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): May 22, 2007
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))
ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS;
APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
Effective May 22, 2007, pursuant to his Employment Agreement, the Company
approved a pay plan for fiscal 2007 for Kevin Gregory, Senior Vice President and
Chief Financial Officer. The pay plan provides for an increase in annual base
salary to $310,000. The pay plan also provides for awards of restricted shares
of common stock as follows: 11,500 shares granted upon approval of the pay
plan; 11,500 shares upon the first anniversary of the pay plan; and 11,500
shares upon the second anniversary of the pay plan. All awards of restricted
shares are subject to a three year vesting schedule and are also subject to any
other conditions contained in the Company's 2002 Amended and Restated Stock
Incentive Plan and the related award agreement.
Mr. Gregory's pay plan approved for 2007 includes a cash retention bonus of
$45,000, which is subject to pro-rated reimbursement if Mr. Gregory leaves the
Company or is terminated for cause within the initial three year term of the pay
plan. Mr. Gregory's pay plan includes quarterly cash bonuses of up to $50,000,
and an annual cash bonus potential of up to $100,000 and options to acquire up
to 45,000 shares of common stock in the event the Company meets certain
performance-related criteria during fiscal year 2007. The stock options are
subject to a three year vesting schedule. In addition, if the second of the
three benchmarks of the year-end Company performance target is reached, the base
salary for Mr. Gregory for fiscal year 2008 shall be increased to $325,000.
In the event Mr. Gregory's employment is terminated without cause, he will be
entitled to receive twelve months severance pay, and all deferred compensation,
stock options, and restricted share grants will vest immediately.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.
(D) EXHIBITS.
10(iii)(o)(2) 2007 Compensation Plan of Kevin Gregory, dated May 22, 2007.
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: May 29, 2007 By: /s/ Kevin G. Gregory
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Kevin G. Gregory, Senior Vice President
and Chief Financial Officer