PCM, INC. (Form: 8-K, Received: 01/02/2013 16:31:25)

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): December 31, 2012

PCM, Inc.

(Exact name of registrant as specified in its charter)

Delaware
(State or other jurisdiction of incorporation)

000-25790

(Commission File Number)

95-4518700

(IRS Employer Identification No.)

1940 E. Mariposa Avenue

El Segundo, California 90245

(Address of principal executive offices)(zip code)

(310) 354-5600

(Registrant’s telephone number, including area code)

PC Mall, Inc.

(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 (see General Instruction A.2.):

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))

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year

Effective December 31, 2012, PC Mall, Inc. changed its legal corporate name to PCM, Inc. We effectuated the name change through a short-form merger where a subsidiary formed solely for the purpose of the name change was merged with and into us, with us as the surviving corporation in the merger. The merger had the effect of amending our Certificate of Incorporation to reflect our new legal name. A copy of the Certificate of Ownership and Merger effecting the name change, as filed with the Secretary of State of the State of Delaware, is attached hereto as Exhibit 3.1 . By its terms, the Certificate of Ownership and Merger became effective at 11:59 p.m. Eastern Standard Time on December 31, 2012.

The merger and resulting name change do not affect the rights of our stockholders, creditors, customers or suppliers. Other than the name change, we did not make any changes to our Certificate of Incorporation. In connection with the merger, effective December 31, 2012, we amended our Bylaws solely to reflect our new name and did not make any other changes to our Bylaws. A copy of the Certificate of our Secretary regarding the name change with respect to our Bylaws is attached hereto as Exhibit 3.2 .

Item 8.01 Other Events

Change of Ticker Symbol

In connection with our name change, we also changed the ticker symbol for our Common Stock, which previously traded under the ticker symbol MALL. Effective January 2, 2013, our Common Stock will commence trading under the ticker symbol PCMI. The CUSIP number for our Common Stock did not change.

A copy of the press release announcing the change is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits.

3.1 Certificate of Ownership and Merger Merging PCM, Inc. With and Into PC Mall, Inc. effective December 31, 2012.

3.2 Certificate of Secretary certifying as to amendment of Bylaws to change name to PCM, Inc. effective December 31, 2012.

99.1 Press release dated January 2, 2013 announcing the change in name and ticker symbol.

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.

	PCM, INC.


	By:	/s/ Brandon H. Laverne
	Name:	Brandon H. LaVerne
	Title:	Chief Financial Officer

Dated: January 2, 2013

EXHIBIT INDEX

Exhibit Number		Description

3.1		Certificate of Ownership and Merger Merging PCM, Inc. With and Into PC Mall, Inc. effective December 31, 2012.
3.2		Certificate of Secretary certifying as to amendment of Bylaws to change name to PCM, Inc. effective December 31, 2012.
99.1		Press release dated January 2, 2013 announcing the change in name and ticker symbol.

Exhibit 3.1

Delaware

The First State

I, JEFFREY W. BULLOCK, SECRETARY OF STATE OF THE STATE OF DELAWARE, DO HEREBY CERTIFY THE ATTACHED IS A TRUE AND CORRECT COPY OF THE CERTIFICATE OF OWNERSHIP, WHICH MERGES:

“PCM, INC.”, A DELAWARE CORPORATION,

WITH AND INTO “PC MALL, INC.” UNDER THE NAME OF “PCM, INC.”, A CORPORATION ORGANIZED AND EXISTING UNDER THE LAWS OF THE STATE OF DELAWARE, AS RECEIVED AND FILED IN THIS OFFICE THE TWENTIETH DAY OF DECEMBER, A.D. 2012, AT 5:59 O’CLOCK P.M.

AND I DO HEREBY FURTHER CERTIFY THAT THE EFFECTIVE DATE OF THE AFORESAID CERTIFICATE OF OWNERSHIP IS THE THIRTY-FIRST DAY OF DECEMBER, A.D. 2012, AT 11:59 O’CLOCK P.M.

A FILED COPY OF THIS CERTIFICATE HAS BEEN FORWARDED TO THE NEW CASTLE COUNTY RECORDER OF DEEDS.




	/s/ Jeffrey W. Bullock
	Jeffrey W. Bullock, Secretary of State
*2479367 8100M*	*AUTHENTICATON:*	*0089902*

*121374465*	*DATE:*	*12-20-12*
*You may verify this certificate online at corp.delaware.gov/authver.shtml*

State of Delaware

Secretary of State

Division of Corporations

Delivered 05:59 PM 12/20/2012

FILED 05:59 PM 12/20/2012

SRV 121374465 - 2479367 FILE

CERTIFICATE OF OWNERSHIP AND MERGER

MERGING

PCM, INC.

(a Delaware corporation)

WITH AND INTO

PC MALL, INC.

