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 2, 2005 (August 1, 2005)
PC CONNECTION, INC.
(Exact Name of Registrant as Specified in Charter)
| Delaware | 0-23827 | 02-0513618 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) | (IRS Employer Identification No.) |
| 730 Milford Road Merrimack, New Hampshire |
03054 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code: 603-683-2000
(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 8.01. Other Events.
Effective August 1, 2005, PC Connection, Inc., a Delaware corporation (the “Company”), promoted Peter Cannone III to the position of Senior Vice President of Sales for the Company. Prior to his promotion, Mr. Cannone, age 39, served as President, PC Sales Corporation, a subsidiary of the Company, from 2004 to 2005 and as Vice President, Sales, for PC Sales Corporation from 2003 to 2004. Mr. Cannone was President, Asian Atlantic Industries, Inc. (AAI) from 2002 to 2003. Mr. Cannone was Senior Vice President, Sales, for PC Sales Corporation from 2001 to 2002 and Vice President, Server/Netcom, for PC Sales Corporation from 1999 to 2001.
Pursuant to the terms of his existing compensation arrangement with PC Sales Corporation, Mr. Cannone’s base salary is $300,000 and he is eligible for an annual bonus of up to $200,000 in the discretion of the Chief Executive Officer of the Company.
In the event Mr. Cannone is terminated for any reason other than cause, death, disability or change of control, he is entitled to receive severance in an amount equal to his base salary level for the earlier of six months or until he obtains subsequent employment. In the event of a change of control, and Mr. Cannone’s position is eliminated or he is not offered a comparable position, he is entitled to receive severance in an amount equal to his base salary level for the earlier of twelve months or until he obtains subsequent employment.
“Cause” is defined as, without limitation, failure to comply with rules, standards, or procedures promulgated by the Company, neglect of, or substandard performance of assigned responsibilities, breach of the terms of the covenant not to compete and disclose confidential information, falsification of records or documentation of the Company or any act of dishonesty or moral turpitude. For the avoidance of doubt, a reorganization or modification of Mr. Cannone’s duties does not constitute termination.
“Change of control” is defined as a change in the ownership of more than 50% of the Company’s common stock then outstanding.
Item 9.01. Financial Statements and Exhibits.
| (c) | Exhibits |
See Exhibit Index attached hereto.
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 Connection, Inc. | ||||
| Date: August 2, 2005 |
By: |
/s/ JACK FERGUSON | ||
| Jack Ferguson Treasurer and Interim Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit Number |
Description | |
| 99.1 | Press release issued by PC Connection, Inc. on August 1, 2005. |
Exhibit 99.1
News from PC Connection, Inc.
730 Milford Road, Merrimack, NH 03054 * 603-683-2278 * www.pcconnection.com
| For more |
Karin Bakis | |||
| information |
Public Relations Director | |||
| contact: |
(603) 683-2308 | For Immediate Release |
PETER CANNONE PROMOTED TO SENIOR VICE PRESIDENT OF SALES
FOR PC CONNECTION, INC.
Timothy McGrath Joins Company as
President of PC Connection Sales Corporation Subsidiary
MERRIMACK, N.H., August 1, 2005 — PC Connection, Inc. (NASDAQ: PCCC), a leading direct marketer of information technology products and solutions, today announced Peter Cannone has been promoted to Senior Vice President of Sales, reporting to Patricia Gallup, Chairman and Chief Executive Officer. Cannone will oversee the Company’s three sales subsidiaries––PC Connection Sales Corporation headquartered in NH, MoreDirect, Inc. headquartered in FL, and GovConnection, Inc. headquartered in MD. Also announced today, Timothy McGrath has joined the Company and will succeed Cannone as President of PC Connection Sales Corporation.
Gallup stated, “Both Peter and Tim are experienced and skilled managers who bring a great deal of talent and commitment to our team. Their enthusiasm and expertise will help PC Connection continue advancing as a leading IT solutions provider.”
Cannone originally joined PC Connection, Inc. in 1999, and has since held several positions of increasing responsibility with the Company. For the past year, he has served as President of the Company’s largest subsidiary, PC Connection Sales Corporation, the subsidiary serving the small- and medium-sized market place as well as consumer sales. Prior to joining PC Connection, Cannone served as Divisional Vice President of the Value Added Reseller Channel for Merisel, Inc. where he managed the company’s billion-dollar national selling organization. Before working at Merisel, Cannone served as Senior Vice President of Sales for the U.S. operation of MicroWarehouse. He holds a Bachelor of Arts degree in Economics from the University of Massachusetts and an MBA from Rensselaer Polytechnic Institute.
Before McGrath joined PC Connection, he was employed by Insight North America as Executive Vice President of Sales. At Insight, his responsibilities included overall operational accountability for their North American business sales division, including planning and directing all aspects of sales, marketing, and account and division development. Prior to Insight, McGrath was President of Comark and was responsible for the direction of all international and domestic sales and marketing efforts. He holds a Bachelor of Science degree in Business Administration from New Hampshire College and an MBA from Babson College.
About PC Connection, Inc.
PC Connection, Inc., a Fortune 1000 company, operates through three sales subsidiaries, PC Connection Sales Corporation of Merrimack, NH, GovConnection, Inc. of Rockville, MD, and MoreDirect, Inc. of Boca Raton, FL. PC Connection Sales Corporation is a rapid-response provider of information technology (IT) products and solutions offering more than 100,000 brand-name products to businesses through its staff of technically trained outbound sales account managers and catalog telesales representatives, its comprehensive web sites at www.pcconnection.com and www.macconnection.com, and its catalogs PC Connection (1-800-800-5555) and MacConnection (1-800-800-2222). GovConnection, Inc. is a rapid-response provider of IT products and solutions, offering more than 100,000 brand-name products to federal, state and local government agencies, and educational institutions (1-800-800-0019). MoreDirect, Inc. provides corporate technology buyers with a comprehensive web-based e-procurement solution and in-depth IT supply-chain expertise, serving as a one-stop source by aggregating more than 300,000 products from the inventories of leading IT wholesale distributors and manufacturers. All three subsidiaries can deliver custom-configured computer systems overnight.