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): August 27, 2004

PC MALL, INC.

(Exact Name of Registrant as Specified in its Charter)

Delaware	0-25790	95-4518700
(State or Other Jurisdiction of	(Commission File Number)	(I.R.S. Employer
Incorporation or Organization)		Identification No.)

2555 West 190^th Street, Suite 201

Torrance, California 90504

(Address of Principal Executive Offices) (Zip Code)

(310) 354-5600

(Registrant’s 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. below):

¨ 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 7.01 Regulation FD Disclosure

On August 27, 2004, eCOST.com, Inc., a wholly-owned subsidiary and a reporting segment of PC Mall, Inc., announced that it has priced its initial public offering of common stock. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated by reference herein.

The information in this Current Report on Form 8-K, including the exhibits attached hereto, is furnished pursuant to Item 7.01 and shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section.

Item 9.01 Financial Statements and Exhibits

(c)    Exhibits

99.1 Press Release of eCOST.com, Inc. dated August 27, 2004

2

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.

PC MALL, INC.

Date: August 27, 2004	By:	/s/ Ted Sanders
		Ted Sanders Chief Financial Officer

Index to Exhibits

Exhibit	Description
99.1	Press Release of eCOST.com, Inc. dated August 27, 2004

EX-99.1

EXHIBIT 99.1

ECOST.COM PRICES INITIAL PUBLIC OFFERING OF COMMON STOCK

TORRANCE, CA, August 27, 2004 – eCOST.com, Inc. (Nasdaq: ECST), a wholly-owned subsidiary of PC Mall, Inc. (Nasdaq: MALL), today announced that it has priced its public offering of 3,465,000 shares of its common stock at $5.80 per share, a reduction from the range of $9.00 to $11.00 per share shown in the Company’s preliminary prospectus, with estimated net proceeds to the Company of $15.8 million, after deducting underwriting discounts and estimated offering expenses. The shares are being offered by the Company pursuant to a registration statement that was declared effective by the Securities and Exchange Commission today.

The common stock has been approved for listing on the Nasdaq National Market under the symbol “ECST,” subject to substantially meeting its quantitative listing requirements, including a market value of publicly held shares of at least $20 million (excluding the value of any shares of our common stock held by our officers, directors and 10% or greater stockholders) and a minimum bid price of $5.00 per share. Nasdaq has preliminarily indicated that both of these requirements will be satisfied if the closing bid price on the first day of trading is equal to or greater than the initial public offering price. At the initial public offering price of $5.80 per share, the market value of the Company’s publicly held shares (excluding any shares purchased by one of the Company’s officers in the offering) would be $20,010,000. If Nasdaq determines that its initial listing standards are not met, the offering will not be consummated.

The offering is being underwritten by a syndicate managed by William Blair & Company, L.L.C, ThinkEquity Partners LLC and Merriman Curhan Ford & Co. The offering of common stock is made only by means of a prospectus. Copies of the prospectus may be obtained from William Blair & Company, L.L.C., 222 West Adams Street, Chicago, Illinois 60606, Attention: Prospectus Department.

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A registration statement relating to these securities has been filed with the Securities and Exchange Commission and has been declared effective. This press release shall not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sales of these securities in any state in which such an offer, solicitation, or sale would be unlawful prior to registration or qualification under the securities laws of any such state.