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): April 30, 2009

______________________________

SYSTEMAX INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-13792 (Commission File Number) 11-3262067 (IRS Employer Identification No.)

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices)

(516) 608-7000

(Registrant’s telephone number, including area code)

N/A

(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:

£ 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 5.02     Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

(b) On April 28, 2009, Ann Leven, a member of the Board of Directors and Chairperson of the Audit Committee, advised the Company that she intends to retire from the Company’s Board of Directors.  Accordingly, Ms. Leven will not stand for re-election to the Company’s Board of Directors at the Company’s 2009 annual meeting of stockholders and will be resigning from the Board and its respective committees effective June 12, 2009.  The Company has determined to accept her resignation. To the knowledge of the executive officers of the Company, Ms. Leven had no disagreement with the Company on any matter related to the Company’s operations, policies or practices.

The Company intends to fill the vacancy caused by Ms. Leven’s decision not to stand for re-election.  Ms. Marie Adler-Kravecas has been nominated by the Board to serve as a member of the Board of Directors, and her election to the Board has been submitted for stockholder’s approval at the Company’s Annual Meeting to be held on June 12, 2009.

A press release regarding the retirement of Ms. Leven and nomination of Ms. Adler-Kravecas was issued by the Company on April 30, 2009, a copy of which is filed as an exhibit.

SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Company has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

       SYSTEMAX INC.

       By: /s/ Curt Rush                      

               Name: Curt Rush

               Title: General Counsel and Secretary

Date:  April 30, 2009

Exhibit Index

99.1 Press Release of Systemax Inc., dated April 30, 2009, regarding the retirement of Ms. Leven and nomination of Ms. Adler-Kravecas.

EX-99.1

Exhibit 99.1

SYSTEMAX INC. ANNOUNCES CHANGES TO ITS BOARD OF DIRECTORS

PORT WASHINGTON, NY, April 30, 2009 — Systemax Inc. (NYSE: SYX) today announced that Ann R. Leven will be retiring from her position on the Company’s Board of Directors effective June 12, 2009, the date of the Company’s annual stockholders’ meeting.  Marie Adler-Kravecas has been nominated for election to the Board of Directors effective June 12, 2009 and, if elected, will serve on the Company’s Audit, Compensation and Nominating and Governance committees.

Richard Leeds, Chairman and Chief Executive Officer of Systemax, commented "We would like to thank Ann for her eight years of dedicated service to Systemax. Her many contributions were integral to the significant growth that Systemax achieved during this period. We wish her the best in her future endeavors.”

Mr. Leeds continued, “Marie is a valuable addition to Systemax’s Board of Directors. She is an industry veteran in direct marketing, with more than 25 years of hands-on operating experience. She will be a vital resource to senior management as we continue to execute on our growth strategy across the business. We look forward to her future contributions and welcome her to the Board.”

Ms. Adler-Kravecas possesses over 25 years of direct marketing industry experience. She was most recently President and founder of Wellconnected, a consumer direct marketing company for affordable personalized gift items. Prior to that, she was at Myron Corporation, an international business-to-business direct marketing company. During the last five years of her tenure she served as President of the company and was responsible for assembling a high-performance management team which allowed Myron to successfully enter international markets in Europe, Asia and Australia. In addition, she was instrumental in opening the company’s manufacturing plants in both the UK and Shenzhen, China. Ms. Adler-Kravecas is a board member of Children’s Aid and Family Service.

About Systemax Inc.

Systemax Inc. (www.systemax.com), a Fortune 1000 company, sells personal computers, computer supplies and accessories, consumer electronics and industrial products through  branded e-commerce web sites, direct mail catalogs, relationship marketers and retail stores in North America and Europe. The primary brands are TigerDirect, CompUSA, Misco and Global Industrial. It also manufactures and sells computers and accessories under the Systemax and Ultra brands and develops and markets ProfitCenter Software, a web-based application for multichannel direct marketing companies.

Forward-Looking Statements

This press release contains forward-looking statements about the Company’s performance.  These statements are based on management’s estimates, assumptions and projections and are not guarantees of future performance.  The Company assumes no obligation to update these statements.  Actual results may differ materially from results expressed or implied in these statements as the result of risks, uncertainties and other factors including, but not limited to: (a) unanticipated variations in sales volume, (b) economic conditions and exchange rates, (c) actions by competitors, (d) the continuation of key vendor relationships, (e) the ability to maintain satisfactory loan agreements with lenders, (f) risks associated with the delivery of merchandise to customers utilizing common carriers, (g) the operation of the Company’s management information systems, and  (h) unanticipated legal and administrative proceedings.  Please refer to “Risk Factors” and the Forward Looking Statements sections contained in the Company’s Form 10-K for a more detailed explanation of the inherent limitations in such forward-looking statements.

CONTACTS:

Investors/ Media

Denise Roche / Bill Douglass

Brainerd Communicators, Inc.

212-986-6667

roche@braincomm.com

douglass@braincomm.com