UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K/A

(Amendment No. 1)

 

 

(Mark One)

x Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

For the fiscal year ended June 30, 2013

OR

 

¨ Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

Commission File Number: 000-26926

 

 

 

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ScanSource, Inc.

(Exact name of registrant as specified in its charter)

 

 

 

SOUTH CAROLINA   57-0965380
(State or other jurisdiction
of incorporation or organization) 		 

(I.R.S. Employer

Identification No.)

6 Logue Court

Greenville, South Carolina, 29615

(Address of principal executive offices)

(864) 288-2432

(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.    Yes   x     No   ¨

Indicate by check mark whether the registrant has submitted electronically and posted on its corporate website, if any, every Interactive Data File required to be submitted and posted pursuant to Rule 405 of Regulation S-T (§ 232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit and post to such files.    Yes   x     No   ¨

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer,” and “smaller reporting company” in Rule 12b-2 of the Exchange Act.

 

Large accelerated filer   x    Accelerated filer   ¨
Non-accelerated filer   ¨   (Do not check if a smaller reporting company)    Smaller reporting company   ¨

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).    Yes   ¨     No   x

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

 

Class

 

Outstanding at August 22, 2013

Common Stock, no par value per share

  28,070,326 shares

 

 

 

EXPLANATORY NOTE

This Amendment No. 1 to Form 10-K (this “Amendment”) amends the Annual Report on Form 10-K for the fiscal year ended June 30, 2013, originally filed on August 26, 2013 (the “Original 10-K”), of ScanSource, Inc. (the “Company”). The Company is filing this Amendment to replace Exhibit 10.38 to include certain portions of the Exhibit that had previously been omitted or “redacted” pursuant to a request for confidential treatment. This Amendment provides a revised redacted version of Exhibit 10.38.

This Amendment should be read in conjunction with the Original 10-K and the Company’s other filings made with the Securities and Exchange Commission subsequent to the filing of the Original 10-K on August 26, 2013. The Original 10-K has not been amended or updated to reflect events occurring after August 26, 2013, except as specifically set forth in this Amendment.

PART IV.

 

ITEM 15. Exhibits and Financial Statement Schedules.

(b)  Exhibits . See Exhibit Index.

 

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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.

 

  ScanSource, Inc.
 

/s/ MICHAEL L. BAUR

  Michael L. Baur
Date: January 31, 2014  

Chief Executive Officer

(Principal Executive Officer)

 

/s/ CHARLES A. MATHIS

  Charles A. Mathis
Date: January 31, 2014  

Chief Financial Officer

(Principal Financial Officer)

 

/s/ GERALD LYONS

  Gerald Lyons
Date: January 31, 2014  

Senior Vice President of Finance and Principal Accounting Officer

(Principal Accounting Officer)

 

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Exhibit
Number 		   Description    Filed
herewith 		   Form    Period
Ending 		   Exhibit     

Filing

Date

2.1    Share Purchase and Sale Agreement by and among ScanSource DO Brasil Participacoes LTDA as Buyer, Alexandre Machado De Campos Conde, Marcelo Duarte Hirsch, Gustavo Conde, Rosania De Souza Possebom, Juliane Possebom, Daniele Possebom, Gabriela Possebom, Adolar Nardes Junior and Caio Vinicius Domingos Nardes as Sellers; and CDC Brasil S.A., formerly called CDC Brasil Distribuidora LTDA, AECO Participacoes LTDA, Rhouse Participacoes LTDA and Nardes Administracao LTDA (as Agreeing Parties) dated April 7, 2011       8-K         2.1      4/15/2011
3.1    Amended and Restated Articles of Incorporation of the Registrant and Articles of Amendment Amending the Amended and Restated Articles of Incorporation of the Registrant       10-Q    12/31/2004      3.1      2/3/2005
3.2    Amended and Restated Bylaws of the Registrant, effective December 5, 2008       8-K         3.1      12/9/2008
4.1    Form of Common Stock Certificate       SB-2         4.1      2/7/1994
   Executive Compensation Plans and Arrangements               
10.1    1997 Stock Incentive Plan, as amended, of the Registrant and Form of Stock Option Agreement       10-K    6/30/1999      10.13      9/28/1999
10.2    Amended and Restated Directors Equity Compensation Plan, as amended and restated       10-Q    9/30/2012      10.4      11/2/2012
10.3    Form of Restricted Stock Award (for ScanSource, Inc. Amended and Restated Directors Equity Compensation Plan as amended and restated)       10-Q    3/31/2011      10.3      5/6/2011
10.4    Nonqualified Deferred Compensation Plan, as amended and restated       10-Q    9/30/2012      10.5      11/2/2012
10.5    Amended and Restated 2002 Long-Term Incentive Plan       8-K         10.1      12/7/2009
10.6    Form of Incentive Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2010       10-Q    12/31/2010      10.2      2/4/2011
10.7    Form of Non-Qualified Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2010       10-Q    12/31/2010      10.3      2/4/2011
10.8    Form of Restricted Stock Unit Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2010       10-Q    12/31/2010      10.4      2/4/2011
10.9    Form of Restricted Stock Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2010       10-Q    12/31/2010      10.5      2/4/2011
10.10    Form of Restricted Stock Award Certificate (US) under the 2002 Amended and Restated Long-Term Incentive Plan       10-Q    12/31/2008      10.1      2/4/2009
10.11    Form of Restricted Stock Award Certificate (UK) under the 2002 Amended and Restated Long-Term Incentive Plan       10-Q    12/31/2008      10.2      2/4/2009
10.12    Form of Restricted Stock Award Certificate (Europe, not UK) under the 2002 Amended and Restated Long-Term Incentive Plan       10-Q    12/31/2008      10.3      2/4/2009
10.13    Form of Restricted Stock Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2009       8-K         10.2      12/7/2009
10.14    Form of Incentive Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2009       8-K         10.3      12/7/2009
10.15    Form of Non-Qualified Stock Option Award Certificate under the Amended and Restated 2002 Long-Term Incentive Plan for grants on or after December 3, 2009       8-K         10.4      12/7/2009

