PCMI / PC Mall, Inc. - Документы SEC, Годовой отчет, Доверенное заявление

PCMI / PC Mall, Inc. 15-12G - - 15-12G

15-12G UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 15 CERTIFICATION AND NOTICE OF TERMINATION OF REGISTRATION UNDER SECTION 12(g) OF THE SECURITIES EXCHANGE ACT OF 1934 OR SUSPENSION OF DUTY TO FILE REPORTS UNDER SECTIONS 13 AND 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934. Commission File Number: 000-25790 PCM, INC. (Exact name of registrant as specified in its ch

PCMI / PC Mall, Inc. / KHULUSI FRANK F - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Act of 1934 (Amendment No. 7)* PCM, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 69323 K 100 (CUSIP Number) Frank F. Khulusi Chief Executive Officer PCM, Inc. 1940 East Mariposa Avenue El Segundo, CA 90245 (310) 354-5600 (Name, Address and Telephone Num

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

PCMI / PC Mall, Inc. S-8 POS - - S-8 POS

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-00848 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-76851 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-79337 POST-EFFECTIVE AMENDMENT NO. 1 TO FORM S-8 REGISTRATION STATEMENT NO. 333-82257 POST-EFF

Changes in Control of Registrant, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Termination of a Material Definitive Agreement, Material Modification to Rights of Security Holders, Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing, Financial Statements and Exhibits, Completion of Acquisition or Disposition of Assets, Other Events

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 30, 2019 PCM, Inc.

CERTIFICATE OF INCORPORATION OF PCM, INC.

Exhibit 3.1 CERTIFICATE OF INCORPORATION OF PCM, INC. FIRST. The name of the corporation is PCM, Inc. (the “Corporation”). SECOND. The address of the Corporation’s registered office in the State of Delaware is Corporation Trust Center, 1209 Orange Street, Wilmington, County of New Castle, 19801. The name of its registered agent at such address is The Corporation Trust Company. THIRD. The purpose o

Insight Enterprises Completes Acquisition of PCM, Inc. Combined strength expands company’s footprint in U.S., Canada and the UK while accelerating Insight’s value proposition as end-to-end solution integrator

Exhibit 99.1 NASDAQ: NSIT Insight Enterprises Completes Acquisition of PCM, Inc. Combined strength expands company’s footprint in U.S., Canada and the UK while accelerating Insight’s value proposition as end-to-end solution integrator TEMPE, Ariz., August 30, 2019 — Insight Enterprises (Nasdaq: NSIT), a global provider of Insight Intelligent Technology Solutions™ and services for organizations of

PCM, INC. AS ADOPTED BY THE BOARD OF DIRECTORS August 30, 2019

Exhibit 3.2 BYLAWS OF PCM, INC. AS ADOPTED BY THE BOARD OF DIRECTORS ON August 30, 2019 Table of Contents Page Article I Stockholders 1 Section 1.1. Annual Meetings 1 Section 1.2. Special Meetings 1 Section 1.3. Notice of Meetings 1 Section 1.4. Adjournments 2 Section 1.5. Quorum 2 Section 1.6. Organization 2 Section 1.7. Voting; Proxies 2 Section 1.8. Fixing Date for Determination of Stockholders

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): August 26, 2019 PCM, Inc.

PCMI / PC Mall, Inc. DEFA14A - - DEFA14A

QuickLinks - Click here to rapidly navigate through this document UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): August 8, 2019 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

PCM REPORTS RECORD SECOND QUARTER 2019 RESULTS ANNOUNCED PROPOSED MERGER WITH INSIGHT Gross Profit Increased to a Record $91.0 million; Gross Margin Increased to a Q2 Record 16.6% GAAP EPS (including M&A related charges) of $0.62; Non-GAAP EPS Increa

EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS RECORD SECOND QUARTER 2019 RESULTS ANNOUNCED PROPOSED MERGER WITH INSIGHT Gross Profit Increased to a Record $91.0 million; Gross Margin Increased to a Q2 Record 16.6% GAAP EPS (including M&A related charges) of $0.62; Non-GAAP EPS Increased 6% to $0.87 El Segundo, California — August 8, 2019 — PCM, I

Amendment to Severance Agreement, dated June 23, 2019 between PCM, Inc. and Simon Abuyounes

Exhibit 10.6 AMENDMENT TO SEVERANCE AGREEMENT This Amendment (this “Amendment”), made as of the 23rd day of June 2019 (the “Amendment Date”), is to the Severance Agreement, which had an effective date of June 28, 2005, by and between AF Services, LLC, a Delaware limited liability company (“AFS”) and Simon Abuyounes (“Employee”) (the “Agreement” and attached hereto as Exhibit A). Subsequent to the

Amendment to Employment Agreement, dated June 23, 2019 between PCM, Inc. and Robert Newton

Exhibit 10.5 AMENDMENT TO EMPLOYMENT AGREEMENT This Amendment (this “Amendment”), made as of the 23rd day of June 2019 (the “Amendment Date”), to the Employment Agreement, which was entered into on June 8, 2004, by and between PCM, Inc., a Delaware corporation (formerly known as PC Mall, Inc. and referred to herein as the “Company”), and Robert Newton (“Employee”) and which was amended by the part

Summary of 2019 Executive Incentive Plan

EXHIBIT 10.8 PCM, Inc. Summary of 2019 Executive Incentive Plan On June 23, 2019, the Committee and Board of Directors adopted and approved the 2019 Executive Incentive Plan (the “Plan”), which is effective for the 2019 fiscal year. Under the Plan, cash incentive amounts will be based upon two performance objectives, weighted differently for each executive eligible to participate in the Plan: (1)

Unaudited consolidated financial statements of PCM, Inc. as of and for the six months ended June 30, 2019 and accompanying notes (incorporated by reference to Part I, Item 1 of the Quarterly Report on Form 10-Q of PCM, Inc. (File No. 000-25790), filed on August 8, 2019).

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, INC. (Exact name o

Amendment to Severance Agreement, dated June 23, 2019 between PCM, Inc. and Brandon LaVerne

Exhibit 10.4 AMENDMENT TO SEVERANCE AGREEMENT This Amendment (this “Amendment”), made as of the 23rd day of June 2019 (the “Amendment Date”), is to the Severance Agreement, which had an effective date of January 1, 2006, by and between AF Services, LLC, a Delaware limited liability company (“AFS”) and Brandon LaVerne (“Employee”) (the “Agreement” and attached hereto as Exhibit A). Subsequent to th

PCM, Inc. Transaction Bonus Plan, entered into with each of Brandon LaVerne, Robert Newton and Simon Abuyounes, dated June 23, 2019

Exhibit 10.7 PCM, INC. TRANSACTION BONUS PLAN This PCM, Inc. Transaction Bonus Plan was adopted by the Board on the Adoption Date. This Plan is effective as of the Adoption Date, provided that if the Merger Agreement is terminated in accordance with its terms and the Merger is abandoned, then this Plan shall then terminate without force or effect and no payments will be made to any Participant. WH

Amendment to Offer Letter, dated June 23, 2019 between PCM, Inc. and Robert Jay Miley

Exhibit 10.3 AMENDMENT TO OFFER LETTER This Amendment (this “Amendment”), made as of the 23rd day of June 2019 (the “Amendment Date”), is to the Employment Agreement, which has an effective date of October 31, 2014, by and between PCM, Inc., a Delaware corporation (the “Company”) and Robert Jay Miley (“Employee”) (the “Agreement” and attached hereto as Exhibit A). W I T N E S E T H: WHEREAS, the p

PCMI / PC Mall, Inc. DEFM14A - - DEFM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

PCMI / PC Mall, Inc. PREM14A - - PREM14A

Use these links to rapidly review the document TABLE OF CONTENTS TABLE OF CONTENTS UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.

Edited Transcript of Investor Call, dated June 24, 2019.

Insight Enterprises Special Conference Call June-24-2019 Confirmation #13691035 Page 1 EXHIBIT 99.

NSIT / Insight Enterprises, Inc. DFAN14A - - DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, F

PCMI / PC Mall, Inc. DEFA14A - - DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14A-101) Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (as permitted by Rule 14a-6

NSIT / Insight Enterprises, Inc. DFAN14A - - DFAN14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box: Preliminary Proxy Statement CONFIDENTIAL, F

PCM, Inc. Employee Presentation, dated June 24, 2019.

A Special Announcement June 24, 2019 EXHIBIT 99.2 PCM is combining with Insight. Strengthens position as a market-leading IT solutions provider with global scale and deep technical talent. Insight and PCM: Strategic Rationale A significant, strategic and powerful combination that supports Insight’s strategy. Expands the joint footprint in United States, Canada and the United Kingdom Adds more than

Insight Employee Presentation, dated June 24, 2019.

