Form 8-K SCANSOURCE INC For: Aug 18

 

 

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 18, 2015

 

 

ScanSource, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

South Carolina		000-26926		57-0965380
(State or other jurisdiction of incorporation)		(Commission File Number)		(IRS Employer Identification No.)

6 Logue Court

Greenville, South Carolina 29615

(Address of principal executive offices) (zip code)

(864) 288-2432

(Registrant’s telephone number, including area code)

Not Applicable

(Former name or former address, if changed since last report.)

 

 

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

 

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

 

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

 

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

 

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

 

 

 

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Item 8.01

Other Events.

On August 18, 2015, ScanSource, Inc. (the “Company”) issued a press release announcing the entrance by ScanSource, Inc. (“ScanSource”) into a letter of intent with KBZ Communications, Inc. (“KBZ”) pursuant to which ScanSource or an affiliate thereof would acquire substantially all of the assets of KBZ .

A copy of the press release is attached hereto as Exhibit 99.1 and incorporated herein by reference.

 

Item 9.01.

Financial Statements and Exhibits.

(d)

Exhibit

 

99.1		Press Release issued by ScanSource, Inc. on August 18, 2015.

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SIGNATURES

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

 

				ScanSource, Inc.
Date: August 18, 2015				By:		/s/ John J. Ellsworth
				Name:		John J. Ellsworth
				Its:		Executive Vice President, General Counsel and Corporate Secretary

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EXHIBIT INDEX

 

Exhibit No.		Description
99.1		Press Release issued by ScanSource, Inc. on August 18, 2015.

Exhibit 99.1

 

For Immediate Release		Contact:		Media: Melissa Andrews
August 18, 2015				864.286.4425
[email protected]
				Investors: Mary Gentry
				864.286.4892
				[email protected]

SCANSOURCE ANNOUNCES EXECUTION OF LETTER OF INTENT

TO ACQUIRE KBZ, A LEADING CISCO VIDEO CONFERENCING DISTRIBUTOR

GREENVILLE, SC – ScanSource, Inc. (NASDAQ: SCSC), the leading international value-added distributor of specialty technology products, today announced the execution of a letter of intent to purchase the assets of KBZ, an award-winning Cisco Authorized Distributor specializing in video conferencing, cloud, and services.

Founded in 1987 and based in Doylestown, Pennsylvania, KBZ operates in the United States and has approximately 75 employees. The company’s sales for the trailing twelve months ended June 30, 2015 are estimated to total over $225 million. The acquisition is expected to be accretive to earnings per share and ROIC in the first year after closing, excluding one-time acquisition costs.

KBZ, formerly Tandberg’s largest distributor prior to its 2009 acquisition by Cisco, focuses its business exclusively on Cisco and complementary vendors. KBZ provides scale, video conferencing expertise, and services success with its ZCare offering to expand ScanSource’s business with Cisco. KBZ also brings a specialized public sector team to accelerate sales to Federal, state and local governments. Like ScanSource, KBZ has a focus on providing value-added services and support for its reseller partners. Their regional alignment of sales teams provides continued interaction with resellers and Cisco sales teams. KBZ’s sole goal is to help resellers be successful in selling Cisco – they do this by empowering collaboration through a focus on business, technology and expertise. With extensive Cisco certifications, the KBZ team offers the industry’s highest level of technical expertise to resellers. KBZ was named Cisco Americas Collaboration Distributor of the Year in 2014 and Cisco Americas Cloud Distributor of the Year in 2015.

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KBZ’s Vice President Kyle Zorzi, along with the KBZ team, will join ScanSource. Mr. Zorzi joined KBZ in 2001 and currently oversees all sales and operations for KBZ, working closely with Cisco channel management teams to develop future business opportunities, strategic partnerships and best practices for partner development, partner and sales teaming, and value-added service offerings. Mr. Zorzi will serve as Senior Vice President of KBZ, a ScanSource Company. The company’s Owner and Founder, Ken Zorzi, will retire from the business.

“We are very committed to the Cisco business at ScanSource and are excited about the opportunities for growth for our partners through the planned acquisition of KBZ. Ken and Kyle Zorzi have grown KBZ to be a leading Cisco distributor, and Kyle will be instrumental to the continued success of the business,” said Mike Baur, CEO, ScanSource, Inc. “KBZ brings extensive experience in all of Cisco’s premise and cloud solutions, including video conferencing and services. We look forward to having Kyle and all of the KBZ employees as a part of the ScanSource team.”

“I’m very excited and proud to be a part of and contribute to the evolution of KBZ over the past 15 years. It has been a very special and unique opportunity for me to be able to work side-by-side with my father and build such an amazing successful company together,” said Kyle Zorzi. “We have a very special team of hard-working, dedicated, passionate people who love the technology and who go above and beyond every day for Cisco and our customers. I look forward to continuing our commitment to Cisco and our customers under ScanSource, as I believe they are the perfect fit for KBZ.”

The acquisition is expected to closed in the quarter ending September 30, 2015.

ScanSource management will discuss the planned acquisition on its earnings conference call, scheduled for Thursday, August 20, 2015 at 5:00 p.m. ET. The call may be accessed via a live Internet webcast in the Investor Relations section of ScanSource, Inc.’s web site, www.scansource.com.

Safe Harbor Statement

This press release contains comments that are “forward looking” statements that involve risks and uncertainties; these statements are subject to the safe harbor created by the Private Securities Litigation Reform Act of 1995. Any number of important factors could cause actual results to differ materially from anticipated results, including, but not limited to, the failure for the acquisition of KBZ to be accretive to earnings per share and ROIC in year one, the continued ability for KBZ to demonstrate sales growth, the potential for the acquisition to not close by the end of the quarter ending September 30, 2015, or at all, due to a variety of factors, including

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due diligence review and regulatory approvals. For more information concerning other factors that could cause actual results to differ from anticipated results, see the Company’s annual report on Form 10-K for the year ended June 30, 2014 and its subsequent quarterly reports on Form 10-Q filed with the Securities and Exchange Commission. You are cautioned not to place undue reliance on forward-looking statements, which speak only as of the date of this press release. We undertake no obligation to make any revisions to the forward-looking statements or to reflect events or circumstances after the date of this press release.

About ScanSource, Inc.

ScanSource, Inc. (NASDAQ: SCSC) is the leading international distributor of specialty technology products, focusing on point-of-sale (POS) and barcode, communications and physical security solutions. ScanSource’s teams provide value-added services and operate from two technology segments, Worldwide Barcode & Security and Worldwide Communications & Services. ScanSource is committed to helping its reseller customers choose, configure, and deliver the industry’s best products across almost every vertical market in North America, Latin America and Europe. Founded in 1992, the Company ranks #775 on the Fortune 1000. For more information, visit www.scansource.com.

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