.01 (a) will be filed by amendment as soon as practicable prior to June 15, 2015. |
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(b) |
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Pro forma financial information. |
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The information described in Item 9.01(b) will be filed by amendment as soon as practicable prior to June 15, 2015. |
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(d) |
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Exhibits. |
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99.1 |
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Press release of PCM, Inc., dated April 1, 2015. |
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.
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PCM, INC. | |
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By: |
/s/ Brandon H. LaVerne |
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Name: |
Brandon H. LaVerne |
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Title: |
Chief Financial Officer |
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Dated: April 7, 2015 |
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EXHIBIT 99.1
PCM Completes Acquisition of Assets of En Pointe Technologies Sales, Inc.
El Segundo, CaliforniaApril 1, 2015PCM, Inc. (NASDAQ:PCMI) today announced that it has completed its acquisition of certain assets of En Pointe Technologies Sales, Inc. (En Pointe), one of the nations largest independent IT solutions providers, headquartered in Southern California. PCM announced on March 16, 2015 that it had entered into an agreement to acquire the assets of En Pointes IT solutions provider business, excluding current tangible assets, such as accounts receivable and inventory. Under the terms of the agreement, PCM paid an initial purchase price of $15 million in cash and will pay certain contingent earn-out consideration over a three year period. The assets were acquired by an indirect wholly-owned subsidiary of PCM, which subsidiary now operates under the En Pointe brand.
En Pointe, which is headquartered in Gardena, California, specializes in Microsoft-centric IT environments, offering hardware, software licensing and services. As one of the largest Systems Integrators and Licensing Solutions Providers in the United States, En Pointe assists customers in architecting, acquiring, and implementing integrated IT solutions anchored to the Microsoft ecosystem. En Pointe has served a broad range of customers in its 22 year history, including small, mid-market and enterprise commercial clients, as well as state and local government, education and non-profit organizations in the United States. En Pointe maintains Cisco Gold, Google Premier, HP Platinum, Lenovo Premier, Microsoft LSP, NetApp Platinum, Symantec Platinum and VMWare Platinum certifications, among many others.
En Pointe is the largest acquisition by PCM to date based on revenues, and is expected to significantly enhance PCMs relationships with several key vendor partners, provide incremental advanced technical certifications and operational expertise in key practice areas, and bring the consolidated business significantly increased scale. The acquisition is consistent with PCMs commitment to grow its business in the areas of software and advanced technology solutions.
About PCM, Inc.
PCM, Inc., through its wholly-owned subsidiaries, is a leading technology solutions provider to small and medium sized businesses, mid-market and enterprise customers, government and educational institutions and individual consumers. In the 12 months ended December 31, 2014, we generated approximately $1.4 billion in revenue and now have approximately 2,700 employees, 64% of which are in sales or service positions. For more information please visit investor.pcm.com or call (310) 354-5600.
About En Pointe Technologies Sales, Inc.
Driving innovation for over 20 years in the IT channel, En Pointe Technologies Sales helps customers stay ahead by delivering technology to power the modern office and data center. As one of the largest national solution providers, customers leverage En Pointe for designing, acquiring, deploying, and supporting technology across their organization. For more information, visit: www.enpointe.com, or follow @EnPointeTech and www.linkedin.com/company/en-pointe-technologies.
Forward-looking Statements
This press release contains forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such statements include the statements regarding the impact or benefits of the prospective acquisition of assets of En Pointe Technologies Sales, Inc. on our customers, partners and employees, the opportunities to leverage our services capabilities as a result of the acquisition, our expectations of increased certifications and operational capabilities the acquisition is expected to bring to us and the impacts of the acquisition on our future results of operations. Our statements regarding our expectations, hopes or intentions regarding the future are forward-looking statements which involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. There can be no assurance that we will receive any increase in sales or profits, increased opportunities to leverage our service capabilities, benefits to our customers, partners or employees or increased certifications or operational capabilities. Factors that could cause actual results to differ are discussed under the heading Risk Factors in Item 1A, Part I of our Form 10-K for the year ended December 31, 2014, on file with the Securities and Exchange Commission, and in our other reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statements.
Contact:
Budd Zuckerman
Genesis Select Corporation
(303) 415-0200