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): March 26, 2018
PC Connection, Inc. |
(Exact name of registrant as specified in charter) |
Delaware |
0-23827 |
02-0513618 |
(State or other juris- diction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
Rt. 101A, 730 Milford Road Merrimack, NH |
03054 |
(Address of principal executive offices) |
(Zip Code) |
Registrant’s
telephone number, including area code: (603) 683-2000
N/A |
(Former name or former address, if changed since last report) |
⃞
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))
Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).
Emerging growth company ⃞
If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ⃞
Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On March 28, 2018, PC Connection, Inc. a Delaware corporation (the “Company”) appointed Stephen P. Sarno, Senior Vice President, Treasurer, and Chief Financial Officer of the Company, effective immediately. Mr. Sarno, age 51, will replace the Company’s Interim Chief Financial Officer and Treasurer G. William Schulze, who will continue with the Company as Vice President and Corporate Controller. Mr. Schulze resigned as Interim Chief Financial Officer and Treasurer on March 28, 2018. Prior to joining the Company, Mr. Sarno served as Chief Financial Officer of Wyless, Inc., a privately held international provider of wireless data communication services from 2015 through its sale in 2016, and from 2012 to 2015, he served as Chief Accounting Officer of Exa Corporation, a global developer and distributor of computer-aided engineering software. Previously he has served as Chief Accounting Officer of several other public companies including Sapient Corporation, a global services firm, and was a Senior Manager for 10 years at PricewaterhouseCoopers.
Mr. Sarno’s annual base salary will be $375,000, and he will be eligible to participate in the Company’s Executive Bonus Plan at a basic rate of 100% of base salary but subject to performance-based acceleration tables. Additionally, Mr. Sarno will be granted 20,000 restricted stock units (“RSUs”) entitling him to receive an equal number of shares of the Company’s common stock, such RSUs to vest at a rate of 25% per year, beginning with the first anniversary of the date of his employment.
Pursuant to the terms of his employment agreement, in the event Mr. Sarno’s employment is terminated for any reason other than death, disability, or cause, he is entitled to receive severance payments in an amount equal to his base salary at the rate in effect on the date of termination (the “Termination Date”) for a period of (i) twelve months or (ii) until such time as he secures other employment, whichever is shorter.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
99.1 Press Release issued by PC Connection, Inc. on March 29, 2018.
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.
Date: |
March 29, 2018 |
PC CONNECTION, INC. |
|
|
|||
|
|
By: |
/s/ Timothy McGrath |
Timothy McGrath |
|||
President and |
|||
Chief Executive Officer |
Exhibit 99.1
Stephen P. Sarno Joins Connection as CFO
MERRIMACK, N.H.--(BUSINESS WIRE)--March 29, 2018--Connection (PC Connection, Inc.; NASDAQ: CNXN), a leading technology solutions provider to business, government, and education markets, announced today that Stephen P. Sarno has joined the Company as Senior Vice President, Chief Financial Officer, and Treasurer reporting to Timothy McGrath, President and Chief Executive Officer.
Mr. Sarno’s appointment was effective on March 28, 2018. Prior to joining Connection, Mr. Sarno served as Chief Financial Officer of Wyless, Inc., a privately held international provider of wireless data communication services. Previously he has served as Chief Accounting Officer of several other public companies including Sapient Corporation, a global services firm, and Exa Corporation, a global developer and distributor of computer-aided engineering software and was a Senior Manager for 10 years at PricewaterhouseCoopers. He has a wide range of accounting, finance, and reporting skills, substantial public and private company experience and is a CPA in the Commonwealth of Massachusetts.
“We are excited to have Steve join our team,” said Mr. McGrath. “His impressive track record in technology and his senior financial management experience will be an asset to the Company and a welcome addition to our team.”
About Connection
PC Connection, Inc. and its subsidiaries, dba Connection, (www.connection.com; NASDAQ: CNXN) is a Fortune 1000 company headquartered in Merrimack, NH. With offices throughout the United States, Connection delivers custom-configured computer systems overnight from its ISO 9001:2008 certified technical configuration lab at its distribution center in Wilmington, OH. In addition, the Company has over 2,500 technical certifications to ensure it can solve the most complex issues of its customers. Connection also services international customers through its GlobalServe subsidiary, a global IT procurement and service management company. Investors and media can find more information about Connection at http://ir.pcconnection.com.
Connection–Business Solutions (800-800-5555), (the original business of PC Connection) operating through our PC Connection Sales Corp. subsidiary, is a rapid-response provider of IT products and services serving primarily the small- and medium-sized business sector. It offers more than 300,000 brand-name products through its staff of technically trained sales account managers, publications, and its website at www.connection.com.
Connection–Public Sector Solutions (800-800-0019), operating through our GovConnection, Inc. subsidiary, is a rapid-response provider of IT products and services to federal, state, and local government agencies and educational institutions through specialized account managers, publications, and online at www.connection.com/publicsector.
Connection–Enterprise Solutions (561-237-3300), www.connection.com/enterprise, operating through our MoreDirect, Inc. subsidiary, provides corporate technology buyers with best-in-class IT solutions, in-depth IT supply-chain expertise, and access to over 300,000 products and 1,600 vendors through TRAXX™, a proprietary cloud-based eProcurement system. The team’s engineers, software licensing specialists, and project managers help reduce the cost and complexity of buying hardware, software, and services throughout the entire IT lifecycle.
cnxn-g
###
CONTACT:
PC Connection, Inc.
Corporate Communications Contact:
Lynn
MacKenzie, 603-683-2278
lynn.mackenzie@connection.com
or
Investor
Relations Contact:
William Schulze, 603-683-2262
Vice
President of Finance
william.schulze@connection.com