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, 2000
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 1-13792
SYSTEMAX INC.
(Exact name of registrant as specified in its charter)
Delaware 11-3262067
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
22 Harbor Park Drive
Port Washington, New York 11050
(Address of registrant's principal executive offices)
(516) 608-7000
(Registrant's telephone number, including area code)
Indicate by check mark whether the registrant (1) has filed all reports required
to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during
the preceding 12 months (or for such shorter period that the registrant was
required to file such reports), and (2) has been subject to such filing
requirements for the past 90 days.
[X] Yes [ ] No
The number of shares outstanding of the registrant's Common Stock as of August
10, 2000 was 34,104,290.
<PAGE>
PART I - FINANCIAL INFORMATION
ITEM 1. FINANCIAL STATEMENTS
<TABLE>
<CAPTION>
SYSTEMAX INC.
Condensed Consolidated Balance Sheets
(IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------
June 30, December 31,
2000 1999
-------------- ----------------
(Unaudited)
ASSETS
------
CURRENT ASSETS:
<S> <C> <C>
Cash and cash equivalents $ 17,946 $ 17,470
Accounts receivable, net 185,692 200,082
Inventories 144,027 173,966
Prepaid expenses and other current assets 33,084 35,259
--------- ----------
Total current assets 380,749 426,777
PROPERTY, PLANT AND EQUIPMENT, net 64,967 46,839
GOODWILL, net 71,757 73,684
OTHER ASSETS 2,419 2,662
--------- ----------
TOTAL $ 519,892 $ 549,962
========= ==========
LIABILITIES AND STOCKHOLDERS' EQUITY
------------------------------------
CURRENT LIABILITIES:
Notes payable to banks $ 40,000 $ 9,000
Current portion of long-term debt 634
Accounts payable and accrued expenses 183,670 230,252
--------- ----------
Total current liabilities 223,670 239,886
--------- ----------
LONG-TERM DEBT 1,740
----------
STOCKHOLDERS' EQUITY:
Preferred stock
Common stock, par value $.01 per share, issued 38,231,990 shares,
outstanding 34,104,290 and 35,237,790 shares 382 382
Additional paid-in capital 176,743 176,743
Accumulated other comprehensive income (loss) (8,912) (4,598)
Retained earnings 176,498 174,468
--------- ----------
344,711 346,995
--------- ----------
Less: Common stock in treasury at cost - 4,127,700 and 2,994,200 shares 48,489 38,659
--------- ----------
Total stockholders' equity 296,222 308,336
--------- ----------
TOTAL $ 519,892 $ 549,962
========= ==========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEMAX INC.
Condensed Consolidated Statements of Operations
(IN THOUSANDS, EXCEPT PER SHARE AMOUNTS)
-------------------------------------------------------------------------------------------------------------------
Six Month Three Month
Periods ended Periods ended
JUNE 30, JUNE 30,
--------------------------- ----------------------------
2000 1999 2000 1999
---- ------ ---- ----
---------------(Unaudited)------------
<S> <C> <C> <C> <C>
NET SALES $ 859,857 $ 835,451 $ 406,870 $ 413,800
COST OF SALES 719,801 679,917 344,371 337,578
-------- -------- --------- ----------
GROSS PROFIT 140,056 155,534 62,499 76,222
SELLING, GENERAL
AND ADMINISTRATIVE EXPENSES 134,442 129,433 64,231 67,292
-------- -------- --------- ----------
INCOME (LOSS) FROM OPERATIONS 5,614 26,101 (1,732) 8,930
OTHER - net (2,231) 350 (1,667) 20
-------- -------- --------- ----------
INCOME (LOSS) BEFORE INCOME TAXES 3,383 26,451 (3,399) 8,950
PROVISION (BENEFIT) FOR INCOME TAXES 1,353 10,458 (1,359) 3,720
-------- -------- --------- ----------
NET INCOME (LOSS) $ 2,030 $ 15,993 $ (2,040) $ 5,230
========= ========= ========== ==========
Net income (loss) per common share:
Basic $ .06 $ .44 $ (.06) $ .15
========= ========= ========== ==========
Diluted $ .06 $ .44 $ (.06) $ .15
========= ========= ========== ==========
Common and common equivalent shares outstanding:
Basic 34,594 35,941 34,167 35,818
========= ========= ========== ==========
Diluted 34,636 35,976 34,167 35,838
========= ========= ========== ==========
See notes to condensed consolidated financial statements
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEMAX INC.
