<PAGE> 1
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 18, 1999
Insight Enterprises, Inc.
(Exact Name of Registrant as Specified in its Charter)
Delaware 0-2 5 0 9 2 86-0766246
(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation or organization) File Number) Identification No.)
6820 South Harl Avenue, Tempe, Arizona 85283
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (480) 902-1001
Not Applicable
(Former name or Former Address, if Changed Since Last Report)
<PAGE> 2
Item 5. Other Events.
On October 18, 1999, Insight Enterprises, Inc., a Delaware corporation
("Insight"), announced that it terminated the merger agreement between Insight
and Action Computer Supplies Holdings PLC, a company registered in England
("Action"), which was originally announced on May 10, 1999 and subsequently
revised on July 27, 1999, in light of the deterioration in Action's operating
results and the difficult near-term market conditions expected by Action related
to the slowdown in customer spending due to Year 2000 concerns.
Item 7. Financial Statements and Exhibits.
<TABLE>
<CAPTION>
Exhibit Number
- --------------
<S> <C>
99.1 October 18, 1999 press release
</TABLE>
2
<PAGE> 3
SIGNATURE
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.
INSIGHT ENTERPRISES, INC.
(Registrant)
/s/ ERIC J. CROWN
Date: October 18, 1999 By: ___________________________
Eric J. Crown
Chief Executive Officer
<PAGE> 4
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
99.1 October 18, 1999 press release
</TABLE>
<PAGE> 1
Exhibit 99.1
[INSIGHT LOGO]
INSIGHT ENTERPRISES, INC. TERMINATES PROPOSED MERGER
WITH ACTION COMPUTER SUPPLIES
Tempe, Arizona - October 18, 1999 - Leading global computer direct marketer
INSIGHT ENTERPRISES, INC. (NASDAQ: NSIT) announced today that its Board of
Directors has terminated the agreement for the proposed merger between Insight
and Action Computer Supplies Holdings plc (LSE:ACS) announced on May 10, 1999
and subsequently revised on July 27, 1999, in light of the deterioration in
Action's operating results and the difficult near-term market conditions
expected by Action related to the slowdown in customer spending due to Y2K
concerns. This termination, as a result of material adverse change, is after
consultation with the UK Panel on Takeovers and Mergers, which has given its
consent to the UK merger documentation not being published.
Tim Crown, president of Insight, commented, "We are obviously disappointed that
the proposed merger will not be completed. While we believe there were strategic
benefits to merging with Action, the Board of Directors has decided that given
the recent and expected weak near-term financial performance of Action, the
merger is not in the best interests of our shareholders. Insight has experienced
many years of record sales and earnings growth and we will continue to entertain
only those opportunities that foster continued rapid growth and increased
shareholder value. We are confident that we can successfully execute our
strategy of global expansion independent of this merger."
Insight expects to take a nonrecurring charge of approximately $2.3 million
dollars related to the proposed merger in the fourth quarter of 1999. Insight
will announce its third quarter results on October 26, 1999.
ABOUT INSIGHT: Insight is a global direct marketer of brand name computers,
hardware and software with locations in the United States, United Kingdom,
Canada and Germany. The Company markets primarily to small- and medium-sized
businesses through a combination of a strong outbound telephone-based sales
force, electronic commerce at www.insight.com and electronic marketing.
Insight's net sales for the 12 months ended June 30, 1999 were $1.262 billion.
For product sales or Company information visit www.insight.com.
CONTACTS:
STANLEY LAYBOURNE VALERIE J. PAXTON
CHIEF FINANCIAL OFFICER, VICE PRESIDENT,
SECRETARY AND TREASURER CORPORATE COMMUNICATIONS
TEL. 480/350-1142 TEL. 480/350-1611
EMAIL [email protected] EMAIL: [email protected]