(a Delaware corporation)

Pursuant to Section 253 of the General Corporation Law of the State of Delaware, PC Mall, Inc., a Delaware corporation (the “ Company ”), for the purpose of effecting the merger of PCM, Inc., a Delaware corporation and a wholly-owned subsidiary of the Company, (“ Subsidiary ”), with and into the Company, does hereby certify:

FIRST: That the Company and the Subsidiary are incorporated and duly organized under the General Corporation Law of the State of Delaware (the “ Delaware Code ”).

SECOND: That the Company owns all of the issued and outstanding shares of capital stock of Subsidiary.

THIRD: That at the Effective Time (as defined below), the Subsidiary shall be merged with and into the Company, and the Company shall assume all of the Subsidiary’s rights, obligations, liabilities and responsibilities.

FOURTH: That the merger is to become effective on December 31, 2012 at 11:59 p.m. Eastern Standard Time (the “ Effective Time ”).

FIFTH: That the Certificate of Incorporation and Bylaws of the Company, as in effect immediately prior to the Effective Time, shall be the Certificate of Incorporation and Bylaws of the surviving corporation immediately after the Effective Time, provided, that at the Effective Time, Article 1 of the Certificate of Incorporation of the surviving corporation shall be amended to read in its entirety as follows:

“Article 1. The name of the Corporation is PCM, Inc.”

SIXTH: That the directors and officers of the Company, as in effect immediately prior to the Effective Time, shall be the directors and officers of the surviving corporation immediately after the Effective Time.

SEVENTH: That the Company’s Board of Directors (the “ Board ”) duly adopted the following resolutions on the 20th day of December, 2012:

WHEREAS, the Company owns 100% of issued and outstanding shares of the capital stock of PCM, Inc., a Delaware corporation (the “ Subsidiary ”);

WHEREAS, the Board deems it to be advisable and in the best interest of the Company and its stockholders to merge the Subsidiary with and into the Company pursuant to the provisions of Section 253 of the Delaware General Corporation Law (the “ Delaware Code ”), with the Company being the surviving entity (the “ Subsidiary Merger ”); and

WHEREAS, in accordance with Section 103(d) of the Delaware Code, the Board deems it advisable to file a Certificate of Ownership and Merger with the Secretary of State of the State of Delaware effecting the Subsidiary Merger with an effective time of 11:59 p.m. Eastern Standard Time on December 31, 2012 (the “ Effective Time ”).

NOW, THEREFORE, BE IT RESOLVED, that the Subsidiary Merger be, and hereby is, authorized and approved;

RESOLVED FURTHER, that the Certificate of Ownership and Merger with the Secretary of State of the State of Delaware shall be filed by the Company in accordance with the provisions of Section 253 of the Delaware Code to be effective at the Effective Time;

RESOLVED FURTHER, that at the Effective Time the Subsidiary shall be merged with and into the Company, the legal existence of the Subsidiary as a separate legal entity shall cease and the Company shall continue its existence as the surviving corporation;

RESOLVED FURTHER, that, upon the Effective Time, the Company shall assume all of the Subsidiary’s liabilities and obligations and be possessed of all of the assets, property, rights, powers, franchises and privileges of the Subsidiary;

RESOLVED FURTHER, that, upon the Effective Time, each issued and outstanding share of the capital stock of the Subsidiary shall be cancelled and extinguished and cease to be outstanding, without any payment being made in respect thereof, inasmuch as the Company is the owner of all issued and outstanding shares of capital stock of the Subsidiary;

RESOLVED FURTHER, that, upon the Effective Time, the Company shall by amendment of its Certificate of Incorporation assume the name PCM, Inc.; and

RESOLVED FURTHER, that the officers of the Company be, and each of them hereby is, authorized, empowered and directed to do any and all acts and things and to make, execute, deliver, file, and/or record any and all instruments, papers and documents, including, but not limited to, providing notification of the Subsidiary Merger to any appropriate governmental or regulatory agencies, the filing of a Certificate of Ownership and Merger in accordance with Section 253 of the Delaware Code and any other forms and documents with such agencies as may be required or advisable by them or by law, to effectuate the purposes of the foregoing resolutions and to carry out and consummate the Subsidiary Merger.

* * *

[SIGNATURE PAGE FOLLOWS]

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Ownership and Merger on December 20, 2012.

	PC MALL, INC.
	a Delaware corporation


	By:	/s/ Frank F. Khulusi
	Name: Frank F. Khulusi
	Title: Chief Executive Officer

Exhibit 3.2

CERTIFICATE OF SECRETARY

AMENDMENT TO THE BYLAWS
OF
PC MALL, INC.

