UNITED STATES 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, 2001
[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES
EXCHANGE ACT OF 1934
For the transition period from __________ to __________
Commission File No. 000-26408
---------
Programmer's Paradise, Inc.
-------------------------------
(Name of issuer in its charter)
Delaware 13-3136104
- ------------------------------- ------------------------------------
(State or other jurisdiction of (I.R.S. Employer Identification No.)
incorporation or organization)
1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702
- ---------------------------------------------- ----------
(Address of principal executive offices) (Zip Code)
Issuer's Telephone Number (732) 389-8950
--------------
Check whether the issuer (1) 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. Yes X No
Indicate the number of shares outstanding of each of the issuer's
classes of common stock as of the latest practicable date.
There were 5,230,250 outstanding shares of Common Stock, par value $.01
per share, as of August 7, 2001.
PROGRAMMER'S PARADISE, INC.
Index to Form 10-Q
<TABLE>
<CAPTION>
Page No.
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<S> <C> <C> <C>
PART I -- FINANCIAL INFORMATION
Item 1. Financial Statements
Condensed Consolidated Balance Sheets as of June 30, 2001
and December 31, 2000 3
Condensed Consolidated Statements of Operations and Comprehensive
Income (Loss) for the Six and Three Months Ended June 30, 2001 and 2000 4
Pro Forma Condensed Consolidated Statements of Operations for the Six
and Three Months Ended June 30, 2001 and 2000 5
Condensed Consolidated Statements of Cash Flows for the Six Months
Ended June 30, 2001 and 2000 6
Notes to Condensed Consolidated Financial Statements 7
Item 2. Management's Discussion and Analysis of Financial Condition
and Results of Operations. 8
Item 3. Quantitative and Qualitative Disclosures about Market Risk 12
PART II -- OTHER INFORMATION
Item 1. Legal Proceedings 13
Item 4. Submission of Matters to a Vote of Security Holders 13
Item 6. Exhibits and Reports on Form 8-K 13
</TABLE>
2
PART I - FINANCIAL INFORMATION
PROGRAMMER'S PARADISE, INC.
CONDENSED CONSOLIDATED BALANCE SHEETS
(In thousands)
ASSETS
June 30, December 31,
2001 2000
----------- ------------
(Unaudited) (Audited)
Current Assets
Cash and cash equivalents $ 8,418 $ 2,091
Cash held in escrow 2,797 -
Accounts receivable, net 13,669 13,048
Inventory - finished goods 2,210 2,631
Prepaid expenses and other current assets 1,110 2,342
Net assets held for sale - 12,163
-------- ---------
Total current assets 28,204 32,275
Equipment and leasehold improvements, net 780 934
Other assets 414 391
Goodwill, net 242 255
-------- ---------
$ 29,640 $ 33,855
======== =========
LIABILITIES AND STOCKHOLDERS' EQUITY
Current Liabilities
Accounts payable and accrued expenses $ 11,682 $ 14,939
Other current liabilities 10 10
-------- ---------
Total current liabilities 11,692 14,949
Stockholders' equity
Common stock 53 53
Additional paid-in capital 35,482 35,476
Treasury stock (1,325) (1,325)
Retained earnings (15,735) (15,017)
Accumulated other comprehensive loss (527) (281)
Total stockholders' equity 17,948 18,906
-------- ---------
$ 29,640 $ 33,855
======== =========
The accompanying notes are an integral part of these consolidated
financial statements.
