8-K

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):  March 14, 2008

POMEROY IT SOLUTIONS, INC.

(Exact name of registrant as specified in its charter)

Delaware	0-20022	31-1227808
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1020 Petersburg Road, Hebron, KY 41048

(Address of principal executive offices and Zip Code)

Registrant's telephone number, including area code (859) 586-0600

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))

Section 8 – Other Events

Item 8.01 Other Events.

On April 9, 2008, the Company announced that its Board of Directors has received a letter from David B. Pomeroy, II, a director of the Company and its largest stockholder, proposing to acquire, with a financial partner, all of the outstanding common stock of the Company not owned by him for a price of $7.05 per share.   Mr. Pomeroy’s non-binding indication of interest also identified his financial partner as Charlesbank Equity Fund VI, LP.  The press release is included as Exhibit 99.1 to this report and incorporated by reference in its entirety into this Item 8.01.

At a meeting on March 14, 2008, the Board of Directors approved the recommendation of the Nominating and Corporate Governance Committee (“Committee”) for the slate of directors to be elected at the Company’s 2008 annual meeting of stockholders.  As previously reported, in July 2007, the Company entered into a Settlement Agreement with Flagg Street Capital LLC, and certain affiliates of Flagg Street, pursuant to which the Company agreed, inter alia, to, not later than the 2008 annual meeting, reduce the size of the Board to not more than ten members and to include the three Flagg Street nominees in the slate of directors to be elected at the 2008 annual meeting.  The Board approved the Committee’s recommendation to reduce the size of the Board to eight members and approved the Committee’s recommended slate as follows: David G. Boucher; Keith R. Coogan; Ronald E. Krieg; David B. Pomeroy, II; Richard S. Press; Michael A. Ruffolo; Jonathan Starr; and Deborah E. Tibey. The three non-returning directors decided not to run for election and were recognized by the Board for their commitment to the stockholders as well as the valuable services they have provided to the Company.

Section 9. – Financial Statements and Exhibits

Item 9.01 Financial statements and Exhibits

(d) Exhibits

99.1 Press release, dated April 9, 2008.

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 hereunto duly authorized.

POMEROY IT SOLUTIONS, INC.

Date:   April 9, 2008	By:  /s/ Keith R. Coogan
	Keith R. Coogan, President and Chief Executive Officer

EX-99.1

Exhibit 99.1

POMEROY IT SOLUTIONS

COMMENTS ON SCHEDULE 13D FILING BY LARGE STOCKHOLDER

Hebron, KY – April 9, 2008 – Pomeroy IT Solutions (NASDAQ “PMRY”), a technology and services solutions provider, announced today that its Board of Directors has received a letter from David B. Pomeroy, II, a director of the Company and its largest stockholder, proposing to acquire, with a financial partner, all of the outstanding common stock of the Company not owned by him for a price of $7.05 per share.  The letter identifies Charlesbank Equity Fund VI, LP as his financial partner.  A copy of the letter was also filed as an exhibit to a Schedule 13D filing that Mr. Pomeroy made with the United States Securities Exchange Commission on April 8, 2008.    This non-binding indication of interest from Mr. Pomeroy has been referred to a Special Committee for review.  The Special Committee will consider Mr. Pomeroy’s offer as well as explore a range of other alternative transactions that could enhance stockholder value.

About Pomeroy IT Solutions, Inc.

Pomeroy IT Solutions, Inc. is a leading provider of IT infrastructure solutions focused on enterprise, network and end-user technologies.  Leveraging its core competencies in IT Outsourcing and Professional Services, Pomeroy delivers consulting, deployment, operational, staffing and product sourcing solutions through the disciplines of Six-Sigma, program and project management, and industry best practices.  Pomeroy's consultative approach and adaptive methodology enables Fortune 2000 corporations, government entities, and mid-market clients to realize their business goals and objectives by leveraging information technology to simplify complexities, increase productivity, reduce costs, and improve profitability.  For more information, go to www.pomeroy.com.

Forward-Looking Statements

Certain of the statements in the preceding paragraphs may contain projections and other forward-looking statements.  While these statements are related to future events and represent our best current judgment, they are subject to risks and uncertainties that could cause actual results to vary.  These risks and other factors include but are not limited to:  changes in customer demands or industry standards; existing market and competitive conditions, including the overall demand for IT products and services; adverse or uncertain economic conditions; loss of key personnel; the nature and volume of products and services anticipated to be delivered; the mix of the products and services businesses; the type of services delivered; the ability to successfully attract and retain customers  and to sell additional products and service to existing customers; the ability to timely bill and collect receivables; the ability to maintain a broad customer base to avoid dependence on any single customer; the need to successfully attract and retain outside consulting services;  terms of vendor agreements and certification programs and the assumptions regarding the ability to perform there under; the ability to manage risks associated with customer projects;  litigation; and the ability to attract and retain technical and other highly skilled personnel.  These statements are only predictions.  Actual events or results may differ materially.

Contact:

Keith R. Coogan, President & CEO

(859) 586-0600 x1423