The undersigned does hereby certify that:

1. He is the duly elected and acting Secretary of PC Mall, Inc., a Delaware Corporation (the “ Company ”); and

2. The Bylaws of the Company shall be amended to reflect the new name of the Company by changing all references to the name of the Company from “PC Mall, Inc.” to “PCM, Inc.”, effective as of December 31, 2012 at 11:59 p.m. Eastern Standard Time.

3. The foregoing amendment to the Bylaws of the Company was duly adopted by the Board of Directors of the Company by unanimous written consent, dated December 20, 2012.

IN WITNESS WHEREOF, the undersigned has executed this Certificate of Secretary to be effective as of the 31st day of December, 2012.

	/s/ Robert I. Newton
	Robert I. Newton, Secretary

Exhibit 99.1

PC Mall Changes its Corporate Name to PCM, Inc. and Ticker Symbol to PCMI

EL SEGUNDO, CA — January 2, 2013 — PCM, Inc. (NASDAQ: PCMI)(formerly PC Mall, Inc. (NASDAQ:MALL)) announced today that effective December 31, 2012, we have changed our legal corporate name to PCM, Inc. from PC Mall, Inc. In connection with the rebranding, effective January 2, 2013, our Common Stock commenced trading on NASDAQ under the ticker PCMI and no longer trades under the prior ticker of MALL.

In addition, effective December 31, 2012, we have combined our primary commercial subsidiaries PC Mall Sales, Inc., Sarcom, Inc. and PC Mall Services, Inc. into a single subsidiary. The combined subsidiary will operate under the unified commercial brand PCM and will generally include our SMB, MME and portions of our Corporate & Other segments. Additionally, in connection with the rebranding, effective December 31, 2012, our PC Mall Gov, Inc. subsidiary changed its name to PCMG, Inc. and will operate under the PCM-G brand.

Commenting on the changes, Frank Khulusi, PCM’s Chairman and Chief Executive Officer, said “Over the past several years, our company has grown into an approximately $1.5 billion enterprise in part through our acquisition and internal cultivation of different brands. We have historically differentiated those brands primarily based on the identity of the customers they serve. After careful examination of the trends taking shape in the markets we serve, we determined that going forward, our commercial customers can benefit from a more unified and streamlined brand strategy. Accordingly, we have consolidated our commercial brands and realigned our customer segments in an effort to realize significant growth and to achieve a more efficient cost structure. We are very excited about this evolution as we believe it will lead to an improved customer experience, operational synergies and benefits to all of our stakeholders, leveraging a brand that better represents the technology solutions provider we have become.”

About PCM, Inc.

PCM, Inc., through its wholly-owned subsidiaries, is a leading technology solutions provider to small and medium sized businesses, mid-market and enterprise customers, government and educational institutions and individual consumers. Effective after close of business on December 31, 2012, the company changed the corporate name from PC Mall, Inc. to PCM, Inc. and combined its primary commercial subsidiaries PC Mall Sales, Inc., Sarcom, Inc. and PC Mall Services, Inc. into a single subsidiary. The combined subsidiary will operate under the unified commercial brand PCM and will generally include our SMB, MME and portions of our Corporate & Other segments. Additionally, in connection with the rebranding and effective December 31, 2012, our PC Mall Gov, Inc. subsidiary changed its name to PCMG, Inc. and will operate under the brand PCM-G. In the 12 months ended September 30, 2012, we generated approximately $1.5 billion in revenue and now have approximately 2,900 employees, over 68% of which are in sales or service positions. For more information please visit investor.pcm.com or call (310) 354-5600.

Contact:

Matt Selinger, Partner

Genesis Select Corporation

(303) 415-0200

Forward-looking Statements

This press release may contain forward-looking statements within the meaning of Section 27A of the Securities Act of 1933, as amended, and Section 21E of the Securities Exchange Act of 1934, as amended. Such forward-looking statements include statements regarding our expectations, hopes or intentions regarding the future, including, but not limited to statements related to strategic developments such as statements related to our growth and operating efficiencies, an improved customer experience, operational synergies and other benefits to stakeholders, expected cost savings and overall cost structure, selective investments in our services capabilities, our positioning in the marketplace and for the future success of our business, our reorganization, brand strategy and related potential benefits, or other statements or expectations or goals for growth or profitability. Forward-looking statements involve certain risks and uncertainties, and actual results may differ materially from those discussed in any such statement. Factors that could cause our actual results to differ materially include without limitation risks and uncertainties related our advertising, marketing and promotional efforts, which may be costly and may not achieve desired results. Additional factors that could cause our actual results to differ are discussed under the heading “Risk Factors” in Item 1A, Part II of our Form 10-Q for the period ended September 30, 2012, on file with the Securities and Exchange Commission, and in our other reports filed from time to time with the SEC. All forward-looking statements in this document are made as of the date hereof, based on information available to us as of the date hereof, and we assume no obligation to update any forward-looking statements.