3
PROGRAMMER'S PARADISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
-------------------- ---------------------
2001 2000 2001 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 48,291 $ 104,635 $ 24,127 $ 51,949
Cost of sales 43,302 94,243 21,675 46,892
---------- ---------- ---------- ----------
Gross profit 4,989 10,392 2,452 5,057
Selling, general and administrative expenses 5,467 11,679 2,761 5,785
Depreciation 281 290 139 144
Amortization 97 733 47 402
---------- ---------- ---------- ----------
Loss from operations (856) (2,310) (495) (1,274)
Interest income (expense), net 194 (11) 96 (11)
Unrealized foreign exchange gain (loss) 9 (216) (7) (144)
Loss before income taxes (653) (2,537) (406) (1,429)
Provision (benefit) for taxes 65 (793) 156 (385)
---------- ---------- ---------- ----------
Net loss $ (718) $ (1,744) $ (562) $ (1,044)
========== ========== ========== ==========
Net loss per common share-Basic and Diluted $ (0.14) $ (0.35) $ (0.11) $ (0.21)
========== ========== ========== ==========
Weighted average common shares outstanding-
Basic and Diluted 4,990 4,982 4,994 4,984
========== ========== ========== ==========
Reconciliation of Net Loss to Comprehensive Loss:
Net loss $ (718) $ (1,744) $ (562) $ (1,044)
---------- ---------- ---------- ----------
Other comprehensive income (loss), net of tax:
Foreign currency translation adjustments (246) (172) 6 (70)
---------- ---------- ---------- ----------
Comprehensive loss $ (964) $ (1,916) $ (556) $ (1,114)
========== ========== ========== ==========
The accompanying notes are an integral part of these condensed consolidated financial statements.
</TABLE>
4
PROGRAMMER'S PARADISE, INC.
PRO FORMA CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS
(Unaudited)
(In thousands, except per share data)
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
-------------------- ---------------------
2001 2000 2001 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net sales $ 48,291 $ 43,748 $ 24,127 $ 22,023
Cost of sales 43,302 38,327 21,675 19,165
----------- ---------- ----------- ----------
Gross profit 4,989 5,421 2,452 2,858
Selling, general and administrative expenses 5,467 5,598 2,761 2,782
Depreciation 281 291 139 145
Amortization 97 649 47 324
----------- ---------- ----------- ----------
Loss from operations (856) (1,117) (495) (393)
Interest income (expense), net 194 (21) 96 1
Unrealized foreign exchange gain (loss) 9 72 (7) 43
----------- ---------- ----------- ----------
Loss before income taxes (653) (1,066) (406) (349)
Provision (benefit) for taxes 65 (388) 156 (123)
----------- ---------- ----------- ----------
Net loss $ (718) $ (678) $ (562) $ (226)
=========== ========== =========== ==========
Net loss per common share-Basic and Diluted $ (0.14) $ (0.14) $ (0.11) $ (0.05)
=========== ========== =========== ==========
Weighted average common shares outstanding-
Basic and Diluted 4,990 4,982 4,994 4,984
=========== ========== =========== ==========
(a) Pro forma statement of operations for the results from North America and
Programmer's Paradise, S.A.R.L. for the three and six month periods ended
June 30, 2000.
</TABLE>
5
PROGRAMMER'S PARADISE, INC.
CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS
(Unaudited)
(In thousands)
<TABLE>
<CAPTION>
Six months ended
June 30,
2001 2000
---- ----
<S> <C> <C>
Cash flows from operating activities:
Net loss $ (718) $ (1,744)
Adjustments to reconcile net loss to net cash provided by operating
activities:
Deferred income taxes - (353)
Depreciation 281 290
Amortization 97 733
Provision for doubtful accounts 350 247
Changes in operating assets and liabilities:
Accounts receivable (924) 11,291
Inventory 421 (323)
Prepaid expenses and other current assets 1,232 1,306
Accounts payable and accrued expenses (3,342) (14,201)
Net change in other assets and liabilities (107) (4,279)
----------- ------------
Net cash used for operations (2,710) (7,033)
----------- ------------
Cash flows from investing activities:
Change in net assets held for sale 12,710 -
Increase in cash held in escrow (2,797) -
Capital expenditures (127) (437)
----------- ------------
Net cash provided by (used for) investing 9,239 (437)
----------- ------------
Cash flows from financing activities:
Net proceeds from issuance of common stock 6 (31)
Purchase of treasury stock - 30
Borrowings (repayments) under lines of credit - (1,300)
----------- ------------
Net cash provided by (used for) financing activities 6 (1,300)
----------- ------------
Effect of foreign exchange rate on cash (208) (171)
----------- ------------
Net increase (decrease) in cash and cash equivalents $ 6,327 $ (8,942)
Cash and cash equivalents at beginning of period 2,091 17,597
----------- ------------
$ 8,418 $ 8,655
=========== ============
The accompanying notes are an integral part of these condensed consolidated
financial statements.
</TABLE>
6
PROGRAMMER'S PARADISE, INC.
