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 28, 2006
POMEROY IT SOLUTIONS, INC.
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(Exact name of registrant as specified in its charter)
Delaware 0-20022 1-1227808
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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 February 28, 2006, the Company received a decision letter from Nasdaq
informing the Company that the Nasdaq Listing Qualifications Hearings Panel (the
"Panel") determined to grant the Company's request for continued listing on The
Nasdaq National Market provided that the Company files its quarterly report on
Form 10-Q for the period ended October 5, 2005 (the "Third Quarter Form 10-Q"),
and all required restatements, by March 31, 2006. In order to fully comply with
the terms of this exception, the Company must provide prompt notification to the
Panel of any significant events that occur during the exception period and
demonstrate compliance with all requirements for continued listing on The Nasdaq
National Market. The Company can provide no assurances that it will be able to
satisfy the terms of the Panel's decision. If the Company fails to satisfy the
terms, its securities may be delisted.
The Company previously disclosed that on November 23, 2005, it received a Nasdaq
Staff Determination notice from the Nasdaq Listing Qualifications Department
that the Company was not in compliance with the continued listing requirements
of NASD Marketplace Rule 4310(c)(14). The Company requested a hearing before
the Panel to review the Staff Determination, which was held on December 22,
2005. As a result of that hearing, on January 30, 2006, the Company received a
decision letter from Nasdaq informing the Company that the Panel determined to
grant the Company's request for continued listing on The Nasdaq National Market
provided that the Company filed the Third Quarter Form 10-Q and all required
restatements, by February 28, 2006. On February 17, 2006, in accordance with
the Company's Plan submitted to the Panel, the Company notified the Panel that
Pomeroy's Audit Committee had concluded that the financial statements for the
Company's quarters ended April 5, 2005 and July 5, 2005 should be restated and
requested that the Panel grant an additional extension of time to file the Third
Quarter Form 10-Q and restatements. Pomeroy filed a current report on Form 8-K
on February 23, 2006 reporting the conclusion of the Audit Committee that the
financial statements for the Company's quarters ended April 5, 2005 and July 5,
2005 should be restated because the Company had completed a comprehensive review
of its services revenue and costs for fiscal 2005 and the review revealed
situations where IT systems and processes generated incorrect cut-offs for
services revenue and expenses. As a result, the timing of services revenue and
expense recognition was not accurate in all circumstances. The Form 8-K also
reported that the Company is reviewing its findings with its independent
accountant and is in the process of preparing amended quarterly filings for the
first and second quarters of fiscal 2005 along with the Third Quarter Form 10-Q.
Section 8 -- Other Events
Item 8.01 Other Events.
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On March 1, 2006, Pomeroy IT Solutions, Inc. (NASDAQ:PMRYE) announced that
the Nasdaq Listing Qualifications Hearings Panel had granted an additional
extension of time to file Pomeroy's Third Quarter Form 10-Q and all required
restatements until March 31, 2006.
Section 9 - Financial Statements and Exhibits
Item 9.01 Financial Statements and Exhibits.
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(d) Exhibits
99.1 Press release dated March 1, 2006 announcing that on February 28, 2006
the Company received a decision letter from the Nasdaq Listing
Qualifications Hearings Panel granting the Company's request for
continued listing on The Nasdaq National Market provided that the
Company files its quarterly report on Form 10-Q for the period ended
October 5, 2005, and all required restatements, by March 31, 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: March 1, 2006 By: /s/ Stephen E. Pomeroy
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Stephen E. Pomeroy, Chief Executive Officer,
President & Chief Operating Officer