 

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10.16    Founder’s Supplemental Executive Retirement Plan Agreement         10-Q    3/31/2011      10.2      5/6/2011
10.17    Amended and Restated Employment Agreement, effective as of June 6, 2011, between the Registrant and Michael L. Baur         10-K    6/30/2011      10.18      8/29/2011
10.18    First Amendment to Amended and Restated Employment Agreement effective July 1, 2012, between the Registrant and Michael L. Baur         10-Q    9/30/2012      10.2      11/2/2012
10.19    Letter from Michael L. Baur to Board of Directors    (1)              
10.20    Amended and Restated Employment Agreement, effective as of June 6, 2011, between the Registrant and Richard P. Cleys         10-K    6/30/2011      10.19      8/29/2011
10.21    Letter Agreement between the Registrant and Richard P. Cleys         10-Q    12/31/2012      10.1      2/1/2013
10.22    Amended and Restated Employment Agreement, effective as of June 6, 2011, between the Registrant and R. Scott Benbenek         10-K    6/30/2011      10.20      8/29/2011
10.23    First Amendment to Amended and Restated Employment Agreement effective July 1, 2013, between the Registrant and R. Scott Benbenek    (1)              
10.24    Amended and Restated Employment Agreement ,effective as of June 6, 2011, between the Registrant and Andrea D. Meade         10-K    6/30/2011      10.21      8/29/2011
10.25    First Amendment to Amended and Restated Employment Agreement effective July 1, 2013, between the Registrant and Andrea D. Meade    (1)              
10.26    Amended and Restated Employment Agreement, dated June 6, 2011, between the Registrant and John J. Ellsworth         10-K    6/30/2011      10.22      8/29/2011
10.27    First Amendment to Amended and Restated Employment Agreement effective July 1, 2013, between the Registrant and John J. Ellsworth    (1)              
10.28    Employment Agreement effective December 17, 2012, between the Registrant and Charles A. Mathis         10-Q    12/31/2012      10.2      2/1/2013
10.29    First Amendment to Employment Agreement effective July 1, 2013 between the Registrant and Charles A. Mathis    (1)              
10.30    Employment Agreement effective as of July 25, 2012 between the Registrant and Gerald Lyons         10-Q    9/30/2012      10.3 1       11/2/2012
10.31    Form of Restricted Stock Award Agreement for R. Scott Benbenek, dated June 6, 2011         10-K    6/30/2011      10.26      8/29/2011
10.32    Form of Restricted Stock Award Agreement for Andrea D. Meade, dated June 6, 2011         10-K    6/30/2011      10.27      8/29/2011
10.33    Form of Performance and Service-Based Restricted Stock Unit Award Agreement for John J. Ellsworth dated May 14, 2012         10-K    6/30/2012      10.31      8/24/2012
   Bank Agreements                 
10.34    Amended and Restated Credit Agreement entered into on October 11, 2011, among ScanSource, Inc., the Subsidiary Borrowers party thereto, J.P. Morgan Chase Bank, N.A., individually and as administrative agent and the other financial institutions signatory thereto         10-Q    9/30/2011      10.1      11/4/2011
   Other Agreements                 
10.35+    Industrial Lease Agreement dated April 27, 2007 between Registrant and Industrial Developments International,Inc.         10-K    6/30/2007      10.26      8/29/2007
10.36+    US Avaya Contract with ScanSource, Inc.         10-K    6/30/2010      10.39      8/26/2010
10.37+++    Amendment to Distribution Agreement with Avaya.    (1)              
10.38+++    Addendum to Distributor Agreement with Avaya.    X              
10.39+    US Motorola (f/k/a Symbol Technologies) Contract with ScanSource, Inc.         10-K    6/30/2010      10.40      8/26/2010
10.40+    Letter Agreement with US Motorola         10-K    6/30/2010      10.41      8/26/2010
21.1    Subsidiaries of the Company    (1)              
23.1    Consent of Ernst & Young LLP    (1)              
31.1    Certification of the Chief Executive Officer, Pursuant to Rule13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    X              

