8-K

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): December 31, 2014

Systemax Inc.

(Exact Name of Registrant as Specified in 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, including Zip Code)

Registrant’s telephone number, including area code: (516) 608-7000

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 obligations 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 240.14-12)

☐ 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 CRF 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On December 31, 2014, Systemax Inc. (the “Company”)  through  its Industrial Products Group (www.globalindustrial.com)entered into a stock purchase agreement (the “Purchase Agreement”) with TAKKT America Holdings Inc. to acquire all the equity interests of several companies comprising its Plant Equipment Group, a business-to-business direct marketer of maintenance, repair and operations products. The purchase price is  $25 million in cash, subject to customary working capital adjustments.

The entities comprising the Plant Equipment group are C&H Service, LLC, C&H Distributors, LLC, Industrialsupplies.com, LLC, Products for Industry, LLC, C&H Productos Industriales S. de R.L. de C.V. (Mexico) and Avenue Industrial Supply Company Limited (Canada).

The acquisition, which is expected to be funded from Systemax’s cash on hand, is anticipated to close in January 2015, subject to certain customary closing conditions. The Purchase Agreement may be terminated by either party in certain circumstances, including if the Closing has not taken place by February 3, 2015, subject to such date being extended by the parties. The parties to the Purchase Agreement have made customary representations, warranties and covenants, and agreed to customary escrow arrangements and indemnification obligations. In addition, in connection with the transaction, the parties will agree to provide certain transition services to each other following the Closing.

The Purchase Agreement contains representations, warranties and covenants made to, and solely for the benefit of, the parties thereto. The statements embodied in the representations and warranties are subject to qualifications and limitations agreed by the parties in connection with negotiating the terms of the agreement. In addition, certain representations and warranties were made as of a specified date, may be subject to a contractual standard of materiality different from those generally applicable to investors, or may have been used for the purpose of allocating risk between the parties rather than establishing matters as facts. Investors are not third party beneficiaries under the Purchase Agreement and should not rely on the representations, warranties and covenants or any descriptions thereof as characterizations of the actual state of facts or condition of the acquired business, Takkt, the Industrial Supply Group  or the Company.

A press release, issued December 31, 2014, announcing the Purchase Agreement, is attached as Exhibit 99.1 hereto and is incorporated herein by reference.

9.01. Financial Statements and Exhibits.

(d) Exhibits.

The following exhibit relating to the matters discussed in Item 1.01 shall be deemed to be furnished, and not filed:

Exhibit Number	Description
99.1	Press Release of Systemax Inc., dated December 31, 2014.

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.

	SYSTEMAX INC.
Date: January 5, 2015
	By: /s/ Eric Lerner
	Name: Eric Lerner
	Title: Senior Vice President

Exhibit Index

99.1 Press Release of Systemax Inc., dated December 31, 2014.

EX-99.1

Exhibit 99.1

Systemax’s Global Industrial Business Signs Definitive Agreement to

Acquire North American Business-to-Business MRO Supplier

PORT WASHINGTON, NY, December 31, 2014 — Systemax Inc. (NYSE:SYX) today announced that its Industrial Products Group (www.globalindustrial.com) has signed a definitive agreement to acquire the Plant Equipment Group (“PEG”), a business-to-business direct marketer of maintenance, repair and operations (“MRO”) products, from TAKKT America for $25 million in cash, subject to certain customary closing conditions. The acquisition, which will be funded from Systemax’s cash on hand, is expected to close in January 2015. PEG generated revenue of approximately $100 million in its 2013 fiscal year.

Headquartered in Milwaukee, Wisconsin, PEG goes to market serving business customers within the North American MRO market through its portfolio of well-established selling brands, including its flagship U.S. brand C&H Distributors (www.chdist.com, based in the U.S.); as well as Products For Industry (www.productsforindustry.com, based in the U.S.); IndustrialSupplies.com (based in the U.S.); Avenue Supply (www.avenuesupply.ca - based in Canada); and C&H Productos (www.chproductos.com, based in Mexico).

“We are thrilled to welcome the experienced PEG team to Global Industrial. This strategic acquisition will allow us to strengthen our presence in the Midwest, Canada and Mexico and offer PEG customers an expanded offering of products throughout North America,” said Bob Dooley, President of Global Industrial.

Richard Leeds, Chairman and Chief Executive Officer of Systemax, commented, “The North American MRO market is large and fragmented with ample opportunity for growth. This acquisition will allow us to bring additional value to our new and existing customers and build

on the success and strong growth of our Industrial Products Group.”

About Global Industrial

Global Equipment Company (d/b/a Global Industrial) (www.globalindustrial.com) is a subsidiary of Systemax Inc. Global Industrial carries over 1,000,000 industrial, material handling and business products for Fortune 1000 companies, small businesses, institutions and government agencies.

About Systemax Inc.

Systemax Inc. (www.systemax.com), a Fortune 1000 company, sells industrial and technology products through a system of branded e-Commerce websites, relationship marketers and retail stores in North America and Europe. The primary brands are Global Industrial, MISCO, Inmac Wstore and TigerDirect.

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 and margins, (b) fluctuations in economic conditions and exchange rates, including factors impacting our substantial international operations, (c) actions by competitors, (d) the continuation of key vendor relationships, (e) timely implementation of our shared services center in Hungary and transition of support operations without disruption to our existing business, and realization of the anticipated cost savings (f) the ability to maintain satisfactory loan agreements with lenders, (g) risks associated with the delivery of merchandise to customers utilizing common carriers, (h) the operation of the Company’s management information systems and risks associated with ecommerce, and (i) unanticipated legal and administrative proceedings and (j) changes in sales tax laws affecting e-commerce retailers. Please refer to “Risk Factors” and the Forward Looking Statements sections contained in the Company’s Form 10-K for a more detailed discussion of risk factors affecting our business and an explanation of the inherent limitations in such forward-looking statements.

Investor/Media Contacts:

Mike Smargiassi / Nancy Zakhary

Brainerd Communicators, Inc.

212-986-6667

smarg@braincomm.com / nancy@braincomm.com