NOTES TO CONDENSED CONSOLIDATED
FINANCIAL STATEMENTS
June 30, 2001
1. The accompanying unaudited condensed consolidated financial statements have
been prepared in accordance with generally accepted accounting principles for
interim financial information and with the instructions to Form 10-Q and Article
10 of Regulation S-X. Accordingly, they do not include all of the information
and footnotes required by generally accepted accounting principles for complete
financial statements. In the opinion of management, all adjustments (consisting
of normal recurring accruals) considered necessary for a fair presentation have
been included. Operating results for the three and six months ended June 30,
2001 are not necessarily indicative of the results that may be expected for the
year ending December 31, 2001. For further information, refer to the
consolidated financial statements and notes thereto included in the Company's
annual report on Form 10-K for the year ended December 31, 2000.
2. Assets and liabilities of the Company's Canadian subsidiary and its former
European subsidiaries, have been translated at current exchange rates, and
related revenues and expenses have been translated at average rates of exchange
in effect during the year. Cumulative translation adjustments have been
classified within other comprehensive income (loss), which is a separate
component of stockholders equity in accordance with FASB Statement No. 130,
"Reporting Comprehensive Income".
3. In June 1998, the FASB issued SFAS 133, "Accounting for Derivative
Instruments and Hedging Activities." This Statement requires companies to record
derivatives on the balance sheet as assets or liabilities, measured at fair
value. Gains or losses resulting from changes in the values of those derivatives
would be accounted for depending on the use of the derivative and whether it
qualifies for hedge accounting. The Company adopted SFAS 133 on January 1, 2001.
Adoption of this Statement did not have a significant impact on the Company's
results of operations or financial condition.
4. Basic and diluted earnings per share are calculated in accordance with FASB
Statement No. 128, "Earnings per Share". Basic earnings per share are computed
by dividing net income (loss) by the number of weighted shares of common stock
outstanding during the period. Diluted earnings per share is determined in the
same manner as basic earnings per share except that the number of shares is
increased assuming exercise of dilutive stock options, warrants and convertible
securities. Potentially dilutive securities have been excluded from the
calculation for all periods presented as their effect is antidilutive.
5. Certain prior period balances have been reclassified to conform with the
current period presentation.
7
Item 2. Management's Discussion and Analysis of Financial Condition and Results
of Operations.
Overview
Programmer's Paradise, Inc. is a recognized international marketer of
software targeting the software development and Information Technology
professionals within enterprise organizations. The Company operates principally,
through five distribution channels in the United States and Canada - Internet,
catalog, direct sales, telemarketing, and wholesale distribution. Internet sales
encompass the Company's two e-Commerce enabled websites:
www.programmersparadise.com and www.supershops.com. Catalog operations include
worldwide catalog sales, advertising and publishing. Direct sales operations
include Programmer's Paradise Corporate Sales in the United States.
Telemarketing operations are presently conducted in the United States and
Canada. Wholesale operations include distribution to dealers and large resellers
through Lifeboat Distribution in the United States and Canada. Information
contained on our web sites is not, and should not be deemed to be, a part of
this report.
The Company's strategic focus is to expand its catalog and Internet
activities while solidifying its position as the predominant direct sales
company for corporate desktop application software. A key element of that
strategy is to build upon its distinctive catalogs - the established
Programmer's Paradise catalog, directed at independent professional programmers,
and its Programmer's Supershop catalog, directed at Information Technology
professionals working in large corporations, and to utilize the catalogs as
banner advertising for developing its internet traffic as well as being the
initial conduit to developing its telemarketing channel. The Company's focus for
direct sales is to assist companies in managing their IT expenditures, a
value-added selling approach.
Results of Operations
The following table and related text is based upon the Pro Forma
Statements of Operations for the six and three month periods ended June 30, 2001
and 2000. The following table sets forth certain financial information expressed
as a percentage of net sales.
