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): February 13, 2006
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 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 February 13, 2006, Keith Blachowiak was appointed Senior Vice President
of Information Technology and Chief Information Officer of Pomeroy IT Solutions,
Inc. (the "Company"), effective March 1, 2006.
Since September 26, 2005, Mr. Blachowiak, age 41, has worked at Affiliated
Computer Services, Inc. ("ACS"), a provider of information technology and
business process outsourcing solutions to commercial and government clients
worldwide. He served as Vice President-IT Shared Services, Government Division
for ACS. From 1990 to 2005, he worked at Ingram Micro, Inc., a global wholesale
distributor of IT products, most recently serving as Corporate Vice President IT
Strategy and Operations (2002-2005). From 1999-2001 Mr. Blachowiak was Corporate
Vice President Global Application Development and Technology for Ingram Micro,
Inc.
Mr. Blachowiak is not related by blood, marriage, or adoption to any
director or executive officer of the Company. There are no transactions in which
Mr. Blachowiak has an interest requiring disclosure under Item 404(a) of
Regulation S-K.
Mr. Blachowiak entered into a three-year Employment Agreement with the
Company on February 13, 2006 (the "Employment Agreement") to serve as Senior
Vice President of Information Technology and Chief Information Officer of
Pomeroy IT Solutions, Inc. (the "Company"), effective March 1, 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. Blachowiak's
compensation under the Employment Agreement consists of a base annual salary of
$225,000.00, 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 $25,000.00. Year-end bonuses under the Employment Agreement consist of
a cash component of up to $75,000.00 (50% of which vests over a 3-year period)
and options to acquire up to 40,000 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 a moving
allowance, a communication allowance, an apartment rental allowance, a health
club membership, and certain life and disability insurance.
Section 8 -- Other Events
Item 8.01 Other Events.
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On February 14, 2006, Pomeroy IT Solutions, Inc. (NASDAQ:PMRYE) announced
that Keith Blachowiak was appointed Senior Vice President of Information
Technology and Chief Information Officer of Pomeroy IT Solutions, Inc. (the
"Company"), effective March 1, 2006.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(c) Exhibits
10(ii)(A) Employment Agreement of Keith Blachowiak
99.1 Press release dated February 14, 2006 announcing the appointment of Keith Blachowiak
as Senior Vice President of Information Technology and Chief Information Officer of
Pomeroy IT Solutions, Inc. (the "Company"), effective March 1, 2006.
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 14, 2006 By: /s/ Stephen E. Pomeroy
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Stephen E. Pomeroy, Chief Executive Officer,
President & Chief Operating Officer