SCANSOURCE INC
8-K, 1997-03-27
COMPUTERS & PERIPHERAL EQUIPMENT & SOFTWARE
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<PAGE>
 
                      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)  March 24, 1997
                                                        ----------------

                               ScanSource, Inc.
            ------------------------------------------------------
            (Exact Name of Registrant as Specified in Its Charter)


       South Carolina                   1-12842                57-0965380
- ----------------------------       ----------------         ----------------
(State or Other Jurisdiction       (Commission File         (I.R.S. Employer
     of Incorporation)                 Number)               Identification)


                 6 Logue Court, Suite G, Greenville, SC 29615
         ------------------------------------------------------------
         (Address, Including Zip Code of Principal Executive Offices)


                                (803) 288-2432
             ----------------------------------------------------
             (Registrant's Telephone Number, Including Area Code)


                                      N/A
         -------------------------------------------------------------
         (Former Name or Former Address, if Changed Since Last Report)


This document contains a total of 3 pages. The exhibit index is set forth on 
sequentially numbered page 2.

<PAGE>
 
ITEM 5. OTHER EVENTS.

       On March 24, 1997, ScanSource, Inc., announced that it was withdrawing
its proposed public offering of two million shares of its Common Stock. A copy
of the News Release is attached hereto as Exhibit 99 (page 3 of 3).

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS

      (a)  Not applicable.

      (b)  Not applicable.

      (c)  Exhibits.

           Exhibits 99, News Release, dated March 24, 1997.

                                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: March 24, 1997                    By: /s/ Jeffery A. Bryson
                                           -------------------------        
                                           Jeffery A. Bryson
                                           Chief Financial Officer





                                       2




   
 

<PAGE>

                                  Exhibit 99
 
                    [LETTERHEAD OF SCANSOURCE APPEARS HERE]

(BW) (SCANSOURCE) (SCSC) ScanSource withdraws stock offering

        Business Editors

        GREENVILLE, S.C.--(BUSINESS WIRE)--March 24, 1997--ScanSource, Inc. 
(Nasdaq National Market Symbol:SCSC) announced today that it is withdrawing its 
proposed public offering of 2,000,000 shares of its Common Stock.

        ScanSource's Chairman and Chief Executive Officer, Steve Owings, 
stated, "We have concluded that it would not be in the best interest of existing
shareholders for the Company to sell its stock at current market prices.
Management believes the Company has sufficient resources at this time to
continue its growth strategy without the offering. We will evaluate our
alternatives again if market conditions improve."

        Certain matters discussed in this news release may be considered 
"forward-looking" statements within the meaning of Section 27A of the Securities
Act of 1933 and section 21E of the Securities Exchange Act of 1934. Such 
statements include declarations regarding the intent, belief or current 
expectations of the Company and its management. Prospective investors are 
cautioned that any such forward-looking statements are not guarantees of future 
performance and involve a number of risks and uncertainties that could 
materially affect actual results. Such risks and uncertainties are identified in
the Company's reports and registration statements filed with the Securities and 
Exchange Commission, including the registration statement on Form S-1 related to
the Company's public offering which it intends to withdraw.

        ScanSource is a leading value-added wholesale distributor of specialty 
technology products exclusively to resellers in the United States and Canada. 
The Company primarily distributes automatic-identification ("Auto-ID") and 
point-of-sale ("POS") products which interface with computer systems used to 
automate the collection, processing and communication of information for 
commercial and industrial applications, including retail sales, distribution, 
shipping, inventory control, materials handling, and warehouse management. 
SanSource currently markets more than 7,700 products from more than 40 hardware 
and software vendors through its central warehouse in Memphis, Tenn., to 
approximately 5,900 reseller customers.

        --30--LBH/ch*

        CONTACT:  ScanSource, Inc.
                  Jeffery A. Bryson, CFO, 864/288-2432

        KEYWORD:  SOUTH CAROLINA
        INDUSTRY: KEYWORD: COMPUTERS/ELECTRONICS COMED



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