8-K 1 v140987_8k.htm


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):  February 19, 2009

POMEROY IT SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)

Delaware
 
0-20022
 
31-1227808
(State or other jurisdiction
 
(Commission
 
(IRS Employer
of incorporation)
 
File Number)
 
Identification No.)

1020 Petersburg Road, Hebron, KY 41048
(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (859) 586-0600

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:
     
 
r 
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
     
 



 
 

 

Section 8 – Other Events

Item 8.01 Other Events.

On February 20, 2009, the Company announced that its Board of Directors has received a letter from David B. Pomeroy, II, a director of the Company and its largest stockholder, proposing to acquire all of the outstanding common stock of the Company not owned by him for a price of $4.50 per share.   Mr. Pomeroy’s non-binding indication of interest also identified GE Commercial Distribution Finance Corporation (“GECDF”), the sole lender under the Company’s existing Amended and Restated Credit Facilities Agreement, as the source of his acquisition debt financing commitment.  The press release is included as Exhibit 99.1 to this report and incorporated by reference in its entirety into this Item 8.01.
 
Section 9. – Financial Statements and Exhibits

Item 9.01 Financial statements and Exhibits

(d)
Exhibits

Press release, dated February 20, 2009.

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.

  POMEROY IT SOLUTIONS, INC.
   
Date:   February 20, 2009
By:  /s/ Christopher C. Froman
 
Christopher C. Froman, President and Chief
Executive Officer