Condensed Consolidated Statement of Stockholders' Equity
(IN THOUSANDS)
-------------------------------------------------------------------------------------------------------------------
Common Stock Accumulated
------------- Additional Other Treasury
Number of Paid-in Retained Comprehensive Stock
Shares Amount Capital Earnings Income (Loss) At Cost
<S> <C> <C> <C> <C> <C> <C>
Balances, December 31, 1999 35,238 $ 382 $ 176,743 $ 174,468 $ (4,598) $ (38,659)
Change in cumulative translation adjustment (4,314)
Purchase of treasury shares (1,134) (9,830)
Net income 2,030
-------- -------- --------- --------- ---------- ---------
BALANCES, JUNE 30, 2000 34,104 $ 382 $ 176,743 $ 176,498 $ (8,912) $ (48,489)
======== ======== ========= ========= ========== ==========
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
<TABLE>
<CAPTION>
SYSTEMAX INC.
Condensed Statements of Consolidated Cash Flows
(IN THOUSANDS)
---------------------------------------------------------------------------------------------------------------------------
SIX-MONTH PERIOD
ENDED JUNE 30,
2000 1999
----------------------------
(UNAUDITED)
CASH FLOWS PROVIDED BY (USED IN) OPERATING ACTIVITIES:
<S> <C> <C>
Net income $ 2,030 $ 15,993
Adjustments to reconcile net income to net cash provided by
operating activities:
Depreciation and amortization, net 6,505 7,213
Provision for returns and doubtful accounts 4,343 3,351
Changes in certain assets and liabilities:
Accounts receivable 8,742 (24,767)
Inventories 26,845 10,177
Prepaid expenses and other current assets 2,213 (7,791)
Accounts payable and accrued expenses (44,124) 6,610
--------- -------
Net cash provided by operating activities 6,554 10,786
--------- -------
CASH FLOWS PROVIDED BY (USED IN) INVESTING ACTIVITIES:
Investments in property, plant and equipment (24,540) (7,419)
Net change in short-term investments 5,050
Acquisitions, net of cash acquired (8,398)
--------- --------
Net cash used in investing activities (24,540) (10,767)
---------- --------
CASH FLOWS PROVIDED BY (USED IN) FINANCING ACTIVITIES:
Purchase of treasury shares (9,830) (5,719)
Proceeds from short-term borrowings from banks 31,000
Repayments of long-term borrowings (2,286) (2,325)
---------- ----------
Net cash provided by (used in) financing activities 18,884 (8,044)
--------- ----------
EFFECTS OF EXCHANGE RATES ON CASH (422) 703
--------- ----------
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS 476 (7,322)
CASH AND CASH EQUIVALENTS - BEGINNING OF PERIOD 17,470 42,029
--------- --------
CASH AND CASH EQUIVALENTS - END OF PERIOD $ 17,946 $34,707
========= =======
See notes to condensed consolidated financial statements.
</TABLE>
<PAGE>
SYSTEMAX INC.
NOTES TO CONDENSED CONSOLIDATED FINANCIAL STATEMENTS
1. DESCRIPTION OF BUSINESS
The accompanying condensed consolidated financial statements include the
accounts of Systemax Inc. and its wholly-owned subsidiaries (collectively,
the "Company" or "Systemax"). The Company is a corporate supplier of
personal computers (PCs), notebook computers, computer related products and
industrial products in North America and Europe. Systemax markets these
products through an integrated system of distinctively branded full-color
direct mail catalogs, proprietary "e-commerce" Internet sites and
personalized "relationship marketing" to business customers.
2. BASIS OF PRESENTATION
Net income (loss) per common share - basic was calculated based upon the
weighted average number of common shares outstanding during the respective
periods presented. Net income (loss) per common share - diluted was
calculated based upon the weighted average number of common shares
outstanding and included the equivalent shares for dilutive options
outstanding during the respective periods.
All intercompany accounts and transactions have been eliminated in
consolidation.
