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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) July 27, 1999
Insight Enterprises, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-2 5 0 9 2 86-0766246
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
6820 South Harl Avenue, Tempe, Arizona
(Address of principal executive offices)
85283
(Zip Code)
Registrant's telephone number, including area code (602) 902-1001
Not Applicable
(Former name or Former Address, if Changed Since Last Report)
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Item 5. Other Events.
On May 10, 1999, Insight Enterprises, Inc., a Delaware corporation
("Insight"), and Action Computer Supplies Holdings PLC, a company registered in
England ("Action"), agreed to the terms of the proposed acquisition of all the
issued share capital of Action by Insight (the "Merger") by means of a scheme of
arrangement under Section 425 of the Companies Act of 1985, a United Kingdom
statutory procedure. Pursuant to the terms of the Original Merger Agreement,
dated May 10, 1999, by and between Insight and Action (the "Original Merger
Agreement"), holders of Action common stock were to receive 0.16 shares of
Insight common stock for each share of Action common stock. On July 27, 1999,
the Original Merger Agreement was revised by Insight and Action (the
"Supplemental Merger Agreement" and, together with the Original Merger
Agreement, the "Merger Agreement"). Under the Supplemental Merger Agreement,
holders of Action common stock will now receive 0.12 shares of Insight common
stock for each share of Action common stock. The reduction was agreed to between
Insight and Action as a result of weaker operating results recently experienced
by Action.
The Merger is expected to close in October of 1999 contingent upon the
fulfillment of certain conditions regarding the Merger including, but not
limited to, approval of the Merger by both the shareholders of Action and the
High Court of Justice in England and Wales and approval of the issuance of
common stock pursuant to the Merger Agreement by the stockholders of Insight.
The Merger will be accounted for as a pooling of interests.
Item 7. Financial Statements and Exhibits.
Exhibit Number
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2.1 Supplemental Merger Agreement, dated July 27, 1999, by and
between Insight Enterprises, Inc. and Action Computer Supplies
Holdings PLC
99.1 July 27, 1999 United States press release
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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.
INSIGHT ENTERPRISES, INC.
(Registrant)
Date: August 12, 1999 By: /s/ ERIC J. CROWN
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Eric J. Crown
Chief Executive Officer
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EXHIBIT INDEX
Exhibit No. Description
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2.1 Supplemental Merger Agreement, dated July 27, 1999, by and
between Insight Enterprises, Inc. and Action Computer Supplies
Holdings PLC
99.1 July 27, 1999 United States press release