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): January 27, 2005
POMEROY IT SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20022 31-1227808
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(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1020 Petersburg Road, Hebron, KY 41048
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(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (859) 586-0600
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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:
[ ] 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))
Section 2 - Financial Information
Item 2.02. Results of Operations and Financial Condition.
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On February 9, 2005, Pomeroy IT Solutions, Inc. issued a press release
announcing financial results for the fourth quarter and twelve months ended
January 5, 2005. A copy of this press release is attached hereto as Exhibit
99.1. Certain information in this press release was discussed by Stephen
Pomeroy, Chief Executive Officer and President and Michael Rohrkemper, Chief
Financial Officer and Chief Accounting Officer in our fourth quarter conference
call that was conducted following the public issuance of the press release.
Section 8 - Other Events
Item 8.01 Other Events
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On January 27, 2005, Pomeroy Select Integration Solutions, Inc. ("PSIS"), a
wholly-owned subsidiary of Pomeroy IT Solutions, Inc., received notification
from the Kentucky Economic Development Finance Authority ("KEDFA") that PSIS was
preliminarily designated as an approved company for tax credit incentives under
Kentucky's Jobs Development Act program. In addition, and as required by state
law, the economic development project induced by these credits was preliminarily
approved by KEDFA.
The proposed project consists of a 70,000 square foot expansion of the
Company's facilities in Hebron, Kentucky. As a result of the project, PSIS is
expected to create 213 new jobs, 160 of which must be new, full-time
Commonwealth of Kentucky jobs in order to receive the contemplated tax
incentives. Total approved costs for the project are approximately $3.0
million.
Kentucky law requires KEDFA to hold at least one public hearing to solicit
public comments regarding the approved project following the preliminary
approval of the project. Within twelve months after preliminary approval of
the project and after the public hearing described above, final resolutions
regarding the project will be presented to KEDFA for final approval. Prior to
final approval, PSIS and KEDFA must finalize and execute a Service and
Technology Agreement containing provisions implementing the tax credit
incentives.
Kentucky law also requires that the local portion of the project tax credit
incentives be approved by the Boone County, Kentucky local government. PSIS
will need to provide KEDFA with a copy of the official Boone County ordinance
approving the local portion of the project tax credit incentives before
receiving final approval of the tax credit incentives from KEDFA.
PSIS is in the process of providing KEDFA with the documentation necessary
to receive final approval of the tax credit incentives; however, there are no
guarantees that PSIS will receive final approval of the tax credit incentives
from KEDFA.
Cautionary Statement Concerning Forward-Looking Statements
This Current Report on Form 8-K contains uncertainties and other factors, which
constitute "forward-looking statements" for purposes of the Securities Act of
1933 and the Securities and Exchange Act of 1934, as amended. As such, these
uncertainties and other factors may cause actual results to be materially
different from those projected or anticipated. These uncertainties and other
factors are based on information available to PSIS as of the date hereof and
PSIS disclaims any intention or obligation to update any such forward-looking
statements. Factors related to PSIS receiving final approval from KEDFA to
differ materially from current expectations include, but are not limited to,
adverse conditions in the financial markets relevant to the proposed project,
the ability to attract and retain Commonwealth of Kentucky employees, opposition
expressed during the public hearing, and/or the inability to receive local
support or the approval of the local portion of the project tax incentives from
Boone County, Kentucky.
Section 9 - Financial Statements and Exhibits
Item 9.01 (c) Exhibits
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99.1 Press Release, dated February 9, 2005, announcing financial results for
the fourth quarter and twelve months ended January 5, 2005.
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.
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Date: February 15, 2005 By: /s/ Michael E. Rohrkemper
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Michael E. Rohrkemper, Chief Financial Officer
and Chief Accounting Officer