Comprehensive income (loss) - Comprehensive income (loss) consists of net
income (loss) and foreign currency translation adjustments and is included
in the Condensed Consolidated Statement of Shareholders' Equity. For the
six month periods comprehensive income was ($734,000) in 2000 and
$13,083,000 in 1999 net of tax effects on currency translation adjustments
of $1,550,000 in 2000 and $1,749,000 in 1999. For the three month periods,
comprehensive income (loss) was ($3,263,000) in 2000 and $3,937,000 in 1999
net of tax effects on currency translation adjustments of $607,000 in 2000
and $799,000 in 1999.
In the opinion of the Company, the accompanying unaudited condensed
consolidated financial statements contain all normal and recurring
adjustments necessary to present fairly the financial position of the
Company as of June 30, 2000 and the results of operations for the six month
periods ended June 30, 2000 and 1999, cash flows for the six months ended
June 30, 2000 and 1999 and changes in stockholders' equity for the six
months ended June 30, 2000. The December 31, 1999 condensed consolidated
balance sheet has been extracted from the audited consolidated financial
statements included in the Company's Annual Report on Form 10-K for the
year ended December 31, 1999.
These condensed consolidated financial statements should be read in
conjunction with the Company's audited consolidated financial statements as
of December 31, 1999 and for the period then ended. The results for the six
months ended June 30, 2000 are not necessarily indicative of the results
for an entire year.
In December 1999, the Securities and Exchange Commission (SEC) issued Staff
Accounting Bulletin No. 101 ("SAB 101"), "Revenue Recognition in Financial
Statements." SAB 101 summarizes certain SEC's views in applying generally
accepted accounting principles to revenue recognition in financial
statements. The Company is required to adopt SAB 101 no later than the
first quarter of fiscal 2001. Systemax is currently evaluating the impact
of SAB 101 on the Company's results of operations and financial position.
3. SEGMENT INFORMATION
The Company is engaged in a single reportable segment, the marketing and
sales of various business products. Financial information relating to the
Company's operations by geographic area was as follows:
<TABLE>
<CAPTION>
Six Month Three Month
Periods ended Periods ended
JUNE 30, JUNE 30,
------------- -------------
2000 1999 2000 1999
---- ---- ---- ----
<S> <C> <C> <C> <C>
North America $ 579,455 $ 605,989 $ 280,135 $ 302,047
Europe 280,402 229,462 126,735 111,753
--------- ---------- --------- ---------
Consolidated $859,857 $ 835,451 $406,870 $ 413,800
======== ========= ======== ========
</TABLE>
Revenues are attributed to countries based on location of selling
subsidiary.
ITEM 2. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS.
THREE MONTHS ENDED JUNE 30, 2000 COMPARED TO THREE MONTHS ENDED JUNE 30,
1999
Net sales for the three months ended June 30, 2000 decreased 2% to $407
million compared to $414 million in the year-ago quarter. The decrease was
attributable to lower North American computer related product sales. The
total number of orders shipped decreased 8% compared to the year-ago
quarter while the average order value increased 6% from the prior year.
European sales increased 13% to $127 million (representing 31% of worldwide
sales) compared to $112 million in the year-ago quarter. The effect of
changes in exchange rates on European sales for the three months resulted
in an 8% unfavorable comparison.
Gross profit was $62.5 million, or 15.4% of sales, compared to $76.2
million, or 18.4% of sales, in the year-ago quarter, a decrease of $13.7
million. The decrease in the gross profit percentage was due to increased
technical support and service costs and expenses associated with increased
levels of inventory in the Company's PC assembly business. Increased
relationship sales and a relatively lower sales contribution from
higher-margin industrial products affected the gross profit percentage
unfavorably.
Selling, general and administrative expenses for the quarter decreased by
$3.1 million or 4.5% to $64.2 million compared to $67.3 million in the
second quarter of 1999. These expenses for the second quarter of 1999
included a one-time charge of $4.1 million for reserves related to certain
contingencies and a write-off of goodwill. Selling, general and
administrative expenses increased $1 million in 2000 after excluding the
effect of these one-time charges in 1999. This increase resulted from
continued expansion of our relationship marketing sales organizations and
was partially offset by a decrease in net advertising costs. As a
percentage of sales, selling, general and administrative expenses were
15.8% compared to 16.3% in the year-ago quarter (or 15.3% excluding the
one-time charges).
