-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, FEHjmS4GrbNxuyBqs+jXTaCMimMXNY49iZm1emlT+uBGk+xzGFe0wrTcow1DObHh cXhy2yxmPNOhxXaPLfc8tA== 0000899681-06-000001.txt : 20060103 0000899681-06-000001.hdr.sgml : 20060102 20060103145447 ACCESSION NUMBER: 0000899681-06-000001 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20051229 FILED AS OF DATE: 20060103 DATE AS OF CHANGE: 20060103 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: FIORENTINO GILBERT CENTRAL INDEX KEY: 0000932878 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 001-13792 FILM NUMBER: 06502054 BUSINESS ADDRESS: STREET 1: 9100 SOUTH DADELAND BLVD STREET 2: SUITE 1500 CITY: MIAMI STATE: FL ZIP: 33156 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: SYSTEMAX INC CENTRAL INDEX KEY: 0000945114 STANDARD INDUSTRIAL CLASSIFICATION: RETAIL-CATALOG & MAIL-ORDER HOUSES [5961] IRS NUMBER: 113262067 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 BUSINESS ADDRESS: STREET 1: 22 HARBOR PARK DR CITY: PORT WASHINGTON STATE: NY ZIP: 11050 BUSINESS PHONE: 5166087000 MAIL ADDRESS: STREET 1: 22 HARBOR PARK DRIVE CITY: PORT WASHINGTON STATE: NY ZIP: 11050 FORMER COMPANY: FORMER CONFORMED NAME: GLOBAL DIRECTMAIL CORP DATE OF NAME CHANGE: 19950509 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-12-29 0000945114 SYSTEMAX INC SYX 0000932878 FIORENTINO GILBERT C/O SYSTEMAX INC. 11 HARBOR PARK DRIVE PORT WASHINGTON NY 11050 1 0 0 0 Restricted Stock Unit 0 2005-12-29 4 A 0 1000000 0 A 2007-01-01 2013-04-01 Common Stock 1000000 1000000 D The grant was subject to and conditioned upon (a) the approval by the holders of a majority of the Company's common stock at the Company's next annual stockholders meeting following the date of the October 12, 2004 grant agreement (which approval was obtained on December 29, 2005), and (b) satisfaction of a condition regarding the Company's EBITDA (the "Performance Condition"), which was previously satisfied. These restricted stock units vest in nine installments, the first of which is for 20% and the balance of which are for 10% of the units granted. The first installment of 200,000 units vested on the date on which the Performance Condition was satisfied (i.e., December 29, 2005) and the other installments will vest on April 1 of each year thereafter, commencing April 1, 2006. Shares of common stock are to be delivered within 30 days after the occurrence of a Distribtuion Event, which is defined as the earliest of (i) the date on which the Recipient is no longer an employee of ei ther the Company or the Subsidiary for any reason, (ii) the date on which a change of control (as defined) occurs or (iii) the Trigger Date. The "Trigger Date" is (i) with respect to the Restricted Stock Units that vested on December 29, 2005, January 1, 2006; and (ii) with respect to the Restricted Stock Units that vest on April 1, 2006, or on any suceeding April 1, the date on which the Restricted Stock Units become vested. The Recipient may elect under certain circumstances to defer the Trigger Date and pursuant to such right the Recipient has elected to defer the vesting of the first installment of 200,000 units until January 1, 2007. /s/ Gilbert Fiorentino 2005-12-29 -----END PRIVACY-ENHANCED MESSAGE-----