SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 -------------------------- FORM 8-K CURRENT REPORT Pursuant to Section 13 or 15(d) of the Securities and Exchange Act of 1934 Date of Report: (Date of earliest event reported): June 2, 2004 I-SECTOR CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 0-21479 76-0515249 (State of Incorporation) (Commission File Number) (IRS Employer Identification No.) 6401 SOUTHWEST FREEWAY HOUSTON, TEXAS 77074 (Address of Registrant's principal executive offices) (713) 795-2000 (Registrant's telephone number, including area code) (NOT APPLICABLE) (Former name or former address, if changed since last report) ITEM 12. OTHER EVENTS On June 4, 2004, I-Sector Corporation issued the following press release announcing the exercise of the over-allotment option in connection with its recent public offering of units: HOUSTON--(BUSINESS WIRE)--June 4, 2004--I-Sector Corporation (AMEX:ISR - News) announced today that the underwriters of its recent public offering have exercised in full the over-allotment option related to the offering. An additional 75,000 Units were issued related to the exercise of the over-allotment option, and the company realized net proceeds of $1,132,950 related to the exercise of the over-allotment option. The offering is made only by means of a prospectus, a copy of which may be obtained from Paulson Investment Company, Syndicate Department, 811 SW Naito Parkway, Suite 200, Portland, Oregon 97204, phone 503-243-6000, fax 503-243-6018. A registration statement relating to these securities was filed with and has been declared effective by the Securities and Exchange Commission. This press release shall not constitute an offer to sell or the solicitation of an offer to buy nor shall there be any sale of these securities in any state in which such offer, solicitation or sale would be unlawful prior to registration or qualification under the securities laws of any such state. SAFE HARBOR STATEMENT The statements contained in this document that are not statements of historical fact, including but not limited to, statements identified by the use of terms such as "expect," "intend," "may," "will," and other variations or negative expressions of these terms, are "forward-looking statements" within the meaning of the Private Securities Litigation Reform Act of 1995 and involve a number of risks and uncertainties. The actual results of the future events described in the forward-looking statements in this document could differ materially from those stated in the forward-looking statements due to numerous factors, including factors set forth in the company's most recent Annual Report on Form 10-K for the year ended December 31, 2002, or, actions by the American Stock Exchange. Recipients of this document are cautioned to consider these risks and uncertainties and to not place undue reliance on these forward-looking statements. The company expressly disclaims any obligation or undertaking to update or revise any forward-looking statement contained herein to reflect any change in the company's expectations with regard thereto or any change in events, conditions or circumstances upon which any statement is based. ABOUT I-SECTOR CORPORATION I-Sector Corporation, headquartered in Houston, Texas (AMEX:ISR - News), owns and operates companies that are engaged in the area of information and communications technology, with a particular focus on Cisco-centric network infrastructure and IP telephony solutions. Additional information about I-Sector is available on the Internet at www.I-Sector.com. - -------------------- Contact: I-Sector Corporation James H. Long, 713-795-2000 or Investor Relations Contact: PR Financial Marketing LLC. Jim Blackman, 713-256-0369 jimblackman@prfinancialmarketing.com 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: June 4, 2004 I-SECTOR CORPORATION By: /s/ JAMES H. LONG ---------------------------------- James H. Long Chief Executive Officer, Chief Financial Officer and Chairman of the Board