A Special Announcement June 24, 2019 EXHIBIT 99.1 PCM is combining with Insight. Strengthens position as a market-leading IT solutions provider with global scale and deep technical talent. Insight and PCM: Strategic Rationale A significant, strategic and powerful combination that supports Insight’s strategy. Expands Insight’s footprint in United States, Canada and the United Kingdom Adds more than

NSIT / Insight Enterprises, Inc. DFAN14A - - DFAN14A

DFAN14A 1 nsit-dfan14a20190624.htm DFAN14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) INFORMATION REQUIRED IN PROXY STATEMENT SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant Filed by a Party other than the Registrant Check the appropriate box:

Amendment to Bylaws of PCM, Inc. as of June 23, 2019 (incorporated herein by reference to Exhibit 3.1 to the Company’s June 23, 2019 Form 8-K)

Exhibit 3.1 AMENDMENT TO BYLAWS OF PCM, INC. (THE “COMPANY”) AS OF JUNE 23, 2019 The following amendment is effective as of June 23, 2019, as approved by the board of directors of the Company: ARTICLE XII FORUM FOR ADJUDICATION AND DISPUTES Section 12.1 Forum. Unless the corporation, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any curr

FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, WAIVER AND RELEASE

Exhibit 99.2 FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, WAIVER AND RELEASE This First Amendment to Indemnification Agreement, Waiver and Release (this “Amendment”) is made as of June 23, 2019, by and between PCM, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”). WHEREAS, the Company and the Indemnitee entered into that certain Indemnification Agreement, dated October 22, 2018

Agreement and Plan of Merger, dated as of June 23, 2019, by and among Insight Enterprises, Inc., Trojan Acquisition Corp. and PCM, Inc. (incorporated by reference to Exhibit 2.1 to PCM, Inc.’s Current Report on Form 8-K filed on June 24, 2019). (Certain schedules (or similar attachments) to the Agreement and Plan of Merger have been omitted pursuant to Item 601(a)(5) of Regulation S-K. The registrant agrees to furnish copies of any such schedules (or similar attachments) to the U.S. Securities and Exchange Commission or its staff upon request.)

EX-2.1 2 a19-120011ex2d1.htm EX-2.1 Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP. and PCM, INC. Dated as of June 23, 2019 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 3 ARTICLE II Certificate of Incorporation and Bylaws of the Surviving Corporat

Insight Enterprises to Acquire PCM, Inc. Expands global footprint and penetration into attractive end markets Accelerates market share growth across Insight’s solution areas Substantial run-rate operating synergies of $70 million

Exhibit 99.3 NASDAQ: NSIT Insight Enterprises to Acquire PCM, Inc. Expands global footprint and penetration into attractive end markets Accelerates market share growth across Insight’s solution areas Substantial run-rate operating synergies of $70 million TEMPE, Ariz., and EL SEGUNDO, Calif., June 23, 2019 — Insight Enterprises (Nasdaq: NSIT), the global provider of Insight Intelligent Technology

VOTING AGREEMENT Dated as of June 23, 2019 by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP., PCM, INC. THE STOCKHOLDERS OF PCM, INC. LISTED ON THE SIGNATURE PAGES HERETO

Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT Dated as of June 23, 2019 by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP., PCM, INC. and THE STOCKHOLDERS OF PCM, INC. LISTED ON THE SIGNATURE PAGES HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of June 23, 2019 (this “Agreement”), by and among Insight Enterprises, Inc., a Delaware corporation (“Parent”), Trojan Acquisition Corp

Regulation FD Disclosure, Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2019 PCM, Inc.

AGREEMENT AND PLAN OF MERGER by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP. PCM, INC. Dated as of June 23, 2019

Exhibit 2.1 EXECUTION VERSION AGREEMENT AND PLAN OF MERGER by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP. and PCM, INC. Dated as of June 23, 2019 TABLE OF CONTENTS Page ARTICLE I The Merger; Closing; Effective Time 1.1. The Merger 2 1.2. Closing 2 1.3. Effective Time 3 ARTICLE II Certificate of Incorporation and Bylaws of the Surviving Corporation 2.1. Certificate of Incorporatio

PCMI / PC Mall, Inc. DEFA14A - - 8-K

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 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): June 23, 2019 PCM, Inc.

Insight Enterprises to Acquire PCM, Inc. Expands global footprint and penetration into attractive end markets Accelerates market share growth across Insight’s solution areas Substantial run-rate operating synergies of $70 million

Exhibit 99.3 NASDAQ: NSIT Insight Enterprises to Acquire PCM, Inc. Expands global footprint and penetration into attractive end markets Accelerates market share growth across Insight’s solution areas Substantial run-rate operating synergies of $70 million TEMPE, Ariz., and EL SEGUNDO, Calif., June 23, 2019 — Insight Enterprises (Nasdaq: NSIT), the global provider of Insight Intelligent Technology

AMENDMENT TO BYLAWS OF PCM, INC. (THE “COMPANY”) AS OF JUNE 23, 2019

Exhibit 3.1 AMENDMENT TO BYLAWS OF PCM, INC. (THE “COMPANY”) AS OF JUNE 23, 2019 The following amendment is effective as of June 23, 2019, as approved by the board of directors of the Company: ARTICLE XII FORUM FOR ADJUDICATION AND DISPUTES Section 12.1 Forum. Unless the corporation, in writing, selects or consents to the selection of an alternative forum, the sole and exclusive forum for any curr

VOTING AGREEMENT Dated as of June 23, 2019 by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP., PCM, INC. THE STOCKHOLDERS OF PCM, INC. LISTED ON THE SIGNATURE PAGES HERETO

Exhibit 99.1 EXECUTION VERSION VOTING AGREEMENT Dated as of June 23, 2019 by and among INSIGHT ENTERPRISES, INC., TROJAN ACQUISITION CORP., PCM, INC. and THE STOCKHOLDERS OF PCM, INC. LISTED ON THE SIGNATURE PAGES HERETO VOTING AGREEMENT VOTING AGREEMENT, dated as of June 23, 2019 (this “Agreement”), by and among Insight Enterprises, Inc., a Delaware corporation (“Parent”), Trojan Acquisition Corp

FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, WAIVER AND RELEASE

Exhibit 99.2 FIRST AMENDMENT TO INDEMNIFICATION AGREEMENT, WAIVER AND RELEASE This First Amendment to Indemnification Agreement, Waiver and Release (this “Amendment”) is made as of June 23, 2019, by and between PCM, Inc., a Delaware corporation (the “Company”) and (the “Indemnitee”). WHEREAS, the Company and the Indemnitee entered into that certain Indemnification Agreement, dated October 22, 2018

PCMI / PC Mall, Inc. / KHULUSI FRANK F - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Act of 1934 (Amendment No. 6)* PCM, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 69323 K 100 (CUSIP Number) Frank F. Khulusi Chief Executive Officer PCM, Inc. 1940 East Mariposa Avenue El Segundo, CA 90245 (310) 354-5600 (Name, Address and Telephone Num

Quarterly Report on Form 10-Q for the quarter ended March 31, 2019, filed with the SEC on May 9, 2019; and

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q ☒ QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2019 OR ☐ TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, INC. (Exact name

as amended by Amendment No. 1 thereto, filed with the SEC on April 30, 2019;

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, INC

Subsidiaries of the Registrant as of December 31, 2018

EXHIBIT 21.1 PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2018 The following are subsidiaries of PCM, Inc. as of December 31, 2018, other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or other jurisdiction in which each subsidiary was incorporated or organized: SUBSIDIARIES JURISDICTION OF INCORPOR

PCM REPORTS RECORD FIRST QUARTER 2019 RESULTS Net Sales of $534.0 million; Commercial Net Sales up 3% Gross Profit of $83.1 Million Gross Profit Margin Improved 20 Basis Points to a First Quarter Record 15.6% Diluted EPS Increased 52% to a First Quar

EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS RECORD FIRST QUARTER 2019 RESULTS Net Sales of $534.0 million; Commercial Net Sales up 3% Gross Profit of $83.1 Million Gross Profit Margin Improved 20 Basis Points to a First Quarter Record 15.6% Diluted EPS Increased 52% to a First Quarter Record $0.35 Non-GAAP Adjusted EPS Increased 35% to $0.46 Ge

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 25, 2019 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

Form of Amended and Restated Indemnification Agreement, by and between PCM, Inc. and the indemnitees parties thereto

EX-10.32 2 ex10-32.htm EXHIBIT 10.32 PCM, INC. INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of October 22, 2018 by and between PCM, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order

risk factors disclosed in PCM's Annual Report on Form 10-K for the fiscal year ended December 31, 2018, incorporated by reference in this proxy statement;