The Company incurred a loss from operations for the current quarter of $1.7
million compared to an operating profit of $8.9 million in the year-ago
quarter. The Company incurred an operating loss in its North American
operations in the current quarter compared to an operating profit last
year. Operating income in Europe increased to $3.4 million from $0.6
million in the year-ago quarter. During the quarter, the Company sold its
internet auction subsidiary, EZBid Inc., and closed a small software sales
subsidiary, which together will eliminate approximately $5 million in
operating losses on an annualized basis.
Other - net consists principally of interest expense in 2000 while it also
included interest income in 1999, resulting from increased borrowings and
less cash available for investment.
As a result of the above, the net loss for the quarter was $2.0 million, or
$.06 per basic and diluted share, compared to net income of $5.2 million,
or $.15 per basic and diluted share, in the second quarter of 1999.
SIX MONTHS ENDED JUNE 30, 2000 COMPARED TO SIX MONTHS ENDED JUNE 30, 1999
Net sales for the six months ended June 30, 2000 increased 3% to $860
million compared to $835 million in the year-ago period. The net increase
of $25 million resulted from strong performance by the Company's European
operations. The number of orders shipped increased marginally compared to
the year-ago period, with the average order value up 3% from the prior
year. Sales during the period from North American operations decreased 4%
to $580 million compared to $606 million in the first half of 1999.
European sales increased 22% to $280 million compared to $229 million a
year ago. The effect of changes in exchange rates on European sales for the
six months resulted in a 6% unfavorable comparison.
Gross profit was $140 million, or 16.3% of sales, compared to $156 million,
or 18.6% of sales, in the year-ago period, a decrease of $16 million. The
decrease in the gross profit percentage was due to the aforementioned costs
associated with the Company's PC assembly business and the continuing trend
of increased sales of PCs and brand name products, which generally have a
lower gross profit percentage than our other products. Increased
relationship sales and a relatively lower sales contribution from
higher-margin industrial products affected the gross profit percentage
unfavorably.
Selling, general and administrative expenses for the six months increased
by $5.0 million or 4% to $134 million compared to $129 million in the first
half of 1999. The increase resulted from continued expansion of our
relationship marketing sales organizations and investments in the Company's
"e-commerce" Internet business offset by decreased net advertising costs.
The prior year period also included a one-time charge of $4.1 million for
reserves related to certain contingencies and a write-off of goodwill. As a
percentage of sales, selling, general and administrative expenses increased
to 15.6% compared to 15.5% in the year-ago period (or 15.0% excluding the
one-time charges).
Income from operations for the year decreased to $5.6 million from $26.1
million in the year-ago period. Income from operations as a percentage of
net sales decreased to 0.7% from 3.1% in the prior year. North American
operations incurred an operating loss for the period. Operating income in
Europe increased to $9.6 million from $4.6 million in the year-ago quarter.
Other - net consisted principally of interest expense in 2000 while it also
included interest income in 1999, resulting from increased borrowings and
less cash available for investment.
The Company's income tax rate was 40.0% for the first half of 2000 and
39.5% for the first half of 1999. The increase was due to a variety of
factors, including a change in the income earned in foreign locations.
As a result of the above, net income for the six months was $2.0 million,
or $.06 per basic and diluted share, compared to $16.0 million, or $.44 per
basic and diluted share, in the first half of 1999.
LIQUIDITY AND CAPITAL RESOURCES
The Company's primary capital needs are to finance working capital for
sales growth, investments in property, equipment and information technology
and business acquisitions. Cash and cash equivalents totaled approximately
$18 million at June 30, 2000. For the six months ended June 30, 2000, the
Company generated cash from operating activities of $7 million compared to
$11 million generated in the year ago period. The decrease resulted from
lower net income in 2000, offset by improvement in changes in accounts
receivable, inventories and other current assets and liabilities. Cash was
used in investing activities in 2000 for the purchase of capital equipment,
including a new distribution center in Georgia and investments in
information technology. Cash was used in financing activities for the
purchase of additional treasury shares and repayment of long-term debt. The
Board of Directors of the Company has authorized the repurchase of up to
6,350,000 shares of common stock. Through June 30, 2000, the Company has
purchased 4,127,700 shares, of which 1,133,500 were purchased during 2000
(183,700 in the second quarter). Cash outlays were financed by additional
short-term borrowings from banks. For the six months ended June 30, 2000,
cash and cash equivalents increased by $476,000.
