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): May 4, 2009
Technology Solutions Company
(Exact name of registrant as specified in its charter)
| Delaware | 000-19433 | 36-3584201 | ||
| (State or other Jurisdiction of Incorporation) | (Commission File Number) | (IRS Employer Identification No.) |
|
55 East Monroe Street, Suite 2600
Chicago, Illinois |
60603 | |
| (Address of Principal Executive Offices) | (Zip Code) |
Registrant’s telephone number, including area code:
|
Not Applicable
|
| (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:
o
Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o
Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o
Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
o
Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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Item 3.01. Notice of Delisting or Failure to Satisfy a Continued Listing Rule or Standard; Transfer of Listing.
On May 4, 2009, Technology Solutions Company filed a Form 25 with the Securities and Exchange Commission to delist its
common stock (the “
Stock
”) from the NASDAQ Global Market. Trading in the Stock was suspended by the NASDAQ
Stock Market effective at the open of business on May 4, 2009, with official delisting of the Stock effective ten days
thereafter, on May 14, 2009.
Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.
On April 30, 2009, Milton Silva-Craig, the Company’s President and Chief Executive Officer and Timothy Rogers, the Company’s Chief Financial Officer, entered into separation and release agreements (the “Separation Agreements”) with the Company whereby their terminations will become effective upon completion of the wind up activities associated with the stockholder approved Plan of Complete Liquidation and Dissolution of the Company (the “Plan”) and the successful transfer to a Trustee, expected May 15, 2009, but no later than May 31, 2009. In an effort to reduce future payroll expenses beyond April 30, 2009, Messrs. Silva-Craig and Rogers entered into the Separation Agreements whereby they will no longer receive compensation after April 30, 2009 and in turn received onetime payments consistent with the severance terms of their existing employment agreements. Mr. Silva-Craig’s employment agreement provided termination payments of (i) his annual base salary ($275,000), (ii) general health insurance benefits for a period of one year ($20,609) and (iii) a one-time termination payment equal to 50% of his annual base salary ($137,500). Mr. Rogers’ employment agreement provided termination payments of (i) his base salary for a period of six months ($87,500) and (ii) general health insurance benefits for a period of six months ($2,345).
The Separation Agreements were approved by the Compensation Committee of the Board of Directors.
Item 8.01. Other Events.
On May 1, 2009, Technology Solutions Company filed a Certificate of Dissolution with the Secretary of State of the State of Delaware and closed its stock transfer books, effective as of the close of business on May 1, 2009, each in accordance with the previously announced Plan of Complete Liquidation and Dissolution of the Company that was approved at a special meeting of the Company’s stockholders on April 27, 2009.
A copy of the press release issued by the Company with respect to these matters is attached hereto as Exhibit 99.1 .
Item 9.01. Financial Statements and Exhibits.
(d) Exhibits: The Exhibit Index annexed hereto is incorporated herein by reference.
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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.
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TECHNOLOGY SOLUTIONS COMPANY
By:
/s/ Timothy G. Rogers
Name: Timothy G. Rogers
Title: Chief Financial Officer
EXHIBIT INDEX
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Exhibit No.
Description
Press Release of Technology Solutions Company dated May 4, 2009
Exhibit 99.1
FOR IMMEDIATE RELEASE:
CONTACT
TSC
55 East Monroe Street
Suite 2600
Chicago, Illinois 60603
(O) 312-228-4500
Technology Solutions Company Announces Filing of
Certificate of Dissolution and Delisting of its Common Stock
Chicago — May 4, 2009 — Technology Solutions Company (NASDAQ: TSCC), a software and services company focused on the healthcare provider market, today announced that on May 1, 2009 the Company filed a Certificate of Dissolution with the Secretary of State of the State of Delaware and closed its stock transfer books, effective as of the close of business on May 1, 2009, each in accordance with the previously announced Plan of Complete Liquidation and Dissolution of the Company (the “Plan”) that was approved at a special meeting of the Company’s stockholders on April 27, 2009.
The Company further announced today that it filed with the Securities and Exchange Commission (the “SEC”) a Form 25
relating to the delisting of its Common Stock from The NASDAQ Global Market (“NASDAQ”). As previously announced, the
Company submitted notice to NASDAQ on April 24, 2009 requesting that trading in the Company’s Common Stock be suspended
by NASDAQ effective as of the open of business on May 4, 2009, with the official delisting of the Company’s Common
Stock to be effective ten days thereafter on May 14, 2009. Trading in the Company’s Common Stock was suspended by
NASDAQ today effective at the open of business.
’“”’ ABOUT Technology Solutions Company
Technology Solutions Company (TSC) is a software and services firm providing business solutions that partner with clients to expose and leverage opportunities that create, deliver, visualize and sustain customer value. Our outside-in, fact-based approach quantifies value through the eyes of our client’s customers, unleashing the potential for profit and growth. TSC serves the healthcare industry through tailored business solutions. For more information, please visit www.techsol.com.
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CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE RESULTS
This press release contains or may contain certain forward-looking statements concerning TSC’s financial position, results of operations, cash flows, business strategy, budgets, projected costs and plans and objectives of management for future operations as well as other statements including words such as “anticipate,” “believe,” “plan,” “estimate,” “expect,” “intend,” and other similar expressions. These forward-looking statements involve significant risks and uncertainties. Although TSC believes that the expectations reflected in such forward-looking statements are based on reasonable assumptions, readers are cautioned that no assurance can be given that such expectations will prove correct and that actual results and developments may differ materially from those conveyed in such forward-looking statements. TSC claims the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for all forward-looking statements. Factors that could cause actual results to differ materially from the expectations reflected in the forward-looking statements in this press release are described in TSC’s filings with the Securities and Exchange Commission, press releases and other communications. Forward-looking statements are not guarantees of performance. Such forward-looking statements speak only as of the date on which they are made and, except as may be otherwise required by law, TSC does not undertake any obligation to update any forward-looking statement to reflect events or circumstances after the date of this press release. If TSC does update or correct one or more forward-looking statements, investors and others should not conclude that TSC will make additional updates or corrections with respect thereto or with respect to other forward-looking statements. Actual results may vary materially.
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