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2018 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, I

Subsidiaries of the Registrant as of December 31, 2018

EXHIBIT 21.1 PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2018 The following are subsidiaries of PCM, Inc. as of December 31, 2018, other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or other jurisdiction in which each subsidiary was incorporated or organized: SUBSIDIARIES JURISDICTION OF INCORPOR

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 8)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2018 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): February 6, 2019 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commi

PCM REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2018 RESULTS Net Sales of $564.1 million in Q4 and $2,164.0 Million for Full Year Gross Profit Increased 6% in Q4 to $84.8 Million and 6% for Full Year to $343.9 Million Gross Profit Margin Increased 40

EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS RECORD FOURTH QUARTER AND FULL YEAR 2018 RESULTS Net Sales of $564.1 million in Q4 and $2,164.0 Million for Full Year Gross Profit Increased 6% in Q4 to $84.8 Million and 6% for Full Year to $343.9 Million Gross Profit Margin Increased 40 Basis Points to 15.0% in Q4 and 90 Basis Points to 15.9% for Fu

PCMI / PC Mall, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-

PCM REPORTS RECORD THIRD QUARTER 2018 RESULTS Gross Profit Increased 5% to $85.1 million Gross Profit Margin Increased 170 Basis Points to an all-time record 16.7% Operating Profit Margin Increased 180 Basis Points to 2.1% Non-GAAP EBITDA Margin Incr

EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS RECORD THIRD QUARTER 2018 RESULTS Gross Profit Increased 5% to $85.1 million Gross Profit Margin Increased 170 Basis Points to an all-time record 16.7% Operating Profit Margin Increased 180 Basis Points to 2.1% Non-GAAP EBITDA Margin Increased 120 Basis Points to 3.1% Diluted EPS Increased $0.53 to $0

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): October 24, 2018 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commi

Form of Amended and Restated Indemnification Agreement, by and between PCM, Inc. and the indemnitees parties thereto.

EX-10.1 4 ex10-1.htm EXHIBIT 10.1 PCM, INC. FORM OF INDEMNIFICATION AGREEMENT This Indemnification Agreement (“Agreement”) is made as of by and between PCM, Inc., a Delaware corporation (the “Company”), and (“Indemnitee”). RECITALS WHEREAS, the Company desires to attract and retain the services of highly qualified individuals, such as Indemnitee, to serve the Company; WHEREAS, in order to induce I

Second Amended and Restated Bylaws of PCM, Inc., marked to show amendments effective as of September 10, 2018 (incorporated herein by reference to Exhibit 3.2 to the September 14, 2018 Form 8-K)

EXHIBIT 3.2 SECOND AMENDED AND RESTATED BYLAWS OF PCM, INC. a Delaware corporation Table of Contents ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Stockholders’ Meetings 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings. 2 Section 5. Quorum and Voting. 2 Section 6. Voting Rights. 3 Se

Entry into a Material Definitive Agreement, Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits

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): September 10, 2018 PCM, Inc. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of Incorporation) (Commission File Numbe

Second Amended and Restated Bylaws of PCM, Inc., amended as of September 10, 2018 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on September 14, 2018 (the “September 14, 2018 Form 8-K”))

EXHIBIT 3.1 SECOND AMENDED AND RESTATED BYLAWS OF PCM, INC. a Delaware corporation Table of Contents ARTICLE I Offices 1 Section 1. Registered Office 1 Section 2. Other Offices 1 ARTICLE II Stockholders’ Meetings 1 Section 1. Place of Meetings 1 Section 2. Annual Meetings 1 Section 3. Special Meetings 1 Section 4. Notice of Meetings. 2 Section 5. Quorum and Voting. 2 Section 6. Voting Rights. 3 Se

PCMI / PC Mall, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790

PCM REPORTS RECORD SECOND QUARTER 2018 RESULTS AND RAISES GROSS MARGIN AND NON-GAAP EARNINGS GUIDANCE Gross Profit Margin Increased 120 Basis Points to 16.5% Operating Profit Margin Increased 140 Basis Points to 2.4% Non-GAAP EBITDA Margin Increased

EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS RECORD SECOND QUARTER 2018 RESULTS AND RAISES GROSS MARGIN AND NON-GAAP EARNINGS GUIDANCE Gross Profit Margin Increased 120 Basis Points to 16.5% Operating Profit Margin Increased 140 Basis Points to 2.4% Non-GAAP EBITDA Margin Increased 130 Basis Points to 3.5% Diluted EPS Increased 256% to $0.64 Non

Results of Operations and Financial Condition, Financial Statements and Exhibits

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 25, 2018 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (I

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k.htm 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 23, 2018 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission (I.R.S. Empl

PCMI / PC Mall, Inc. DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission

Summary of 2018 Executive Incentive Plan (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K dated May 18, 2018 filed with the Commission on May 24, 2018)

EXHIBIT 10.1 PCM, INC. Summary of 2018 Executive Incentive Plan On May 18, 2018, the Committee and Board of Directors adopted and approved the 2018 Executive Incentive Plan (the “Plan”), which is effective for the 2018 fiscal year. Under the Plan, cash incentive amounts will be based upon two performance objectives, weighted differently for each executive eligible to participate in the Plan: (1) a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

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 18, 2018 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission (I.R.S. Employer Incorporation

PCMI / PC Mall, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2018 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-2579

PCM REPORTS RECORD FIRST QUARTER 2018 RESULTS Net Sales Grew 4% to a First Quarter Record $542.8 Million Gross Profit Margin Improves 40 Basis Points to a Record 15.4% Sales of Services Increased 22% to $45 Million

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS RECORD FIRST QUARTER 2018 RESULTS Net Sales Grew 4% to a First Quarter Record $542.8 Million Gross Profit Margin Improves 40 Basis Points to a Record 15.4% Sales of Services Increased 22% to $45 Million El Segundo, California — April 25, 2018 — PCM, Inc. (NASDAQ: PCMI), a leading

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): April 25, 2018 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4518700 (

PCMI / PC Mall, Inc. / JB CAPITAL PARTNERS LP - SC 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PCM, Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 69323K100 (CUSIP Number) April 3, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which thi

Subsidiaries of the Registrant as of December 31, 2017

EXHIBIT 21.1 PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2017 The following are subsidiaries of PCM, Inc. as of December 31, 2017, other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or other jurisdiction in which each subsidiary was incorporated or organized: SUBSIDIARIES JURISDICTION OF INCORPOR

Fifth Amended and Restated Loan and Security Agreement, dated as of October 24, 2017, by and among PCM, Inc. and all of its subsidiaries, certain lenders and Wells Fargo Capital Finance LLC (incorporated herein by reference to Exhibit 10.30 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2017 filed with the Commission on March 15, 2018)

Exhibit 10.30 *** CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FIFTH AMENDED AND RESTATED Loan and Security Agreement by and among THE FINANCIAL INSTITUTIONS NAMED HEREIN as Lenders, WELLS FARGO CAPITAL FINANCE, LLC as Administrative Agent, Co-Lead Arranger, and Co-Book

PCMI / PC Mall, Inc. 10-K (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2017 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, I

PCM REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS Gross Profit Margin Improves to 14.3% in Fourth Quarter and 14.8% for Full Year Sales of Services grew 9% in Fourth Quarter and 12% for Full Year Securities Class Action Lawsuit Dismissed and Full

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Investor Relations: Kim Rogers Hayden IR (385) 831-7337 [email protected] PCM REPORTS FOURTH QUARTER AND FULL YEAR 2017 RESULTS Gross Profit Margin Improves to 14.3% in Fourth Quarter and 14.8% for Full Year Sales of Services grew 9% in Fourth Quarter and 12% for Full Year Securities Class Action Lawsuit Dismissed and Fully Concluded in Favor of the Company and its

Results of Operations and Financial Condition, Financial Statements and Exhibits

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): March 7, 2018 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4518700 (I

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 dfs551.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 7)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

PCMI / PC Mall, Inc. / Man Group plc - PCM, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 2)* PCM, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2017 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which th

JOINT FILING AGREEMENT

Exhibit 1 JOINT FILING AGREEMENT The undersigned hereby agree to the joint filing of the Statement on Schedule 13G filed herewith, and any amendments thereto, relating to the Common Stock, par value $0.

