PC Connection 10-K 2008
Documents found in this filing:
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
(Amendment No. 1)
For the fiscal year ended December 31, 2007
For the transition period from to .
Commission File Number 0-23827
PC CONNECTION, INC.
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (603) 683-2000
Securities registered pursuant to Section 12(b) of the Act:
Securities registered pursuant to Section 12(g) of the Act:
(Title of Class)
Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.
YES ¨ NO x
Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.
YES ¨ NO x
Indicate by check mark whether the registrant: (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.
YES ¨ NO x
Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrants knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. x
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See definitions of large accelerated filer, accelerated filer, and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer ¨ Accelerated filer x Non-accelerated filer ¨ Smaller reporting company ¨
(Do not check if a smaller reporting company)
Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).
YES ¨ NO x
The aggregate market value of the registrants voting shares of common stock held by non-affiliates of the registrant on June 29, 2007, based on $13.24 per share, the last reported sale price on the Nasdaq Global Select Market on that date, was $125,937,278.
The number of shares outstanding of each of the registrants classes of common stock, as of March 3, 2008:
The following documents are incorporated by reference into the Annual Report on Form 10-K: Portions of the registrants definitive Proxy Statement for its 2008 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.
PC Connection, Inc. (PC Connection) hereby amends Part IV, Item 15 of its Annual Report on Form 10-K for the fiscal year ended December 31, 2007 (the Annual Report), as originally filed with the Securities and Exchange Commission on March 14, 2008 (the Original Filing). PC Connection is filing this Amendment No. 1 on Form 10-K/A solely to amend and restate the (a) list of Exhibits in Item 15(b) and (b) Consent of Deloitte & Touche LLP, our independent registered public accounting firm, which is attached to the Annual Report as Exhibit 23.1. Exhibit 23.1 to the Original Filing inadvertently failed to include a consent to the incorporation by reference of Deloittes report on the effectiveness of PC Connections internal control over financial reporting as of December 31, 2007. The revised Exhibit 23.1 now includes such a consent.
In accordance with Rule 12b-15 of the Securities Exchange Act of 1934, as amended, PC Connection has set forth the text of Item 15 in its entirety. No other revisions or amendments have been made to Part IV, Item 15 or to any other portion of the Annual Report. This Amendment does not reflect events occurring after March 14, 2008, the date of the Original Filing, or modify or update those disclosures that may have been affected by subsequent events. In addition, currently-dated certifications from PC Connections Chief Executive Officer and Chief Financial Officer have been included as exhibits to this Amendment.
Item 15. Exhibits and Financial Statement Schedules
The consolidated financial statements listed below are included in this document.
The following Consolidated Financial Statement Schedule, as set forth below, is filed with this report:
All other schedules have been omitted because they are either not applicable or the relevant information has already been disclosed in the financial statements.
The exhibits listed below are filed herewith or are incorporated herein by reference to other filings.
Pursuant to the requirements of Section 13 or 15 (d) of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.