 

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31.2    Certification of the Chief Financial Officer, Pursuant to Rule 13a-14(a) or 15d-14(a) of the Exchange Act, as Adopted Pursuant to Section 302 of the Sarbanes-Oxley Act of 2002    X                 
32.1    Certification of the Chief Executive Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    (1)               
32.2    Certification of the Chief Financial Officer, Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the Sarbanes-Oxley Act of 2002    (1)               
101++    The following materials from our Annual Report on Form 10-K for the year ended June 30, 2013, formatted in XBRL (eXtensible Business Reporting Language): (i) the Consolidated Balance Sheets as of June 30, 2013 and June 30, 2012, (ii) the Consolidated Income Statements for the years ended June 30, 2013, June 30, 2012 and June 30, 2011, (iii) the Consolidated Statements of Shareholders’ Equity for the years ended June 30, 2013, June 30, 2012 and June 30, 2011, (iv) the Consolidated Statements of Cash Flows for the years ended June 30, 2013, June 30, 2012 and June 30, 2011, and (v) the Notes to the Consolidated Financial Statements, tagged as blocks of text    (1)               

 

(1) Filed with the Original 10-K.
+ Confidential treatment has been granted with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the Commission as part of an application for confidential treatment.
++ The XBRL-related information has been furnished electronically herewith. This exhibit, regardless of whether it is an exhibit to a document incorporated by reference into any of our filings and except to the extent specifically stated otherwise, is deemed not filed or part of a registration statement or prospectus for purposes of sections 11 or 12 of the Securities Act of 1933, as amended, is deemed not filed for purposes of section 18 of the Securities Exchange Act of 1934, as amended, and otherwise is not subject to liability under these sections.
+++ Confidential treatment has been requested with respect to certain portions of this Exhibit, which portions have been omitted and filed separately with the Commission as part of an application for confidential treatment.

 

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Exhibit 10.38

REDACTED – OMITTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IS DENOTED HEREIN BY *****

 

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Addendum

to

Distributor Agreement AVDIST1-021001

This Addendum shall be effective as of the date of signature by Avaya and is by and between Avaya Inc. (“Avaya”), ScanSource, Inc. d/b/a Catalyst Telecom (“ScanSource”), and Netpoint International, Inc. d/b/a ScanSource Latin America (“Netpoint”), a wholly-owned subsidiary of ScanSource.

WHEREAS, Avaya and ScanSource are parties to a certain distributor agreement, No. AVDIST1-021001 dated August 16, 2002, with an addendum dated August 16, 2002 and amendments dated December 11, 2003 (two), May 1, 2005, September 10, 2007, and August 25, 2009 (together, the “Agreement”);

WHEREAS, the parties wish to extend the territory covered by the Agreement to the Caribbean and Latin America (the “CALA Territory”, as more specifically described on Attachment 1);

WHEREAS, This Addendum incorporates all the terms and conditions of the Agreement. Capitalized terms used in this Addendum but not defined will have the meanings given them in the Agreement.

THEREFORE, the parties agree as follows:

1. APPLICABILITY OF ADDENDUM . This Addendum pertains solely to purchases of Products and Services to be made by Netpoint for sales in the CALA Territory. Nothing in this Addendum shall be deemed to affect the purchase of Products or Services by ScanSource or any of its subsidiaries or affiliates for sales outside of the CALA Territory or affect any other terms and conditions between ScanSource (including its subsidiaries and affiliates) and Avaya (including its subsidiaries and affiliates).