PCMI / PC Mall, Inc. / JB CAPITAL PARTNERS LP - SC 13G Passive Investment

SC 13G 1 formsc13g.htm SC 13G UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PCM, Inc. (Name of Issuer) Common Stock, par value $.001 (Title of Class of Securities) 69323K100 (CUSIP Number) January 17, 2018 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate t

PCMI / PC Mall, Inc. 10-Q (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-

PCM REPORTS THIRD QUARTER RESULTS Q3 Gross Profit Margin 14.9% Sales of Services grew 8%

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS THIRD QUARTER RESULTS Q3 Gross Profit Margin 14.9% Sales of Services grew 8% El Segundo, California — November 6, 2017 — PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider, today reported financial results for the third quarter of 2017. Highlights (Q3 2017 compare

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): November 6, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commi

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8-k.htm 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): October 24, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction (Commission (IRS Employe

PCM ANNOUNCES INCREASE TO SHARE REPURCHASE PROGRAM Board approves $10 Million increase to existing repurchase program

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 PCM ANNOUNCES INCREASE TO SHARE REPURCHASE PROGRAM Board approves $10 Million increase to existing repurchase program El Segundo, CA – August 9, 2017 – PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider, today announced that its Board of Directors has approved an increase in the Company’s existing share repurchase program by an additional $10 millio

Financial Statements and Exhibits, Other Events

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): August 9, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

PCMI / PC Mall, Inc. 10-Q (Quarterly Report)

10-Q 1 form10q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790

PCM REPORTS SECOND QUARTER RESULTS Record Q2 Gross Profit $85.4 million and Record Q2 Gross Profit Margin 15.2% Sales of Services grew 20%

EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS SECOND QUARTER RESULTS Record Q2 Gross Profit $85.4 million and Record Q2 Gross Profit Margin 15.2% Sales of Services grew 20% El Segundo, California ? July 26, 2017 ? PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider, today reported record financial results for the second quarter of

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 26, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k.htm 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 24, 2017 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File Number)

PCM, Inc. 2012 Equity Incentive Plan, as amended effective July 21, 2015 (incorporated herein by reference to Appendix A to the Definitive Proxy Statement on Schedule 14A for the Company’s 2017 Annual Meeting of Stockholders filed with the Commission on June 23, 2017)

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission

PC Mall (Quarterly Report)

10-Q 1 form10-q.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2017 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-2579

PC Mall /A (Annual Report)

10-K/A 1 form10-ka.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File N

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): April 27, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

PCM REPORTS RECORD FIRST QUARTER RESULTS Q1 Earnings Per Share of $0.30 and Adjusted Earnings Per Share of $0.26

EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS RECORD FIRST QUARTER RESULTS Q1 Earnings Per Share of $0.30 and Adjusted Earnings Per Share of $0.26 El Segundo, California ? April 27, 2017 ? PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider, today reported record financial results for the first quarter of 2017. Highlights (2017 co

PC Mall (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2016 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, I

PCM, Inc. Summary of Executive Incentive Plan

EX-10.15 2 ex10-15.htm EXHIBIT 10.15 PCM, Inc. Summary of Executive Incentive Plan In February 2017, the Committee and Board of Directors adopted and approved the 2017 Executive Incentive Plan (the “Plan”), which is effective for the 2017 fiscal year. Under the Plan, cash incentive amounts will be based upon two performance objectives, weighted differently for each executive eligible to participat

PCM, Inc. Summary of Executive Salary and Bonus Arrangements

EXHIBIT 10.16 PCM, Inc. Summary of Executive Salary and Bonus Arrangements The table below summarizes the current annual salary and bonus arrangements we have with each of our current executive officers. All of the compensation arrangements we have with our executive officers, including with respect to annual salaries and bonuses, are reviewed and may be modified from time to time by the Compensat

PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2016

EXHIBIT 21.1 PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2016 The following are subsidiaries of PCM, Inc. as of December 31, 2016, other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or other jurisdiction in which each subsidiary was incorporated or organized: SUBSIDIARIES JURISDICTION OF INCORPOR

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): February 24, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Comm

Second Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of February 24, 2017, by and among PCM, Inc., certain of its wholly-owned domestic and certain of its Canadian subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on March 2, 2017)

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of February 24, 2017, is entered into by and among PCM, INC., a Delaware corporation (“PCM”), PCM SALES, INC., a California corporation (“PCM Sales”), PCM LOGISTICS, LLC, a Delawar

PCMI / PC Mall, Inc. / KHULUSI FRANK F Activist Investment

SC 13D/A 1 sc13da.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Act of 1934 (Amendment No. 5) * PCM, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 69323 K 100 (CUSIP Number) Frank F. Khulusi Chief Executive Officer PCM, Inc. 1940 East Mariposa Avenue El Segundo, CA 90245 (310) 354-5600 (Name, Ad

PCMI / PC Mall, Inc. / Man Group plc - MAN GROUP PLC Passive Investment

SC 13G/A 1 p17-0120sc13ga.htm MAN GROUP PLC SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G/A Under the Securities Exchange Act of 1934 (Amendment No. 1)* PCM, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate bo

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2016 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 8, 2017 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction (Commission (IRS Employer of incorporation

PCM REPORTS RECORD FOURTH QUARTER AND FULL-YEAR 2016 RESULTS Record Profitability: Q4 EPS of $0.37 and Adjusted EPS of $0.51, Exceeding Guidance Record 2016 Full Year EPS of $1.40 and Adjusted EPS of $1.89

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS RECORD FOURTH QUARTER AND FULL-YEAR 2016 RESULTS Record Profitability: Q4 EPS of $0.37 and Adjusted EPS of $0.51, Exceeding Guidance Record 2016 Full Year EPS of $1.40 and Adjusted EPS of $1.89 El Segundo, California — February 8, 2017 — PCM, Inc. (NASDAQ: PCMI), a leading techn

PCMI / PC Mall, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended September 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, INC. (Exa

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): October 26, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number)

PCM REPORTS RECORD THIRD QUARTER RESULTS Reports Record Third Quarter EPS of $0.43; Record Third Quarter Adjusted EPS of $0.52 Company Increases Full-Year Earnings Guidance, Expects $1.81 to $1.89 Adjusted EPS

EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS RECORD THIRD QUARTER RESULTS Reports Record Third Quarter EPS of $0.43; Record Third Quarter Adjusted EPS of $0.52 Company Increases Full-Year Earnings Guidance, Expects $1.81 to $1.89 Adjusted EPS El Segundo, California ? October 26, 2016 ? PCM, Inc. (NASDAQ: PCMI), a leading technology solutions p

PCMI / PC Mall, Inc. / Man Group plc - PCM, INC. Passive Investment

SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No.)* PCM, Inc. (Name of Issuer) Common Stock, par value $0.001 per share (Title of Class of Securities) 69323K100 (CUSIP Number) October 5, 2016 (Date of Event Which Requires Filing of This Statement) Check the appropriate box to designate the rule pursuant to which this Sch

PCMI / PC Mall, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended June 30, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, INC. (Exact na

Credit Agreement, dated as of July 7, 2016, by and among PCM, Inc. and Castle Pines Capital LLC (incorporated herein by reference to Exhibit 10.2 to June 30, 2016 Form 10-Q)

EX-10.2 3 ex10-2.htm EXHIBIT 10.2 CREDIT AGREEMENT This Credit Agreement is effective as of July 7, 2016 (the “Effective Date”) by and between CASTLE PINES CAPITAL LLC (“CPC”), a Delaware limited liability company having its chief executive office located at 116 Inverness Drive East, Suite 375, Englewood, Colorado 80112, and PCM, INC. (“Reseller”), a Delaware corporation, having its chief executiv

First Amendment to Fourth Amended and Restated Loan and Security Agreement, dated as of July 7, 2016, by and among PCM, Inc. and all of its wholly-owned domestic and Canadian subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference to Exhibit 10.1 to the Company’s Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2016 filed with the Commission on August 9, 2016 (the “June 30, 2016 Form 10-Q”))

EX-10.1 2 ex10-1.htm EXHIBIT 10.1 FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS FIRST AMENDMENT TO FOURTH AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of July 7, 2016, is entered into by and among PCM, INC., a Delaware corporation (“PCM”), PCM SALES, INC., a California corporation (“PCM Sales”), PCM LOGISTICS, LLC, a Delaware limit

PCMI / PC Mall, Inc. / LALJI FIROZ - SC 13D/A Activist Investment

SC 13D/A SCHEDULE 13D CUSIP No. 69323 K 100 Page 1 of 7 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D/A INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. 1) PCM, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69323 K 100 (CUSIP Number) Firoz Lalji 1102 15th

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k.htm 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): August 1, 2016 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission (I.R.S. Emp

PCMI / PC Mall, Inc. / Kimerling Jonathan L - AMENDMENT NO. 7 TO THE SCHEDULE 13D Activist Investment

SC 13D/A 1 sc13da7064400208012016.htm AMENDMENT NO. 7 TO THE SCHEDULE 13D UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 7)1 PCM, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of

