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): November 18, 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 3 - Securities and Trading Markets
Item 3.01 Notice of Delisting or Failure to Satisfy a Continued Listing Rule or
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Standard; Transfer of Listing
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On November 23, 2005, the Company received a Nasdaq Staff Determination notice
from the Nasdaq Listing Qualifications Department that the Company is not in
compliance with the continued listing requirements of NASD Marketplace Rule
4310(c)(14), and that its securities are, therefore, subject to delisting from
The Nasdaq National Market. The Company did not file its Form 10-Q for the
quarter ended October 5, 2005 within the 5-day extension period provided by its
Notification of Late Filing on Form 12b-25 filed on November 14, 2005. The
Company intends to request a hearing before a Nasdaq Listing Qualifications
Panel to review the Staff Determination. There can be no assurance that the
Panel will grant the Company's request for continued listing. Pomeroy's delay
in filing its Form 10-Q is the only listing deficiency cited in the notice. As
of the opening of business on November 28, 2005, an "E" will be appended to
Pomeroy's trading symbol, "PMRY," to reflect its noncompliance with Rule
4310(c)(14).
Section 5 -- Corporate Governance and Management
Item 5.02-Departure of Directors or Principal Officers; Election of Directors;
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Appointment of Principal Officers
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On November 18, 2005, Michael E. Rohrkemper, a Director and Chief Financial
Officer, Treasurer and Secretary of Pomeroy IT Solutions, Inc. resigned for
personal reasons, effective November 18, 2005. Mr. Rohrkemper has agreed to
continue for a period of ninety days as a consultant to the Company.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
99.1 Press release dated November 25, 2005 announcing the resignation of
Michael E. Rohrkemper, Chief Financial Officer of the Company, and
Nasdaq Noncompliance Notification.
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: November 25, 2005 By: /s/ Stephen E. Pomeroy
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Stephen E. Pomeroy, Chief Executive Officer,
President & Chief Operating Officer