<TABLE>
<CAPTION>
Six months ended Three months ended
June 30, June 30,
---------------- ------------------
2001 2000 2001 2000
---- ---- ---- ----
<S> <C> <C> <C> <C>
Net Sales 100.0% 100.0% 100.0% 100.0%
Cost of Sales 89.7 87.6 89.8 87.0
--------- --------- -------- --------
Gross Profit 10.3 12.4 10.2 13.0
Selling, general and administrative expenses 11.3 12.8 11.4 12.6
Depreciation 0.6 0.7 0.6 0.7
Amortization 0.2 1.5 0.2 1.5
--------- --------- -------- --------
Loss from operations (1.8) (2.6) (2.0) (1.8)
Interest income, net 0.4 0.0 0.4 0.0
Unrealized foreign exchange gain (loss) (0.0) 0.2 (0.0) (0.3)
--------- --------- -------- --------
Loss before income taxes (1.4) (2.4) (1.7) (1.5)
Income taxes (0.1) 0.9 (0.6) 0.5
--------- --------- -------- --------
Net loss (1.5)% (1.5)% (2.3)% (1.0)%
--------- --------- -------- --------
</TABLE>
8
Net Sales
Net sales of the Company represents the gross revenue of the Company
less returns. Although net sales consist primarily of sales of software, revenue
from marketing services and advertising is also included within net sales. Net
sales for the quarter ended June 30, 2001 increased by $2.1 million or 10%, to
$24.1 million, over the same period in 2000. For the six months ended June 30,
2001, net sales increased by $4.5 million or 10% over the six months ended June
30, 2000. The increase in net sales is mainly attributable to improved account
management, customer service responsiveness, and providing customers with
competitive pricing.
Gross Profit
Gross profit represents the difference between net sales and cost of
sales. Cost of sales is composed primarily of amounts paid by the Company to
publishers and vendors plus catalog printing and mailing costs. Publisher and
vendor rebates are credited against cost of sales. For the three-month period
ended June 30, 2001, gross profit as a percentage of sales decreased from 13% to
10% over the same period in 2000. Gross profit in absolute dollars for the
three-month period ended June 30, 2001 decreased by $406,000 over the same
period of the previous year. For the six months ended June 30, 2001, the gross
profit decreased by $432,000 for the same period in 2000. These decreases are
mainly attributable to a shift in sales mix through the Company's distribution
channels as a result of additional competitive pressures within the direct sales
channel.
The mix of products sold and the mix of distribution channels have
affected gross margins. Historically, the gross margins attained in the catalog
channel have been higher than either the direct sales or distribution channels.
Margins within the direct sales channel are also subject to mix variations as
Microsoft Select License sales typically produce lower gross margin results. The
emergence of the Internet as a viable commerce channel has provided the Company
another competitive means to reach its customer base and compete more
effectively in the market place.
Selling, General and Administrative Expenses
Selling, general and administrative ("SG&A") expenses include all
corporate personnel costs (including salaries and health benefits), depreciation
and amortization, non-personnel-related marketing and administrative costs and
the provision for doubtful accounts. Depreciation and amortization consists
primarily of equipment depreciation and leasehold improvements amortization.
SG&A expenses for the three-month period ended June 30, 2001 decreased
by $21,000 when compared to the same period in 2000. For the six months ended
June 30, 2001, SG&A expenses decreased by $131,000 or 2% when compared to the
same period in 2000. This decrease mainly reflects the results from cost
containment initiatives and improved cost control policies and procedures.
9
Depreciation
Depreciation expense for the three month period ended June 30, 2001
decreased slightly to $139,000 from $145,000 compared to the same period in
2000. For the six months ended June 30, 2001, depreciation expense totaled
$281,000 as compared to $291,000 for the comparable period in 2000. This slight
decrease is attributable to an increase in capitalized items becoming fully
depreciated.
Amortization
Amortization expense includes the systematic write-off of goodwill.
Amortization expense for the three months ended June 30, 2001 decreased by
$277,000 as compared to the same period in 2000. Amortization expense for the
six months ended June 30, 2001 decreased by $552,000 or 85%. This decrease is a
result of the one time charge taken in December 2000 for the impairment of
goodwill associated from the acquisition of Software Developers Corporation.
Interest, net
Net interest income for the three months ended June 30, 2001 increased
to $96,000 compared to $1,000 for the same period in 2000. For the six months
ended June 30, 2001, net interest income was $194,000 compared to net interest
expense of $21,000 for the comparable period in 2000. The increase for the six
month period ended June 30, 2000 is attributable to the interest earned on
investments from the proceeds of the sale of the Company's European
subsidiaries.