PCM REPORTS RECORD SECOND QUARTER RESULTS Reports Record EPS of $0.61; Record Adjusted EPS of $0.66 Company Increases Full-Year Earnings Guidance, Expects $1.51 to $1.64 Adjusted EPS

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS RECORD SECOND QUARTER RESULTS Reports Record EPS of $0.61; Record Adjusted EPS of $0.66 Company Increases Full-Year Earnings Guidance, Expects $1.51 to $1.64 Adjusted EPS El Segundo, California — July 27, 2016 — PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider,

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-k.htm 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 27, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commissi

PC Mall (Current Report/Significant Event)

FORM 8-K 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 7, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-45

PC Mall 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant [X] Filed by a Party other than the Registrant [ ] Check the appropriate box: [ ] Preliminary Proxy Statement [ ] Confidential, for Use of the Commission

PC Mall (Current Report/Significant Event)

FORM 8-K 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): June 23, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File N

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 form8-k.htm 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 3, 2016 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File Number) (

PCMI / PC Mall, Inc. 10-Q - Quarterly Report -

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-Q [X] QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the quarterly period ended March 31, 2016 OR [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, INC. (Exact n

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): April 28, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commiss

PCM REPORTS RECORD FIRST QUARTER RESULTS Net Sales Increased 68%; Gross Profit Increased 80%

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 Investor Relations: Brett Maas Hayden IR (646) 536-7331 [email protected] PCM REPORTS RECORD FIRST QUARTER RESULTS Net Sales Increased 68%; Gross Profit Increased 80% El Segundo, California — April 28, 2016 — PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider, today reported record financial results for the first quarter of 2016. First Quarter 2016

Entry into a Material Definitive Agreement

8-K 1 form8-k.htm 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): April 27, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commiss

PCM /A (Annual Report)

FORM 10-K/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K/A Amendment No. 1 [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25

PCM

S-8 1 forms-8.htm As filed with the Securities and Exchange Commission on March 21, 2016 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PCM, Inc. (Exact name of Registrant as specified in its charter) Delaware 95-4518700 (State or Other Jurisdiction of Incorporation of Organization) (I.R

PCM (Annual Report)

10-K 1 form10-k.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K [X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2015 [ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790 PCM, I

Amendment No. 1 to Asset Purchase Agreement, dated December 1, 2015, by and among Intelligent IT, Inc., Acrodex Inc., PCM, Inc., Systemax Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc., Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software Licensing Center, Inc. and Pocahontas Corp. (incorporated herein by reference to Exhibit 2.3 to the 2015 Form 10-K)

EX-2.3 4 ex2-3.htm EXHIBIT 2.3 AMENDMENT NO. 1 TO ASSET PURCHASE AGREEMENT This Amendment No. 1 (this “Amendment”) to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated November 17, 2015, by and among Intelligent IT, Inc., a Delaware corporation (“U.S. Purchaser”), Acrodex Inc., an Alberta corporation (“Canadian Purchaser” and, together with U.S. Purchaser, “Purchaser”), PCM,

PCM, Inc. Summary of Executive Incentive Plan

EXHIBIT 10.17 PCM, Inc. Summary of Executive Incentive Plan In February 2016, the Committee and Board of Directors adopted and approved the 2016 Executive Incentive Plan (the “Plan”), which is effective for the 2016 fiscal year. Under the Plan, cash incentive amounts will be based upon two performance objectives, weighted differently for each executive eligible to participate in the Plan: (1) atta

Amendment No. 2 to Asset Purchase Agreement, dated January 2, 2016, by and among Intelligent IT, Inc., Acrodex Inc., PCM, Inc., Systemax Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc., Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software Licensing Center, Inc. and Pocahontas Corp. (incorporated herein by reference to Exhibit 2.4 to the 2015 Form 10-K)

EX-2.4 5 ex2-4.htm EXHIBIT 2.4 AMENDMENT NO. 2 TO ASSET PURCHASE AGREEMENT This Amendment No. 2 (this “Amendment”) to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated November 17, 2015, by and among PCM Sales, Inc., a California corporation (successor to Intelligent IT, Inc., a Delaware corporation) (“U.S. Purchaser”), Acrodex Inc., an Alberta corporation (“Canadian Purchase

PCM, Inc. Summary of Executive Salary and Bonus Arrangements

EXHIBIT 10.18 PCM, Inc. Summary of Executive Salary and Bonus Arrangements The table below summarizes the current annual salary and bonus arrangements we have with each of our current executive officers. All of the compensation arrangements we have with our executive officers, including with respect to annual salaries and bonuses, are reviewed and may be modified from time to time by the Compensat

Asset Purchase Agreement, dated November 17, 2015, by and among Intelligent IT, Inc., Acrodex Inc., PCM, Inc., Systemax Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc., Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software Licensing Center, Inc. and Pocahontas Corp. (incorporated herein by reference to Exhibit 2.2 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2015 filed with the Commission on March 15, 2016 (the “2015 Form 10-K”))

EXHIBIT 2.2 ASSET PURCHASE AGREEMENT THIS ASSET PURCHASE AGREEMENT (this “Agreement”) is made and entered into this 17th day of November, 2015, by and among Intelligent IT, Inc., a Delaware corporation (“U.S. Purchaser”), Acrodex Inc., an Alberta corporation (“Canadian Purchaser” and, together with U.S. Purchaser, “Purchaser”), PCM, Inc., a Delaware corporation and the ultimate parent of Purchaser

PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2015

EXHIBIT 21.1 PCM, INC. SUBSIDIARIES OF THE REGISTRANT As of December 31, 2015 The following are subsidiaries of PCM, Inc. as of December 31, 2015, other than those which if considered in the aggregate as a single subsidiary would not constitute a significant subsidiary, and the state or other jurisdiction in which each subsidiary was incorporated or organized: SUBSIDIARIES JURISDICTION OF INCORPOR

Amendment No. 3 to Asset Purchase Agreement, dated February 14, 2016, by and among PCM Sales, Inc. (as successor to Intelligent IT, Inc.), Acrodex Inc., PCM, Inc., Systemax Inc., and TigerDirect, Inc., TigerDirect CA, Inc., Global Gov/Ed Solutions, Inc., Infotel Distributors Inc., Tek Serv Inc., Global Computer Supplies, Inc., SYX Distribution Inc., SYX Services Inc., SYX North American Tech Holdings, LLC, Software Licensing Center, Inc. and Pocahontas Corp. (incorporated herein by reference to Exhibit 2.5 to the 2015 Form 10-K)

EXHIBIT 2.5 AMENDMENT NO. 3 TO ASSET PURCHASE AGREEMENT This Amendment No. 3 (this “Amendment”) to that certain Asset Purchase Agreement (the “Purchase Agreement”), dated November 17, 2015, by and among PCM Sales, Inc., a California corporation and successor to Intelligent IT, Inc., a Delaware corporation (“U.S. Purchaser”), Acrodex Inc., an Alberta corporation (“Canadian Purchaser” and, together

Fourth Amended and Restated Loan and Security Agreement, dated as of January 19, 2016, by and among PCM, Inc. and all of its subsidiaries, certain lenders and Wells Fargo Capital Finance, LLC (incorporated herein by reference to Exhibit 10.36 to the 2015 Form 10-K)

EXHIBIT 10.36 CERTAIN INFORMATION IN THIS EXHIBIT HAS BEEN OMITTED AND FILED SEPARATELY WITH THE COMMISSION. CONFIDENTIAL TREATMENT HAS BEEN REQUESTED WITH RESPECT TO THE OMITTED PORTIONS. FOURTH AMENDED AND RESTATED Loan and Security Agreement by and among THE FINANCIAL INSTITUTIONS NAMED HEREIN as Lenders, WELLS FARGO CAPITAL FINANCE, LLC as Administrative Agent, Co-Lead Arranger, and Co-Bookrun

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 form8-k.htm 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): February 18, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Comm

PCM REPORTS RECORD FOURTH QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS RECORD FOURTH QUARTER RESULTS Highlights (Continuing operations in Q4 2015 compared to Q4 2014): ? Net sales: increased 34% to a fourth quarter record $482.2 million ? Gross profit: increased 26% to a fourth quarter record $63.1 million ? Gross profit margin: decreased to 13.1% from 14.0% ? Operating loss: $

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 rrd402.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 5)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2015 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 form8-k.htm 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): January 19, 2016 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commi

PC Mall (Current Report/Significant Event)

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): December 1, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number)

PCM Announces Closing of Its Acquisition of Certain Business to Business (B2B) Assets of Systemax’s North American Technology Group including the TigerDirect Brand