2. SECTION 1.0 DEFINITIONS. Section 1.0 “Definitions” will be revised as follows:

“Territory” means the geographic area specified in Attachment 1 of this Addendum.

3. AUTHORIZATION. Netpoint will be appointed as Authorized Avaya Distributor for the CALA Territory pursuant to section 3 of the Agreement with the following exceptions:

*****

For sales in the CALA Territory Netpoint is authorized to buy Products both (i) directly from Avaya and (ii) from ScanSource.

4. SECTION 4.0-DISTRIBUTOR RESPONSIBILITIES. Section 4.0 “Distributor Responsibilities” shall be amended to include the following relating to the CALA Territory:

4.6 ( C ) Export/Import Compliance. Products, technical information, and Services provided by Avaya under this Addendum are under the jurisdiction of the United States and any local country from which the Products, technical information, and/or Services are exported or imported. Avaya agrees to provide US Product classification information necessary for the legal export, re-export, or import of the Product or Services (to include US ECCN, US Export Authority, US CCATS, and US HTS). Netpoint will offer its full cooperation to Avaya and provide all information requested for licensing, reporting, and recordkeeping requirements (to include but not be limited to End User and end-use information prior to the commencement of any resale to the extent such information is available from Netpoint’s Reseller customer at the time of sale by Netpoint to Reseller) to allow Avaya to meet all trade compliance requirements. Netpoint agrees to make all applicable export/import records available for audit by Avaya upon request and agrees to retain the aforementioned records for three years from the date of export/import. Netpoint is hereby notified that the marketing, sale, installation, and integration of Avaya Products for government and military End Users is subject to special licensing requirements and must be reported to Avaya at agtc@avaya.com prior to any such activities to the extent Netpoint has such information at the time of sale. By executing the Agreement, Netpoint represents that it, is legally able to receive or handle Avaya Products, technical information, and

REDACTED – OMITTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IS DENOTED HEREIN BY *****

 

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Services (i.e. not a restricted or denied party as designated by the US Department of Commerce, US Department of State, US Department of Treasury – Office of Foreign Asset Controls, or any other US government agency or other government agency in any country). Netpoint also agrees that participation in a boycott which is not sanctioned by the US government is prohibited (for further information on US Anti boycott Compliance please refer to: http://www.bis.doc.gov/complianceandenforcement/antiboycottcompliance/Default.htm).

5 . Section 5.0-DISTRIBUTOR ORDERS . Section 5.0 “Distributor Responsibilities” shall be amended to include the following:

5.3 Order Submission. For orders in the CALA Territory Netpoint shall submit orders for Products and Services on Avaya Inc. or another Avaya Affiliate, as advised by Avaya. ONLY THE EXECUTION OF AN ORDER FROM NETPOINT BY AVAYA OR AN AVAYA AFFILIATE WILL CONSTITUTE A CONTRACT BETWEEN THOSE PARTIES.

5.4 Shipping, Risk of Loss and Title. Unless Avaya provides Netpoint with an express written confirmation of a different delivery term, Netpoint agrees with Avaya that all deliveries of Products in the CALA Territory (including deliveries after repair or replacement) will be made as follows:

 

Products Final

Destination

(Territory)

 

Avaya Selling

Entity

 

INCOTERM

 

Passage of Risk

of Loss and

incidents of

ownership (other

than title)

 

Title Passage

Caribbean or Latin America Country (shipment from the United States)

  Avaya Inc.   *****   *****  

Netpoint shall provide Avaya with the documentation needed to complete Avaya’s internal control procedure for exports from the United States or other country of manufacture or storage, as required by the applicable law. If Netpoint´s selected carrier or freight forwarder does not provide Avaya with the necessary documentation, or fails to take possession of the Products within 48 hours after the scheduled date of shipment, Avaya (in its sole discretion and notwithstanding Section 2.7) may act as Netpoint’s agent to select a different freight forwarder with Netpoint remaining responsible for all reasonable freight and insurance costs. Netpoint shall file all claims for a Product not conforming to the order in type or quantity in accordance with the Channel Policies *****

6. Section 10.0-AVAYA BILLING AND DISTRIBUTOR PAYMENT. SECTION 10.0 “ AVAYA BILLING AND DISTRIBUTOR PAYMENT” shall be amended to include the following:

10.4 Taxes – CALA Territory. With regard to sales in the CALA Territory, unless Netpoint provides Avaya with a current tax exemption certificate, Netpoint is solely responsible for paying all legally required taxes, including without limitation any sales, excise or other taxes and fees which may be levied upon the sale, transfer of ownership, license, installation or use of the Products or Services (“Tax” or “Taxes”), except that Netpoint will have no liability with respect to: (i) Taxes that are imposed on Avaya by a taxing authority in a jurisdiction in which Avaya is subject to tax as a result of transactions or activities other than, and without regard to, the Agreement, and that are imposed on, measured by, or based upon net income (or Taxes that are similar to, in lieu of, or in substitution for, such taxes) of Avaya; and (ii) Taxes in the nature of franchise, doing business, or capital stock taxes if such Taxes are based on or measured by capital stock value, par value or net worth of Avaya and are imposed by any taxing jurisdiction in which Avaya is subject to such taxes as a result of transactions or activities other than, and without regard to, the Agreement. If Netpoint is required to bear a Tax pursuant to this Section, then Netpoint shall pay such Tax and any additional amounts as are necessary to ensure that the net amounts received by Avaya hereunder, after all such payments or withholdings, equal the amounts to which Avaya is otherwise entitled under the Agreement as if such Tax did not exist.

REDACTED – OMITTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IS DENOTED HEREIN BY *****

 

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7. Warranties and limitations FOR CALA TERRITORY

Warranty. Avaya warrants to Netpoint that during the applicable warranty period, the Products will conform to and operate in accordance with the applicable Documentation in all material respects. Netpoint is authorized to pass through this warranty to Resellers and End Users.

Warranty Period. Unless otherwise agreed, the warranty periods for Products are as follows: (i) Hardware 15 months from the Delivery Date; and (ii) Software 90 days from the Delivery Date.

Remedies . If a Product is not in conformance with the warranty above and Avaya receives from Netpoint during the applicable warranty period a written notice describing in reasonable detail how the Product failed to be in conformance, Avaya at its option shall: *****

Warranty Procedures. *****

Costs . If a Product is returned within the applicable warranty period subject to a valid warranty claim, *****

Exclusions and Disclaimers. The warranties provided by Avaya under the Agreement do not extend to any damages, malfunctions, or non-conformities caused by: *****

No Additional Warranty. *****

8. Infringement. Section 20.1 of the Agreement shall be modified so that the phrase “any United States patent” is removed and replaced with the phrase “any United States patent or any patent in the CALA Territory”.

9. DISCOUNTS. The list of discounts applicable to Netpoint within the CALA territory are included in Attachment 2.

 

By:

    

Avaya Inc.

    By:     

ScanSource, Inc.

Name:

    

Robert Brossa

    Name:     

Mike Ferney

Title:

    

Marketing Leader Americas

    Title:     

VP of Merchandising

Date:

    

Feb. 28 2013

    Date:     

February 19, 2013

By:

     Netpoint International, Inc.         
    

(d/b/a ScanSource Latin America)

        

Name:

    

Elias Botbol

        

Title:

    

President

        

Date:

    

February 19, 2013

        

REDACTED – OMITTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IS DENOTED HEREIN BY *****

 

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DISTRIBUTOR AGREEMENT

ATTACHMENT 1

TERRITORY

 

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REDACTED – OMITTED MATERIAL HAS BEEN SEPARATELY FILED WITH THE COMMISSION PURSUANT TO RULE 24b-2 OF THE SECURITIES EXCHANGE ACT OF 1934, AS AMENDED, AND IS DENOTED HEREIN BY *****

 

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DISTRIBUTOR AGREEMENT

ATTACHMENT 2

DISCOUNTS – CALA TERRITORY

PRICE LIST:

CURRENCY: *****

DISCOUNTS: The discounts applicable to Netpoint at the Effective Date for sales in the CALA Territory are as set out below. *****

*****

Exhibit 31.1

Certification Pursuant to Rule 13a-14(a) or 15d-14(a)

of the Exchange Act, as adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Michael L. Baur, certify that:

 

1. I have reviewed this annual report on Form 10-K/A of ScanSource, Inc.; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

/s/ Michael L. Baur

Michael L. Baur, Chief Executive Officer (Principal Executive Officer)

Date: January 31, 2014

Exhibit 31.2

Certification Pursuant to Rule 13a-14(a) or 15d-14(a)

of the Exchange Act, as adopted Pursuant to Section 302 of the

Sarbanes-Oxley Act of 2002

I, Charles A. Mathis, certify that:

 

1. I have reviewed this annual report on Form 10-K/A of ScanSource, Inc.; and

 

2. Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report.

 

/s/ Charles A. Mathis

Charles A. Mathis, Chief Financial Officer (Principal Financial Officer)

Date: January 31, 2014