The Company believes it has access to adequate funds for continued
operations and growth through its available cash balances and funds
generated by operations and secured and unsecured lines of credit
maintained with financial institutions.
FORWARD LOOKING STATEMENTS
This Quarterly Report on Form 10-Q contains forward-looking statements
within the meaning of that term in the Private Securities Litigation Reform
Act of 1995 (Section 27A of the Securities Act of 1933 and Section 21E of
the Securities Exchange Act of 1934). Additional written or oral forward
looking statements may be made by the Company from time to time, in filings
with the Securities Exchange Commission or otherwise. Statements contained
in this report that are not historical facts are forward looking statements
made pursuant to the safe harbor provisions referenced above.
Forward-looking statements may include, but are not limited to, projections
of revenue, income or loss and capital expenditures, statements regarding
future operations, financing needs, compliance with financial covenants in
loan agreements, plans for acquisition or sale of assets or businesses and
consolidation of operations of newly acquired businesses, and plans
relating to products or services of the Company, assessments of
materiality, predictions of future events and the effects of pending and
possible litigation, as well as assumptions relating to the foregoing. In
addition, when used in this discussion, the words "anticipates",
"believes", "estimates", "expects", "intends", "plans" and variations
thereof and similar expressions are intended to identify forward-looking
statements.
Forward-looking statements are inherently subject to risks and
uncertainties, some of which cannot be predicted or quantified based on
current expectations. Consequently, future events and actual results could
differ materially from those set forth in, contemplated by, or underlying
the forward-looking statements contained in this report. Statements in this
report, particularly in "Item 2. Management's Discussion and Analysis of
Financial Condition and Results of Operations", and the Notes to
Consolidated Financial Statements describe certain factors, among others,
that could contribute to or cause such differences. Other factors that
could contribute to or cause such differences include, but are not limited
to, unanticipated developments in any one or more of the following areas:
(i) the Company's ability to manage rapid growth as a result of internal
expansion and strategic acquisitions, (ii) the effect on the Company of
volatility in the price of paper and periodic increases in postage rates,
(iii) the operation of the Company's management information systems
including the costs and effects associated with the year 2000 date change
problem, (iv) the general risks attendant to the conduct of business in
foreign countries, including currency fluctuations associated with sales
not denominated in United States dollars, (v) significant changes in the
computer products retail industry, especially relating to the distribution
and sale of such products, (vi) competition in the PC, notebook computer,
computer related products, office products and industrial products markets
from superstores, direct response (mail order) distributors, mass
merchants, value added resellers, the Internet and other retailers, (vii)
the potential for expanded imposition of state sales taxes, use taxes, or
other taxes on direct marketing and e-commerce companies, (viii) the
continuation of key vendor relationships including the ability to continue
to receive vendor supported advertising, (ix) timely availability of
existing and new products, (x) risks involved with e-commerce, including
possible loss of business and customer dissatisfaction if outages or other
computer-related problems should preclude customer access to the Company,
(xi) risks associated with delivery of merchandise to customers by
utilizing common delivery services such as UPS, including possible strikes,
(xii) risks due to shifts in market demand and/or price erosion of owned
inventory, (xiii) borrowing costs, (xiv) changes in taxes due to changes in
the mix of U.S. and non-U.S. revenue, (xv) pending or threatened litigation
and investigations and (xvi) the availability of key personnel, as well as
other risk factors which may be detailed from time to time in the Company's
Securities and Exchange Commission filings.
Readers are cautioned not to place undue reliance on any forward-looking
statements contained in this report, which speak only as of the date
hereof. The Company undertakes no obligation to publicly release the result
of any revisions to these forward-looking statements that may be made to
reflect events or circumstances after the date hereof or to reflect the
occurrence of unexpected events.
ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURE ABOUT MARKET RISK.
The Company is exposed to market risks, which include changes in U.S. and
international interest rates as well as changes in currency exchange rates
as measured against the U.S. dollar and each other. Systemax may attempt to
reduce these risks by utilizing certain derivative financial instruments.
The value of the U.S. dollar affects the Company's financial results.