EX-99.1 2 ex99-1.htm EXHIBIT 99.1 PCM Announces Closing of Its Acquisition of Certain Business to Business (B2B) Assets of Systemax’s North American Technology Group including the TigerDirect Brand EL SEGUNDO, CA, December 2, 2015 — PCM, Inc. (NASDAQ: PCMI) today announced that it has closed the previously announced transaction to acquire certain Business to Business (B2B) assets of Systemax’s Nor

PCM Announces Acquisition of Certain Business to Business (B2B) Assets of Systemax’s North American Technology Group including the TigerDirect Brand Strengthens footprint in the Small to Medium sized Business (SMB) Marketplace

EXHIBIT 99.1 PCM Announces Acquisition of Certain Business to Business (B2B) Assets of Systemax’s North American Technology Group including the TigerDirect Brand Strengthens footprint in the Small to Medium sized Business (SMB) Marketplace EL SEGUNDO, CA and PORT WASHINGTON, NY, November 18, 2015 — PCM, Inc. (NASDAQ: PCMI) and Systemax Inc. (NYSE:SYX) today announced that they have entered into a

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Financial Statements and Exhibits

8-K 1 form8-k.htm 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): November 17, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Comm

PC Mall (Current Report/Significant Event)

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): October 29, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number)

PCM REPORTS RECORD THIRD QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS RECORD THIRD QUARTER RESULTS Highlights (Continuing operations in Q3 2015 compared to Q3 2014): ? Net sales: increased 20% to a third quarter record $404.9 million ? Gross profit: increased 33% to a third quarter record $60.1 million ? Gross profit margin: increased to a third quarter record high 14.9% from

PCM REPORTS RECORD SECOND QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS RECORD SECOND QUARTER RESULTS Highlights (Continuing operations in Q2 2015 compared to Q2 2014): ? Net sales: increased 43% to a record $478.9 million ? Gross profit: increased 29% to a record $62.0 million ? Gross profit margin: decreased to 12.9% from 14.3% ? Operating profit: decreased 78% to $0.9 million

Results of Operations and Financial Condition, Financial Statements and Exhibits

8-K 1 form8-k.htm 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 29, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commissi

Submission of Matters to a Vote of Security Holders

8-K 1 form8-k.htm 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 21, 2015 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission (I.R.S. Empl

PC Mall DEF 14A

DEF 14A 1 a15-124641def14a.htm DEF 14A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confiden

Financial Statements and Exhibits

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 2) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 1, 2015 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File Numbe

PCM, INC. Unaudited Pro Forma Combined Financial Statements

EXHIBIT 99.4 PCM, INC. Unaudited Pro Forma Combined Financial Statements The following unaudited pro forma combined financial statements have been derived from the historical consolidated financial statements of PCM, Inc. (?PCM?) and En Pointe Technologies Sales, Inc. (?En Pointe Inc.?) to give effect to PCM?s acquisition of certain assets of En Pointe. On April 1, 2015, PCM completed the acquisit

EN POINTE TECHNOLOGIES SALES, INC. Audited Financial Statements As of and For the Years Ended September 30, 2014, 2013 and 2012

EX-99.2 3 a15-142661ex99d2.htm EX-99.2 EXHIBIT 99.2 EN POINTE TECHNOLOGIES SALES, INC. Audited Financial Statements As of and For the Years Ended September 30, 2014, 2013 and 2012 EN POINTE TECHNOLOGIES SALES, INC. CONTENTS PAGE INDEPENDENT AUDITORS’ REPORT 1 BALANCE SHEETS 2 STATEMENTS OF INCOME AND COMPREHENSIVE INCOME 3 STATEMENTS OF SHAREHOLDER’S EQUITY 4 STATEMENTS OF CASH FLOWS 5 NOTES TO FI

EN POINTE TECHNOLOGIES SALES, INC. Unaudited Financial Statements As of December 31, 2014 and September 30, 2014 and For the Three Months Ended December 31, 2014 and 2013

EX-99.3 4 a15-142661ex99d3.htm EX-99.3 EXHIBIT 99.3 EN POINTE TECHNOLOGIES SALES, INC. Unaudited Financial Statements As of December 31, 2014 and September 30, 2014 and For the Three Months Ended December 31, 2014 and 2013 EN POINTE TECHNOLOGIES SALES, Inc. CONDENSED BALANCE SHEET AS OF DECEMBER 31, 2014 AND SEPTEMBER 30, 2014 (In Thousands) (Unaudited) December 31, September 30, 2014 2014 ASSETS

Asset Purchase Agreement, dated March 12, 2015, by and among PCM Sales Acquisition, LLC, PCM, Inc., En Pointe Technologies Sales, Inc., Attiazaz “Bob” Din, and Michael Rapp (incorporated herein by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K/A, dated April 1, 2015, filed with the Commission on April 29, 2015)

EXHIBIT 2.1 ASSET PURCHASE AGREEMENT by and among PCM SALES ACQUISITION, LLC, PCM, INC., EN POINTE TECHNOLOGIES SALES, INC., ATTIAZAZ ?BOB? DIN, and MICHAEL RAPP MARCH 12, 2015 ASSET PURCHASE AGREEMENT This Asset Purchase Agreement (this ?Agreement?) is made and entered into this 12th day of March, 2015, by and among PCM Sales Acquisition, LLC, a Delaware limited liability company (?Purchaser?), P

PCM REPORTS FIRST QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS FIRST QUARTER RESULTS Highlights (Continuing Operations for First Quarter 2015 compared to First Quarter 2014): ? Net sales: decreased 9% to $296.0 million ? Gross profit: decreased 20% to $39.1 million ? Gross profit margin: decreased to 13.2% from 15.0% ? Operating loss of $5.2 million Q1 2015 vs. operatin

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant, Completion of Acquisition or Disposition of Assets

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): April 1, 2015 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition, Other Events

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): April 28, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a15-894618k.htm 8-K 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): April 7, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission

PCM Completes Acquisition of Assets of En Pointe Technologies Sales, Inc.

EX-99.1 2 a15-87361ex99d1.htm EX-99.1 EXHIBIT 99.1 PCM Completes Acquisition of Assets of En Pointe Technologies Sales, Inc. El Segundo, California—April 1, 2015—PCM, Inc. (NASDAQ:PCMI) today announced that it has completed its acquisition of certain assets of En Pointe Technologies Sales, Inc. (“En Pointe”), one of the nation’s largest independent IT solutions providers, headquartered in Southern

PC Mall 8-K (Current Report/Significant Event)

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): April 1, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4518700 (I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): March 13, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

PCM to Acquire Assets of En Pointe Technologies Sales, Inc.

EXHIBIT 99.1 PCM to Acquire Assets of En Pointe Technologies Sales, Inc. El Segundo, California?March 16, 2015?PCM, Inc. (NASDAQ:PCMI) today announced that it has entered into an agreement to acquire the assets of En Pointe Technologies Sales, Inc.?s IT solutions provider business, excluding current tangible assets, such as accounts receivable and inventory. En Pointe Technologies Sales, Inc., one

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 12, 2015 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number

PCM REPORTS FOURTH QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS FOURTH QUARTER RESULTS Highlights (Continuing Operations for Fourth Quarter 2014 compared to Fourth Quarter 2013): · Net sales: increased 1% to $359.2 million · Gross profit: increased 4% to $50.2 million · Gross profit margin: increased to 14.0% from 13.5% · Operating profit: increased 7% to $4.5 million ·

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 rrd453.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 4)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2014 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

Entry into a Material Definitive Agreement

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): December 23, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): November 6, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4518700

PCM REPORTS THIRD QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS THIRD QUARTER RESULTS Highlights (Continuing operations in Q3 2014 compared to Q3 2013): · Net sales: increased to $339.1 million · Gross profit: decreased 6% to $45.5 million (prior year included a $1.1 million benefit related to an LCD class action settlement) · Gross profit margin: decreased to 13.4% from

Entry into a Material Definitive Agreement

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): October 30, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4518700

Employment Agreement by and between PCM, Inc. and Robert J. Miley, dated October 31, 2014 (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on November 5, 2014)

Exhibit 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Robert Jay Miley (“Executive”) and PCM, Inc. (individually and collectively with PCM, Inc.’s subsidiaries “PCM” or the “Company”). The Agreement shall take effect on October 31, 2014. RECITALS A. PCM, through its subsidiaries, operates as a value-added technology solution provider

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): October 31, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number)

PCM Announces Hiring of Robert Jay Miley as President

Exhibit 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM Announces Hiring of Robert Jay Miley as President El Segundo, California — November 5, 2014 — PCM, Inc. (NASDAQ: PCMI), a leading technology solutions provider, announced today it has hired Robert Jay Miley as President, a position previously held by the Company’s Chairman and CEO, Frank Khulusi. Mr. Miley, working

Termination of a Material Definitive Agreement

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): October 7, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number)