Unrealized Foreign Exchange Gain (Loss)
Unrealized foreign exchange loss for the three months ended June 30,
2001 was $7,000 compared to an unrealized foreign exchange gain of $43,000 in
the same period in 2000. For the six months ended June 30, 2001, the unrealized
foreign exchange gain was $9,000 as compared to $72,000 for the comparable
period in 2000. The unrealized gain in the first six months of 2001 is primarily
due to the trade activity with our Canadian subsidiary. Although the Company
does maintain bank accounts in local currencies to reduce the risk of currency
exchange fluctuations, the Company is, nevertheless, subject to risks associated
with such fluctuations.
Income Taxes
The Company recorded a provision for income taxes of $156,000 for the
three months ended June 30, 2001, compared to a benefit for income taxes of
$123,000 for the same period in 2000. As a result of the pre-tax loss incurred
for the three months ended June 30, 2001, included in the $156,000 provision for
income tax is the reversal of the tax benefit recorded in the first quarter of
2001 of $138,000. For the six months ended June 30, 2001, the Company recorded a
provision for income taxes of $65,000 as compared to a benefit for income taxes
of $388,000 for the comparable period in 2000.
10
Net Income (Loss)
Net loss for the quarter ended June 30, 2001 was $562,000 or $.11 per
share on a diluted basis with approximately 4,994,000 weighted average common
shares outstanding compared to net loss of $226,000 or $.05 per share on a
diluted basis with approximately 4,984,000 weighted average common shares
outstanding for the same period of the previous year. For the six months ended
June 30, 2001, net loss was $718,000 or $.14 per share on a diluted basis with
approximately 4,990,000 weighted average common shares outstanding compared to
net loss of $678,000 or $.14 per share on a diluted basis with approximately
4,982,000 weighted average common shares outstanding for the same period in
2000.
Liquidity and Capital Resources
The Company's capital requirements have primarily been funded through
working capital generated from continued sales growth. At June 30, 2001, the
Company's cash and cash equivalents were $8.4 million and working capital was
$16.5 million.
Net cash used for operations was $2.7 million for the six months ended
June 30, 2001 compared with $7.0 million of cash used for operating activities
in the same period of the previous year. Cash was primarily used during the six
months ended June 30, 2001 for a reduction in accounts payable and accrued
liabilities (approximately $3.3 million) and accounts receivable (approximately
$924,000) and prepaid expenses and other current assets (approximately $1.2
million).
Net cash provided by investing activities was $9.2 million for the six
months ended June 30, 2001 compared with $437,000 of cash used for investing
activities in the same period in 2000. This increase primarily reflects the
$12.2 million cash received for the sale of the European subsidiaries to PC-Ware
Information Technologies AG ("PC-Ware") completed on January 9, 2001, less the
$2.8 million cash being held in a 240-day escrow as security for any claim of
PC-Ware in the event there are any breaches of representations by the Company
under the Agreement for the Sale and Purchase of Shares, dated December 1, 2000
between the Company and PC-Ware (the "Agreement for the Sale and Purchase of
Shares").
Net cash provided by financing activities was $6,000 for the six months
ended June 30, 2001 compared with net cash used of $1.3 million in the same
period in 2000. Net cash of $6,000 was provided during the six months ended June
30, 2001, from proceeds of issuance of common stock.
On February 9, 2001, the Company entered into a Loan and Security
Agreement (the "Loan Agreement") with Hudson United Bank ("Hudson"). The Loan
Agreement provides for a revolving credit facility of up to $5.0 million with an
initial term expiring April 1, 2003. The amount of available credit is
determined by the level of certain eligible accounts receivable. The facility
bears interest at Hudson's prime rate (6.75% at June 30, 2001) plus 1%.
Additionally, the Loan Agreement contains various covenants including a
financial covenant that generally requires the Company to maintain a current
ratio (as defined in the Loan Agreement) of 1.5 to 1. The Loan Agreement is
subject to customary event of default and acceleration provisions and is
collateralized by substantially all of the Company's assets. At June 30, 2001,
there were zero amounts outstanding under the revolving credit facility.