Changes in exchange rates may positively or negatively affect Systemax's
sales (as expressed in U.S. dollars), gross margins, operating expenses and
retained earnings. The Company may engage in hedging programs aimed at
limiting in part the impact of certain currency fluctuations. Using
primarily forward exchange and foreign currency option contracts, Systemax
from time to time hedges certain of its assets that may impact the
Statement of Consolidated Income when remeasured according to generally
accepted accounting principles. These hedging activities provide only
limited protection against currency exchange risks. Factors that could
impact the effectiveness of the Company's hedging programs include accuracy
of sales forecasts, volatility of the currency markets, availability of
hedging instruments and the credit-worthiness of the parties which have
entered into such contracts with the Company. All currency contracts that
are entered into by Systemax are for the sole purpose of hedging an
existing or anticipated currency exposure, not for speculative or trading
purposes. In spite of Systemax's hedging efforts to reduce the effect of
changes in exchange rates against the U.S. dollar, the Company sales or
costs could still be adversely affected by changes in those exchange rates.
As of June 30, 2000, the Company had no outstanding forward exchange
contracts.
PART II - OTHER INFORMATION
ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY-HOLDERS.
The annual meeting of the stockholders of the Company was held on May 25,
2000. Each of the six candidates for the position of director (Richard Leeds,
Bruce Leeds, Robert Leeds, Robert Dooley, Robert D. Rosenthal, Stacy S. Dick)
was re-elected.
The matters voted upon at the meeting and the number of votes cast for,
against or withheld (including abstentions) as to each matter, including
nominees for office, are as follows:
1. Director election:
Richard Leeds
For: 31,671,043
Withhold Authority: 340,151
Bruce Leeds
For: 31,669,643
Withhold Authority: 341,551
Robert Leeds
For: 31,261,181
Withhold Authority: 750,013
Robert Dooley
For: 31,771,443
Withhold Authority: 239,751
Robert D. Rosenthal
For: 31,770,833
Withhold Authority: 240,361
Stacy S. Dick
For: 31,770,543
Withhold Authority: 240,651
2. Approval of Company's 1999 Long-Term Stock Incentive Plan
For: 27,219,654
Against: 1,977,992
Abstain: 167,659
3. Ratification of the appointment of Deloitte & Touche LLP as
Independent Auditors for the Fiscal Year ending December 31, 2000:
For: 31,980,273
Against: 19,261
Abstain: 11,660
ITEM 5. OTHER INFORMATION
On May 12, 2000, the Company's subsidiary EZBid Inc. was merged with a
subsidiary of Bidhit.com (OTCBB:BHIT.OB), pursuant to which Systemax
received 5,391,522 shares of common stock of Bidhit.com, representing
approximately 32% of the outstanding shares. The closing price for
Bidhit.com's common stock on May 12, 2000 was $0.94. The parties waived
conditions to the merger requiring Bidhit.com to raise additional capital
prior to the closing.
Bidhit.com is an Internet auction and e-commerce company for computers and
peripherals, camera equipment, sporting goods, household goods, home
electronics and sports memorabilia. EZBid Inc. is a consumer-based on-line
auction company for PC's, consumer electronics and other consumer products.
ITEM 6. EXHIBITS
(a) Exhibits.
3.1 Certificate of Incorporation. (Incorporated herein by reference to
Exhibit 3.1 to the Company's Registration Statement on Form S-1, File
No. 33-92052).
3.2 By-laws. (Incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form S-1, File No. 33-92052).
3.3 Certificate of Amendment of Certificate of Incorporation changing the
Company's name to Systemax Inc. (Incorporated herein by reference to
the Company's current report on Form 8-K, filed on May 18, 1999).
4.1 Stockholders Agreement. (Incorporated herein by reference to the
Company's quarterly report on Form 10-Q for the quarterly period ended
June 30, 1995).
4.2 Specimen Stock Certificate. (Incorporated herein by reference to
Exhibit 19.1 to the Company's Annual Report on Form 10-K for the
fiscal year ended December 31, 1999).
27 Financial Data Schedule.
99 Company Audit Committee Charter
(b) Reports on Form 8-K.
No reports on Form 8-K were filed by the Company during the three months
ended June 30, 2000.
<PAGE>
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 thereunto duly authorized.
SYSTEMAX INC.
Date: August 11, 2000 By: /S/ RICHARD LEEDS
------------------------------------
Richard Leeds
Chairman and Chief Executive Officer
By: /S/ STEVEN GOLDSCHEIN
-----------------------------------
Steven Goldschein
Senior Vice President and Chief
Financial Officer