PURCHASE AND SALE AGREEMENT

EXHIBIT 10.1 PURCHASE AND SALE AGREEMENT THIS AGREEMENT (this “Agreement”) is executed as of August 6, 2014 (the “Effective Date”), by and between M2 MARKETPLACE INC., a Delaware corporation, (“Seller”), and THE REGENTS OF THE UNIVERSITY OF CALIFORNIA, a California corporation, (“Buyer”). RECITALS: A. Seller is the owner of the fee simple interest in certain improved real property, located at 1501

Entry into a Material Definitive Agreement, Financial Statements and Exhibits

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): August 6, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

PCM REPORTS SECOND QUARTER RESULTS

EXHIBIT 99.1 Contact: Budd Zuckerman Genesis Select Corporation (303) 415-0200 PCM REPORTS SECOND QUARTER RESULTS Highlights (Continuing operations in Q2 2014 compared to Q2 2013): · Signed definitive agreement to sell property in Santa Monica for $20.2 million; upon closing, expected in the 4th quarter, we will record approximately $15 million of gain · Shut down several underperforming and non-s

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): August 7, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4518700 (

Submission of Matters to a Vote of Security Holders

8-K 1 a14-1821418k.htm 8-K 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 30, 2014 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission Fil

PCMI / PC Mall, Inc. DEF 14A - - DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

PCM REPORTS RECORD FIRST QUARTER RESULTS AND ITS HIGHEST EVER QUARTERLY GROSS PROFIT MARGIN

EX-99.1 2 a14-112021ex99d1.htm EX-99.1 EXHIBIT 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PCM REPORTS RECORD FIRST QUARTER RESULTS AND ITS HIGHEST EVER QUARTERLY GROSS PROFIT MARGIN Highlights (Q1 2014 compared to Q1 2013): · Record first quarter net sales: increased 1% to $339.1 million - increased 17% in Public Sector · Record first quarter gross profit: incre

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a14-1120218k.htm 8-K 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): April 29, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation)

THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EX-10.1 2 a14-111831ex10d1.htm EX-10.1 EXHIBIT 10.1 THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS THIRD AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of April , 2014, is entered into by and among PCM, INC., a Delaware corporation formerly known as PC Mall, Inc. (“PCM”), PCM SALES, INC., a California corporation for

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): April 24, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers - 8-K

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): April 1, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Number) (I

PCMI / PC Mall, Inc. / KHULUSI FRANK F - SC 13D/A Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D/A Under the Securities Act of 1934 (Amendment No. 4)* PCM, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 69323 K 100 (CUSIP Number) Frank F. Khulusi Chief Executive Officer PCM, Inc. 1940 East Mariposa Avenue El Segundo, CA 90245 (310) 354-5600 (Name, Address and Telephone Num

PC Mall 10-K (Annual Report)

10-K 1 a13-26198110k.htm 10-K UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 10-K x ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the fiscal year ended December 31, 2013 o TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 For the transition period from to Commission File Number: 0-25790

PCMI / PC Mall, Inc. / LALJI FIROZ - SC 13D Activist Investment

SC 13D 1 d692677dsc13d.htm SC 13D SCHEDULE 13D CUSIP No. 69323 K 100 Page 1 of 9 Pages SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 SCHEDULE 13D INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13D-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13D-2(a) (Amendment No. ) PCM, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69323 K 100 (CUSIP Number)

SCHEDULE 13D CUSIP No. 69323 K 100 Page 9 of 9 Pages JOINT FILING AGREEMENT

EX-99.1 SCHEDULE 13D CUSIP No. 69323 K 100 Page 9 of 9 Pages JOINT FILING AGREEMENT The undersigned agree that the statement on Schedule 13D, dated March 12, 2014, with respect to the Common Stock of PCM, Inc. is, and any amendments hereto signed by each of the undersigned shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13(d) under the Securities E

PCM REPORTS FULL YEAR AND FOURTH QUARTER 2013 RESULTS

EXHIBIT 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PCM REPORTS FULL YEAR AND FOURTH QUARTER 2013 RESULTS Highlights (2013 compared to 2012): Full Year: · Net sales: increased to $1,424.2 million - increased 3% excluding MacMall · Gross profit: increased 2% to $197.8 million — gross profit margin increased to 13.9% from 13.7% · Operating profit: increased 38% to

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a14-665018k.htm 8-K 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): February 26, 2014 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commiss

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2013 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to which this Schedule is fil

Submission of Matters to a Vote of Security Holders

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) 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 25, 2013 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File Numbe

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a13-2522618k.htm 8-K 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): November 22, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporati

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a13-2356118k.htm 8-K 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): November 6, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporatio

PCM REPORTS THIRD QUARTER RESULTS

EXHIBIT 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PCM REPORTS THIRD QUARTER RESULTS Third Quarter Highlights (2013 compared to 2012): · Q3 net sales: decreased 1% to $348.5 million, but increased 2% in Commercial and 6% in Public Sector · Q3 gross profit: increased 2% to $49.6 million — gross profit margin increased to 14.2% from 13.7% · Q3 operating profit: in

SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT

EXHIBIT 10.1 SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT THIS SECOND AMENDMENT TO THIRD AMENDED AND RESTATED LOAN AND SECURITY AGREEMENT (this “Amendment”), dated as of September 10, 2013, is entered into by and among PCM, INC., a Delaware corporation formerly known as PC Mall, Inc. (“PCM”), PCM SALES, INC., a California corporation formerly known as PC Mall Sales, I

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): September 10, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Numbe

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a13-1793118k.htm 8-K 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): August 6, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commissio

PCM REPORTS RECORD SECOND QUARTER RESULTS

EXHIBIT 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PCM REPORTS RECORD SECOND QUARTER RESULTS Second Quarter Highlights (2013 compared to 2012): · Record Q2 net sales: increased 4% to $366.4 million · Record Q2 gross profit: increased 5% to $51.1 million — gross profit margin increased to 14.0% from 13.8% · Record Q2 EBITDA: increased 40% to $9.2 million, or $9.3

Submission of Matters to a Vote of Security Holders

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 25, 2013 PC MALL, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File Number) (I.R.S. Emplo

PCMI / PC Mall, Inc. / Kimerling Jonathan L - AMENDMENT NO. 6 Activist Investment

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO § 240.13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO § 240.13d-2(a) (Amendment No. 6)1 PC Mall, Inc. (Name of Issuer) Common Stock, $0.001 Par Value (Title of Class of Securities) 69323 K 100 (CUSIP Number) STEVE WOLOSKY, ESQ. OLSHAN FROM

- DEF 14A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 14A (Rule 14a-101) SCHEDULE 14A INFORMATION Proxy Statement Pursuant to Section 14(a) of the Securities Exchange Act of 1934 (Amendment No. ) Filed by the Registrant x Filed by a Party other than the Registrant o Check the appropriate box: o Preliminary Proxy Statement o Confidential, for Use of the Commission Only (a

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Financial Statements and Exhibits

8-K 1 a13-1323618k.htm 8-K 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 20, 2013 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File

Form of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (partial acceleration upon change of control) (incorporated herein by reference to Exhibit 10.2 to the Company’s Current Report on Form 8-K filed with the Commission on May 24, 2013)

EXHIBIT 10.2 PCM, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (DOUBLE TRIGGER FORM) This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of , , 20 , by and between PCM, INC., a Delaware corporation (the “Company”), and (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such

Form of Restricted Stock Unit Agreement under the PCM, Inc. 2012 Equity Incentive Plan (full acceleration upon change of control) (incorporated herein by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed with the Commission on May 24, 2013)

EXHIBIT 10.1 PCM, INC. 2012 EQUITY INCENTIVE PLAN RESTRICTED STOCK UNIT AGREEMENT (SINGLE TRIGGER FORM) This RESTRICTED STOCK UNIT AGREEMENT (this “Agreement”) is made as of , , 20 , by and between PCM, INC., a Delaware corporation (the “Company”), and (the “Grantee”). 1. Certain Definitions. Capitalized terms used, but not otherwise defined, in this Agreement will have the meanings given to such

PCM REPORTS FIRST QUARTER 2013 RESULTS

EXHIBIT 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PCM REPORTS FIRST QUARTER 2013 RESULTS First Quarter Highlights (2013 compared to 2012): · Q1 net sales increased $2.5 million, or 1% to a first quarter record $337.2 million · Q1 gross profit increased $0.2 million to a first quarter record $47.0 million · Q1 EBITDA increased 78% to $5.8 million, and was $6.1 m

Financial Statements and Exhibits, Results of Operations and Financial Condition

8-K 1 a13-1188218k.htm 8-K 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 9, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (C

