UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, STATE 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 23, 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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On July 5, 2007, Pomeroy IT Solutions, Inc. ("we" or "Company") filed a report
on Form 8-K reporting that (i) Stephen E. Pomeroy's employment with the Company
was terminated on July 3, 2007; (ii) pursuant to his employment agreement,
Stephen Pomeroy was entitled to receive his base salary, at the current rate, as
well as all other unpaid amounts that were owed to him, including amounts under
our compensation plans and programs, certain business expense reimbursements and
certain life insurance payments, through July 20, 2007; and (iii) in connection
with his termination of employment, Stephen Pomeroy would forfeit restricted
stock grants of 99,000 shares of the Company's common stock. On July 23, 2007,
we received a letter from legal counsel for Mr. Pomeroy stating that he disputes
the bases for his termination. Mr. Pomeroy's counsel also sent a letter to the
Company purporting to give a "notice of dispute" as provided for in the
employment agreement.
We disagree with Mr. Pomeroy's assertions and the Company intends to defend its
position vigorously. If it is subsequently determined that Mr. Pomeroy was not
properly terminated, then we would owe compensation to Mr. Pomeroy that would
include his full base salary, bonuses, and all employee benefits for the balance
of his term of employment as in effect immediately prior to his termination of
employment, plus his legal fees and expenses incurred in disputing his
termination.
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.
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) Stephen Pomeroy continues to serve as a director of our Company until the
Company's 2007 Annual Meeting of Stockholders; however, as previously reported,
our board of directors voted to withdraw the nomination of Stephen Pomeroy to
stand for election as a director nominee at our 2007 Annual Meeting of
Stockholders and has nominated Mr. Richard Press for election as a director as
Mr. Pomeroy's successor. The Annual Meeting of Stockholders has been rescheduled
from July 12, 2007 to July 31, 2007 and new proxies are being solicited by the
Company. See also the disclosure under Item 1.02, above.
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).
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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 26, 2007 By: /s/ Kevin G. Gregory
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Kevin G. Gregory, President and
Chief Executive Officer
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