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 28, 2005
POMEROY IT SOLUTIONS, INC.
--------------------------
(Exact name of registrant as specified in its charter)
Delaware 0-20022 31-1227808
- -------- ------- ----------
(State or other jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
1020 Petersburg Road, Hebron, KY 41048
--------------------------------------
(Address of principal executive offices and Zip Code)
Registrant's telephone number, including area code (859) 586-0600
--------------
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 5. -- Corporate Governance and Management
Item 5.02 - Departure of Directors or Principal Officers; Election of Directors;
- --------------------------------------------------------------------------------
Appointment of Principal Officers
- ---------------------------------
On November 22, 2005, Kevin G. Gregory was appointed Chief Financial
Officer and Vice President of Finance and Accounting of Pomeroy IT Solutions,
Inc. (the "Company"), effective January 3, 2006. As previously reported, on
November 18, 2005, Michael H. Rohrkemper resigned as Chief Financial Officer,
Vice President of Finance, and a director of the Company. Mr. Rohrkemper will
continue to provide services to the Company as a consultant for a period of 90
days from and after his resignation.
Prior to joining the Company, Mr. Gregory, age 42, worked at ProQuest
Company, a provider of value-added information solutions to the education,
automotive and outdoor power markets, for over nine years. He served as Senior
Vice President and Chief Financial Officer of ProQuest Company since April of
2002. Prior to that, he served as Vice President, Controller and Treasurer of
ProQuest Company for two years and Vice President - Tax and Corporate Tax
Counsel of ProQuest Company for four years. Mr. Gregory is not related by
blood, marriage, or adoption to any director or executive officer of the
Company.
There are no transactions in which Mr. Gregory has an interest requiring
disclosure under Item 404(a) of Regulation S-K.
Mr. Gregory entered into a three-year Employment Agreement with the Company
on November 17, 2005 (the "Employment Agreement") to serve as the Chief
Financial Officer of the Company, effective January 3, 2006. Said Employment
Agreement shall automatically renew for successive one year renewal terms unless
either party gives notice of its/his intent not to renew the Employment
Agreement prior to the end of then current term. Mr. Gregory's compensation
under the Employment Agreement consists of a base annual salary of $300,000.00,
along with quarterly and year-end bonuses based upon the Company's performance
and attainment of certain pre-determined criteria set forth in the Employment
Agreement. Quarterly cash bonuses under the Employment Agreement may be up to
$50,000.00. Year-end bonuses under the Employment Agreement consist of a cash
component of up to $100,000.00 (50% of which vests over a 3-year period) and
options to acquire up to 45,000 shares of the Company's common stock (such
options vesting over a 3-year period). The Employment Agreement also provides
for a signing bonus consisting of options to acquire 100,000 shares of the
Company's common stock: (i) 50,000 of which are to be granted upon the effective
date of employment and are immediately vested; (ii) 25,000 of which are to be
granted upon the first anniversary of the effective date of employment and are
subject to a 3-year vesting schedule; and (iii) the remaining 25,000 of which
are to be granted upon the second anniversary of the effective date of
employment and are subject to a 3-year vesting schedule. The Employment
Agreement also provides for certain fringe benefits, including an auto
allowance, a communication allowance, a relocation allowance, a country club
membership, and certain life and disability insurance.
Section 8 -- Other Events
Item 8.01 Other Events.
- -----------------------
On November 28, 2005, Pomeroy IT Solutions, Inc. (NASDAQ:PMRY) announced
that Kevin G. Gregory was appointed Chief Financial Officer and Vice President
of Finance and Accounting of the Company, effective January 3, 2006.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
- --------------------------------------------
(c) Exhibits
10(ii)(A) Employment Agreement of Kevin G. Gregory
99.1 Press release dated November 28, 2005 announcing the appointment
of Kevin G. Gregory as Vice President of Finance and Accounting
of the Company.
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.
--------------------------
Date: November 28, 2005 By: /s/ Stephen E. Pomeroy
----------------------------------------
Stephen E. Pomeroy, Chief Executive
Officer, President & Chief Operating
Officer