Financial Statements and Exhibits, Changes in Registrant's Certifying Accountant

8-K 1 a13-990818k.htm 8-K 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): April 7, 2013 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of Incorporation or

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Exhibit 16.1 April 10, 2013 Securities and Exchange Commission 100 F Street, N.E. Washington, DC 20549 Commissioners: We have read the statements made by PCM, Inc. (copy attached), which we understand will be filed with the Securities and Exchange Commission, pursuant to Item 4.01 of Form 8-K, as part of the Form 8-K of PCM, Inc. dated April 7, 2013. We agree with the statements concerning our Fir

Entry into a Material Definitive Agreement, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

8-K 1 a13-884818k.htm 8-K 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): March 22, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation)

Results of Operations and Financial Condition - 8-K/A

UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 8-K/A (Amendment No. 1) CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (date of earliest event reported): February 28, 2013 PCM, INC. (Exact Name of Registrant as Specified in its Charter) Delaware 000-25790 95-4518700 (State or Other Jurisdiction of (Commission File N

PCM REPORTS FOURTH QUARTER 2012 RESULTS

EX-99.1 2 a13-62611ex99d1.htm EX-99.1 EXHIBIT 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PCM REPORTS FOURTH QUARTER 2012 RESULTS Fourth Quarter Highlights (2012 compared to 2011): · Q4 net sales increased $2.2 million, or 1% to $382.0 million · Q4 gross profit increased $0.1 million to $50.5 million · Q4 EBITDA increased 118% to $8.6 million and increased 123% t

Financial Statements and Exhibits, Results of Operations and Financial Condition

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): February 28, 2013 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-451870

PCMI / PC Mall, Inc. / PERRITT CAPITAL MANAGEMENT INC Passive Investment

SC 13G/A 1 cg197.htm UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 3)* PC Mall, Inc. (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule pursuant to

PCMI / PC Mall, Inc. / DIMENSIONAL FUND ADVISORS LP - SCHEDULE 13G/A Passive Investment

SC 13G/A 1 rrd440.htm SCHEDULE 13G/A UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. 2)* PCM INC (Name of Issuer) Common Stock (Title of Class of Securities) 69323K100 (CUSIP Number) December 31, 2012 (Date of Event Which Requires Filing of this Statement) Check the appropriate box to designate the rule p

PC Mall Changes its Corporate Name to PCM, Inc. and Ticker Symbol to PCMI

Exhibit 99.1 PC Mall Changes its Corporate Name to PCM, Inc. and Ticker Symbol to PCMI EL SEGUNDO, CA — January 2, 2013 — PCM, Inc. (NASDAQ: PCMI)(formerly PC Mall, Inc. (NASDAQ:MALL)) announced today that effective December 31, 2012, we have changed our legal corporate name to PCM, Inc. from PC Mall, Inc. In connection with the rebranding, effective January 2, 2013, our Common Stock commenced tra

Certificate of Ownership and Merger merging PCM, Inc. with and into PC Mall, Inc. effective December 31, 2012 (incorporated herein by reference to Exhibit 3.1 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2013)

Exhibit 3.1 Delaware The First State I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES: “PCM, INC.”, A DELAWARE CORPORATION, WITH AND INTO “PC MALL, INC.” UNDER THE NAME OF “PCM, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AN

Certificate of Secretary certifying amendment of Bylaws effective December 31, 2012 (incorporated herein by reference to Exhibit 3.2 to the Company’s Current Report on Form 8-K filed with the Commission on January 2, 2013)

Exhibit 3.2 CERTIFICATE OF SECRETARY AMENDMENT TO THE BYLAWS OF PC MALL, INC. The undersigned does hereby certify that: 1. He is the duly elected and acting Secretary of PC Mall, Inc., a Delaware Corporation (the “Company”); and 2. The Bylaws of the Company shall be amended to reflect the new name of the Company by changing all references to the name of the Company from “PC Mall, Inc.” to “PCM, In

Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year, Financial Statements and Exhibits, Other Events - 8-K

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): December 31, 2012 PCM, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-451870

EMPLOYMENT AGREEMENT

EX-10.1 2 a12-284451ex10d1.htm EX-10.1 EXHIBIT 10.1 EMPLOYMENT AGREEMENT This Employment Agreement (the “Agreement”) is made and entered into by and between Oren J. Hartman (“Executive”) and PC Mall, Inc. (individually and collectively with its subsidiaries, successors or assigns “PC Mall” or the “Company”). The Agreement shall take effect on November 27, 2012. RECITALS A. PC Mall, Inc., through i

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits

8-K 1 a12-2844518k.htm 8-K 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): November 27, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorpo

PC Mall Hires Oren J. Hartman as Executive Vice President Industry Veteran to Lead PCM’s Effort in the Small and Mid-Sized business market

EXHIBIT 99.1 PC Mall Hires Oren J. Hartman as Executive Vice President Industry Veteran to Lead PCM’s Effort in the Small and Mid-Sized business market EL SEGUNDO, CA — December 3, 2012 - PC Mall, Inc. (NASDAQ:MALL) announced today that the Company has hired Oren J. Hartman as its Executive Vice President of Corporate Sales. Mr. Hartman, reporting to the Company’s CEO, will be responsible for PCM’

Financial Statements and Exhibits, Results of Operations and Financial Condition - 8-K

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): November 8, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Num

PC MALL REPORTS THIRD QUARTER 2012 RESULTS

Exhibit 99.1 Contact: Matt Selinger, Partner Genesis Select Corporation (303) 415-0200 PC MALL REPORTS THIRD QUARTER 2012 RESULTS Third Quarter Highlights (2012 compared to 2011): · Q3 net sales decreased $2.9 million, or 1%, to $364.6 million · Q3 gross profit decreased $1.8 million to $48.4 million · Q3 gross profit margin decreased to 13.3% from 13.7% · Q3 EBITDA increased 10% to $7.1 million a

THIRD AMENDMENT TO LEASE AGREEMENT

EXHIBIT 10.1 THIRD AMENDMENT TO LEASE AGREEMENT This THIRD AMENDMENT TO LEASE AGREEMENT (this “Amendment”) is made and entered into as of September 5, 2012, by and between G&I VII SOUTHPOINT I AND II LLC, a Delaware limited liability company (“Landlord”), and AF SERVICES, LLC, a Delaware limited liability company (“Tenant”). BACKGROUND: A. On October 2, 2003, Landlord’s predecessor in interest (“O

Entry into a Material Definitive Agreement, Financial Statements and Exhibits, Creation of a Direct Financial Obligation or an Obligation under an Off-Balance Sheet Arrangement of a Registrant

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): October 3, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware 000-25790 95-4518700 (State or other jurisdiction of incorporation) (Commission File Numb

Other Events

8-K 1 a12-2158418k.htm 8-K 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): September 13, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (C

PC MALL ANNOUNCES RETIREMENT OF KRISTIN ROGERS Executive Vice President of Marketing to Retire after 12 Years of Service

EXHIBIT 99.1 PC MALL ANNOUNCES RETIREMENT OF KRISTIN ROGERS Executive Vice President of Marketing to Retire after 12 Years of Service El Segundo, California — September 11, 2012 — PC Mall, Inc. (NASDAQ:MALL), a leading IT solutions provider, today announced that Kristin Rogers, its Executive Vice President of Marketing, is retiring on September 30, 2012. Ms. Rogers joined the Company in 2000 and p

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers, Entry into a Material Definitive Agreement, Financial Statements and Exhibits - 8-K

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): September 11, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Commission File Number) 95-4

RETIREMENT, SEVERANCE AND RELEASE AGREEMENT

EXHIBIT 10.1 RETIREMENT, SEVERANCE AND RELEASE AGREEMENT This Retirement, Severance and Release Agreement (“Agreement”) is entered into by and between Kristin Rogers (the “Executive”) and PC Mall, Inc. (“PC Mall” or the “Company”). RECITALS Executive has been employed by the Company as an executive officer. Executive and the Company desire to provide for her retirement and accordingly end their em

Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers

8-K 1 a12-1848418k.htm 8-K 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): August 10, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Comm

Termination of a Material Definitive Agreement

8-K 1 a12-1839318k.htm 8-K 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): August 15, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Comm

Termination of a Material Definitive Agreement

8-K 1 a12-1829218k.htm 8-K 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): August 10, 2012 PC Mall, Inc. (Exact name of registrant as specified in its charter) Delaware (State or other jurisdiction of incorporation) 000-25790 (Comm

- S-8

S-8 1 a12-178861s8.htm S-8 As filed with the Securities and Exchange Commission on August 10, 2012 Registration No. 333- UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 PC MALL, INC. (Exact name of Registrant as specified in its charter) Delaware 95-4518700 (State or Other Jurisdiction (I.R.S. Employer of Inco