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Form 8-K SCANSOURCE INC For: Sep 08

September 8, 2015 4:28 PM EDT

 

 

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 8, 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)

 

(I.R.S. Employer

Identification Number)

6 Logue Court, Greenville, South Carolina 29615

(Address, Including Zip Code, of Principal Executive Offices)

(864) 288-2432

(Registrant’s Telephone Number, Including Area Code)

N/A

(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))

 

 

 


Item 8.01 Other Events.

On September 8, 2015, ScanSource, Inc. (the “Company”) issued a press release announcing the closing of the acquisition of KBZ Communications, Inc., a Pennsylvania corporation (“KBZ”), pursuant to which a wholly-owned subsidiary of the Company, acquired 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) Exhibits

 

99.1    Press Release issued by ScanSource, Inc. on September 8, 2015.


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: September 8, 2015     By:  

/s/ John J. Ellsworth

    Name:   John J. Ellsworth
    Its:   Executive Vice President, General Counsel and Corporate Secretary


EXHIBIT INDEX

 

Exhibit
No.

  

Description

99.1    Press Release issued by ScanSource, Inc. on September 8, 2015.

LOGO

 

For Immediate Release

September 8, 2015

   Contact:   

Media: Melissa Andrews

864.286.4425

[email protected]

 

Investors: Mary Gentry

864.286.4892

[email protected]

SCANSOURCE COMPLETES ACQUISITION OF KBZ,

A LEADING CISCO VIDEO CONFERENCING DISTRIBUTOR

GREENVILLE, SC – ScanSource, Inc. (NASDAQ: SCSC), the leading international value-added distributor of specialty technology products, has closed its purchase of KBZ, an award-winning Cisco Authorized Distributor specializing in video conferencing, cloud, and services. ScanSource announced the execution of a letter of intent to purchase the assets of KBZ on August 18, 2015. 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. This acquisition enables ScanSource to enhance its focus on Cisco’s solutions, combining the strengths of both distributors to provide a more robust portfolio of products, solutions and services. KBZ also brings a specialized public sector team to accelerate sales to Federal, state and local governments.

“We are very pleased to have KBZ as a part of the ScanSource team,” said Mike Baur, CEO, ScanSource, Inc. “With the sharing of our value-added services, best practices, ideas and opportunities, we will be able to offer better programs and more support to our partners.”

KBZ’s Vice President Kyle Zorzi, along with the KBZ team, will join ScanSource. Mr. Zorzi will serve as Senior Vice President of KBZ, a ScanSource Company. He will report to Tony Sorrentino, President of ScanSource Security. For more information on ScanSource, please visit 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, or the continued ability for KBZ to demonstrate sales growth. 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, 2015 and its 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 is headquartered in Greenville, South Carolina and was named one of the 2015 Best Places to Work in South Carolina. ScanSource ranks #775 on the Fortune 1000. For more information, visit www.scansource.com.

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