11
Foreign Exchange
As a result of the sale by the Company of its European subsidiaries,
3,275,000 Euros (the equivalent of approximately $2,797,000 at June 30, 2001) is
being held in escrow as security for the Company's obligation to indemnify
PC-Ware in the event the Company has breached certain representations and
warranties made to PC-Ware under the Agreement for the Sale and Purchase of
Shares, subject to a 300,000 Euro de minimus amount and a 7.5 million Euro
maximum amount. The amount is subject to change based upon fluctuations in the
Euro to U.S. dollar exchange rate until converted to U.S. dollars at the
expiration of the warranty period on September 6, 2001 and settlement of any
potential claims.
Forward-Looking Statements
This report includes "forward-looking statements" within the meaning of
Section 21E of the Securities Exchange Act of 1934, as amended. Such statements
can be identified by the use of forward-looking terminology such as "believes",
"expects", "may", "will", "should" or "anticipates" or the negative thereof or
comparable terminology, or by discussions of strategy. Statements in this report
regarding future events or conditions, including statements regarding industry
prospects and the Company's expected financial position, business and financing
plans, are forward-looking statements. Although the Company believes that the
expectations reflected in such forward-looking statements are reasonable, it can
give no assurance that such expectations will prove to have been correct.
Important factors that could cause actual results to differ materially from the
Company's expectations are disclosed in this report as well as the Company's
most recent annual report on Form 10-K, and include risks and uncertainties
related to the continued acceptance of the Company's distribution channel by
vendors and customers, the timely availability and acceptance of new products,
and contribution of key vendor relationships and support programs, as well as
factors that affect software industry generally. The Company cautions the reader
that this list of factors may not be exhaustive.
The Company operates in a rapidly changing business, and new risk
factors emerge from time to time. Management cannot predict every risk factor,
nor can it assess the impact, if any, of all such risk factors on the Company's
business or the extent to which any factor, or combination of factors, may cause
actual results to differ materially from those projected in any forward-looking
statements. Accordingly, forward-looking statements should not be relied upon as
a prediction of actual results and readers are cautioned not to place undue
reliance on these forward-looking statements, which speak only as of their
dates. The Company undertakes no obligation to publicly update or revise any
forward-looking statements, whether as a result of new information, future
events or otherwise.
Item 3. Quantitative and Qualitative Disclosures about Market Risk
Foreign Operations
The Company's shipments to its Canadian subsidiary are invoiced in U.S.
dollars. The Company believes its foreign exchange exposure caused by these
shipments is insignificant. The
12
Company is, however, exposed to exchange conversion differences in translating
results of operations for its Canadian subsidiary to U.S. dollars. Depending
upon the strengthening or weakening of the U.S. dollar, these conversion
differences could be significant.
Sales to the Company's customers in European countries are denominated
in U.S. dollars. The Company does not hedge its net asset exposure to
fluctuations in the U.S. Dollar against any such local currency exchange rates.
Although the Company does maintain bank accounts in local currencies to reduce
the risk of currency exchange fluctuations, the Company is, nevertheless,
subject to risks associated with such fluctuations.
PART II - OTHER INFORMATION
Item 1. Legal Proceedings
The Company is subject to certain legal proceedings and claims which
have arisen in the ordinary course of business and which have not been fully
adjudicated. The results of these legal proceedings cannot be predicted with
certainty; however, the Company does not believe that the outcome of these
proceedings and claims would have a material adverse effect on the Company's
financial condition, results of operations or liquidity.
Item 4. Submission of Matters to a Vote of Security Holders
The Company held its Annual Meeting of Stockholders (the "Meeting")
during the fiscal quarter ended June 30, 2001.
(a) The date of the Meeting was June 12, 2001.
(b) At the meeting, the following persons were elected as directors
of the Company, each receiving the number of votes set forth
opposite their names below:
For Against Abstain
--------- -------- -------
William Willett 4,497,995 74,161 -
F. Duffield Meyercord 4,552,795 19,361 -
Edwin H. Morgens 4,552,795 19,361 -
Allan D. Weingarten 4,552,795 19,361 -
James W. Sight 4,552,795 19,361 -
Mark T. Boyer 4,552,795 19,361 -
Item 6. Exhibits and Reports on Form 8-K
The Company did not file any reports on Form 8-K during the three
months ended June 30, 2001.
13
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.
PROGRAMMER'S PARADISE, INC.
August 8, 2001 By: /s/William H. Sheehy
- --------------------- -------------------------------------------
Date William H. Sheehy, Chief Financial Officer,
Vice President of Finance
14