PCCC » Topics » Item 1.01. Entry into a Material Definitive Agreement.

This excerpt taken from the PCCC 8-K filed Oct 31, 2006.

Item 1.01. Entry into a Material Definitive Agreement.

On October 26, 2006, Merrimack Services Corporation (the “Company”), a subsidiary of PC Connection, Inc., a Delaware corporation, entered into Amendment No. 6 to the Lease (the “Amendment”), dated September 27, 1990, by and between the Company and Ewe Warehouse Investments V, Ltd., as previously amended, for property located at 2870 Old State Route 73 in Wilmington, Ohio (the “Lease”).

Pursuant to the terms of the Amendment, effective March 1, 2007, the term of the Lease was extended an additional two years for a total of eighteen years and two months through February 28, 2009.

Pursuant to the terms of Amendment, the Company has agreed to pay $548,864.04 in rent payable in equal monthly installments of $45,738.67 for the one-year period commencing March 1, 2006 and ending February 28, 2007 (the “Annual Rent”). Beginning March 1, 2007, the Annual Rent is subject to an annual adjustment based on any increases in the Consumer Price Index and the procedures described in the Amendment.

The Amendment extended the Company’s option to renew the Lease for an additional two-year term on the same terms and conditions contained therein, except for the rental amount and length of term, subject to 180 days prior written notice by the Company and no defaults in the covenants, agreements, terms or conditions on the part of the Company. The Annual Rental to be paid during any renewal period is subject to the Consumer Price Index adjustments described in the Amendment.

The foregoing summary of the Amendment is subject to, and qualified in its entirety by, the Amendment attached to this Form 8-K as Exhibit 10.1 and incorporated herein by reference.

This excerpt taken from the PCCC 8-K filed Mar 17, 2006.

Item 1.01. Entry into a Material Definitive Agreement

On March 13, 2006, the Board of Directors of PC Connection, Inc., a Delaware Corporation (the “Company”), approved the terms of compensation and board meeting fees for the members of the Board for 2006. Messrs. Barone, Baute, Hall, and Weatherson are entitled to receive an annual retainer fee of $36,000, in addition to $1,500 for each Board and committee meeting they attend. Mr. Hall is currently not a member of any Board committee and therefore does not receive any committee fees. In addition, the Board members receive reimbursement for all reasonable expenses incurred in attending Board and committee meetings.

Ms. Gallup and Mr. Beffa-Negrini will not receive compensation in 2006 for their services as a member of the Company’s Board of Directors.

Members of the Board of Directors are also eligible to participate in the Company’s 1997 Stock Incentive Plan. The Company did not issue any stock options to directors in 2005.


SIGNATURE

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.

 

    PC CONNECTION, INC.

Date: March 17, 2006

 

By:

  /s/ Jack Ferguson
   

Name: Jack Ferguson

Title: Treasurer and Chief Financial Officer

This excerpt taken from the PCCC 8-K filed Jul 26, 2005.

Item 1.01.  Entry into a Material Definitive Agreement

 

On May 5, 2005, PC Connection, Inc., a Delaware corporation (the “Company”), has entered into an offer letter with Kenneth A. Grady (the “Offer Letter”). Mr. Grady was appointed Vice President and General Counsel of the Company effective July 11, 2005, and Secretary of the Company effective July 22, 2005. Prior to joining the Company, Mr. Grady, age 48, served as Executive Vice President, General Counsel and Secretary of KB Toys, Inc., a mall-based specialty retailer of toys, from 2004 to 2005; as Vice President, General Counsel and Secretary of KB Toys, Inc. from 2001 to 2004; and as Vice President, Group Counsel and Assistant Secretary of Payless ShoeSource, Inc., a mall-based specialty retailer of footwear and accessories, from 2000 to 2001.

 

Pursuant to the terms of the Offer Letter, Mr. Grady’s base salary will be $250,000 and he will be eligible for a bonus of up to 25% of his base salary. In addition, the Company agreed to pay Mr. Grady $37,500 in 2005 and in 2006 in lieu of an anticipated bonus based on a plan established by his prior employer. Mr. Grady has been granted an option to purchase 20,000 shares of the Company’s common stock, which vests in equal installments over four years commencing on the date of employment. The exercise price of these options is $6.72 per share. Mr. Grady also will receive reimbursement for relocation expenses in an aggregate amount not to exceed $85,000.

 

In the event Mr Grady is terminated for any reason other than cause, death, disability or change of control, he is entitled to receive severance in an amount equal to his base salary level for the earlier of six months or until he obtains subsequent employment. In the event of a change of control, and Mr. Grady’s position is eliminated or he is not offered a comparable position, he is entitled to receive severance in an amount equal to his base salary level for the earlier of twelve months or until he obtains subsequent employment.

 

Pursuant to the Offer Letter, cause is defined as, without limitation, failure to comply with rules, standards, or procedures promulgated by the Company, neglect of, or substandard performance of assigned responsibilities, breach of the terms of the covenant not to compete and disclose confidential information, falsification of records or documentation of the Company or any act of dishonesty or moral turpitude. For the avoidance of doubt, a reorganization or modification of Mr. Grady’s duties does not constitute termination.

 

Pursuant to the Offer Letter, change of control is defined as a change in the ownership of more than 50% of the Company’s common stock then outstanding.


SIGNATURE

 

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.

 

 

Date: July 26, 2005

PC CONNECTION, INC.
By:   /S/    JACK FERGUSON        
   

Jack Ferguson

Treasurer and Interim Chief Financial Officer

This excerpt taken from the PCCC 8-K filed Jul 6, 2005.

Item 1.01. Entry into a Material Definitive Agreement

 

On June 29, 2005, PC Connection, Inc., a Delaware corporation (the “Company”), as borrower, and GovConnection, Inc., a Maryland corporation and wholly owned subsidiary of the Company, Merrimack Services Corporation, a Delaware corporation and wholly owned subsidiary of the Company, PC Connection Sales Corporation, a Delaware corporation and wholly owned subsidiary of the Company, PC Connection Sales of Massachusetts, Inc., a Delaware corporation and wholly owned subsidiary of the Company, and MoreDirect, Inc., a Florida corporation and wholly owned subsidiary of the Company, each as guarantors, entered into a Second Amended and Restated Credit and Security Agreement, among Citizens Bank of Massachusetts, as lender and agent and other financial institutions party thereto from time to time, as lenders (the “Second Amendment”).

 

The Second Amendment provides that the Company may borrow up to $50.0 million and retains the option to increase the facility by an additional $20 million on substantially the same terms. The Second Amendment matures on June 29, 2008.

 

The Second Amendment includes customary financial and operating covenants, including restrictions on the payment of dividends, none of which the Company believes significantly restricts its operations.

 

This excerpt taken from the PCCC 8-K filed Mar 21, 2005.

Item 1.01 Entry Into A Material Definitive Agreement

 

On March 15, 2005, the Company’s Chief Executive Officer approved the payment of discretionary bonuses for the year ended December 31, 2004 to the following executive officers:

 

Brad Mousseau, Vice President of Human Resources

   $ 30,000

Jack Ferguson, Interim Chief Financial Officer (since October 2004)

     9,800

 

These bonus payments were based on the Company’s performance and an evaluation by the Chief Executive Officer of the above officers’ performance during 2004.

 

 

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SIGNATURE

 

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.

 

 

Date: March 21, 2005

REGISTRANT

 

PC CONNECTION, INC.

 

By: /s/ Jack Ferguson                                             

        Jack Ferguson

        Treasurer and Interim Chief Financial Officer

 

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