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): July 3, 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))
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SECTION 1. -REGISTRANT'S BUSINESS AND OPERATIONS
Item 1.02 Termination of a Material Definitive Agreement.
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As further described in Item 5.02 below, Stephen E. Pomeroy's employment with
our company was terminated on July 3, 2007. Pursuant to his employment
agreement, Stephen Pomeroy is entitled to receive his base salary, at the
current rate, as well as all other unpaid amounts that are owed to him,
including amounts under our compensation plans and programs, certain business
expense reimbursements and certain life insurance payments, through July 20,
2007.
In connection with his termination of employment, Stephen Pomeroy will forfeit
restricted stock grants of 99,000 shares of common stock in our company.
The foregoing discussion is qualified in its entirety by reference to Stephen
Pomeroy's employment agreement with us, which agreement, as amended, is filed as
Exhibits 99.1, 99.2, 99.3 and 99.4 to this report and incorporated herein by
reference.
Stephen Pomeroy is the son of David B. Pomeroy II, the founder of our company's
predecessor businesses and a director, Chairman of the Board, and a significant
stockholder of our company.
SECTION 5. - CORPORATE GOVERNANCE AND MANAGEMENT
Item 5.02 Departure of Directors or Certain Officers; Election of Directors;
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Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
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(b) On July 3, 2007, following a review by independent counsel, the board of
directors of our company terminated Stephen E. Pomeroy as our President and
Chief Executive Officer and terminated Stephen Pomeroy's employment in
accordance with the terms of his employment agreement. The terminations were
due to certain conduct and actions of Mr. Pomeroy none of which involved any
financial impropriety or illegal actions.
Stephen Pomeroy continues to serve as a director of our company; however, our
board of directors has voted to withdraw the nomination of Stephen Pomeroy to
stand for election as a director nominee at our 2007 Annual Meeting of
Stockholders. We intend to reschedule our 2007 Annual Meeting of Stockholders
and to resolicit proxies from stockholders with an appropriate supplement to our
definitive proxy statement.
On July 3, 2007, our board of directors appointed Kevin G. Gregory, 44, as our
President and Chief Executive Officer for an interim period, with a term
commencing on July 3, 2007. Mr. Gregory presently serves as, and will continue
to serve as, our Chief Financial Officer. There are no family relationships
between Mr. Gregory and any of our directors, executive officers or nominees to
become a director or executive officer. Please read Items 10 and 11 of our
annual report on Form 10-K/A filed with the Securities and Exchange Commission
on May 9, 2007 (which disclosure is incorporated herein by reference) and Item
502 of our current report on Form 8-K filed with the Securities and Exchange
Commission on May 29, 2007 (which disclosure is incorporated herein by
reference) for information regarding Mr. Gregory's business experience and
compensation. Mr. Gregory's compensation did not change in connection with his
appointment as President and Chief Executive Officer. Since the beginning of
our last fiscal year, there has been no transaction in which we participated, in
which the amount involved exceeded $120,000, and in which Mr. Gregory had a
direct or indirect material interest (excluding Mr. Gregory's compensation).
Our board of directors is commencing an executive search to choose a permanent
President and Chief Executive Officer for our company.
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SECTION 8 - OTHER EVENTS
Item 8.01 Other Events.
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On July 5, 2007, we issued a press release announcing the termination of Stephen
Pomeroy as our President and Chief Executive Officer and the appointment of Mr.
Gregory as our President and Chief Executive Officer, for an interim period. A
copy of this press release is attached as Exhibit 99.5 to this report and
incorporated herein by reference.
The information in this Item 8.01 is being furnished and shall not be deemed
"filed" for the purposes of Section 18 of the Securities Exchange Act of 1934,
as amended, or otherwise subject to the liabilities of that section.
SECTION 9. - FINANCIAL STATEMENTS AND EXHIBITS
Item 9.01 Financial statements and Exhibits
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(D) EXHIBITS
Exhibit 99.1 Amended and Restated Employment Agreement with
Stephen E.Pomeroy (incorporated by reference to Exhibit 10(iii)(j)(7) of
the Form 10-Q filed November 19, 2003).
Exhibit 99.2 First Amendment to Amended and Restated Employment
Agreement with Stephen E. Pomeroy (incorporated by reference to Exhibit
10(iii)(j)(9) of the Form 10-Q filed May 17, 2004).
Exhibit 99.3 Second Amendment to Amended and Restated Employment
Agreement with Stephen E. Pomeroy (incorporated by reference to Exhibit
10(iii)(A) of the Form 8-K filed October 13, 2005).
Exhibit 99.4 Third Amendment to Amended and Restated Employment
Agreement with Stephen E. Pomeroy (incorporated by reference to Exhibit
10(iii)(A) of the Form 8-K filed October 19, 2006).
Exhibit 99.5 Press release dated July 5, 2007.
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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: July 5, 2007 By: /s/ Kevin G. Gregory
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Kevin G. Gregory, President and
Chief Executive Officer
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