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): January 5, 2008

______________________________

SYSTEMAX INC.

(Exact name of registrant as specified in its charter)

Delaware (State or other jurisdiction of incorporation) 1-13792 (Commission File Number) 11-3262067 (IRS Employer Identification No.)

11 Harbor Park Drive

Port Washington, New York 11050

(Address of principal executive offices)

(516) 608-7000

(Registrant’s telephone number, including area code)

N/A

(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:

£ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

£ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

£ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

£ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 1.01 Entry into a Material Definitive Agreement.

On January 5, 2008, Systemax Inc. (the “Registrant”) entered into an asset purchase agreement (the “Purchase Agreement”) with CompUSA Inc., a Delaware corporation (the “Seller”), New SAH Corp., a Delaware corporation and a wholly-owned subsidiary of the Registrant (the “Trade Name Buyer”), DotDeal Inc., a Florida corporation and a wholly-owned subsidiary of the Registrant (the “Domain Name Buyer”, and together with the Trade Name Buyer, the “Internet Buyers”), and Longhorn Inc., a Delaware corporation and a wholly-owned subsidiary of the Registrant (the “Real Estate Buyer”).

Pursuant to the Purchase Agreement, the Internet Buyers agreed to acquire certain assets and liabilities related to the e-commerce business of the Seller and certain intellectual property rights owned by the Seller (collectively, the “E-Commerce Business”).  The Internet Buyers agreed to acquire the E-Commerce Business for a purchase price of $18.9 million in cash. The Internet Buyers completed its acquisition of the E-Commerce Business on January 10, 2008.

Pursuant to the Purchase Agreement, the Real Estate Buyer agreed to acquire up to sixteen retail leases from the Seller and certain fixtures located at these locations.  The closing of the acquisition of each lease is subject to the receipt of the consent of the landlord, if required under the terms of a lease.  The aggregate purchase price for the leases and the fixtures located at each leased premises is expected to be approximately $11.5 million.  The closings of the acquisitions of the acquired leases are expected to begin on or around January 24, 2008 and continue through February 29, 2008.

Pursuant to the Purchase Agreement, the Registrant agreed to guarantee all the obligations of the Buyers under the Purchase Agreement.

Item 2.01 Completion of Acquisition or Disposition of Assets.

 On January 10, 2008, the Internet Buyers completed their acquisition of the E-Commerce Business.

Item 9.01 Financial Statements and Exhibits.

(b)  Pro Forma Financial Information.

Based on preliminary financial information currently available, the Company does not anticipate that this acquisition will exceed the significance test and therefore no pro forma financial statements will be required.

(d)  Exhibits

Exhibit No.    Description

99.1 Press Release, dated January 6, 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.

    SYSTEMAX INC.

    By: /s/ Curt Rush                                     

        Name: Curt Rush

             Title:   General Counsel and Secretary

Date:   January 10, 2008

EX-99.1

Exhibit 99.1

CONTACTS:

General Media:                                                                                                 Financial Media and Investors:

Matt Levinson/Jeff Bray                                                                                Donna Gehnrich

O’Connell & Goldberg, Inc.                                                                           Systemax Inc.

450 North Park Road, Suite 600                                                                     11 Harbor Park Drive

Hollywood, Florida 33021                                                                               Port Washington, NY 11050

(954) 964-9098                                                                                                   (516) 608-7020

mlevinson@oandgpr.com / cell: (954) 593-7208                                          dgehnrich@systemax.com

jbray@oandgpr.com / cell: (954) 599-7613

SYSTEMAX ANNOUNCES DEFINITIVE AGREEMENT TO ACQUIRE

SELECTED ASSETS AND RETAIL STORES FROM COMPUSA

Acquisition to Continue Great CompUSA Brand

PORT WASHINGTON, N.Y.– (January 6, 2008) – Systemax Inc. (NYSE:SYX - News) today announced it has entered into a definitive agreement to acquire selected assets and retail stores of CompUSA Inc.   Completion of the transaction is subject to customary closing conditions and is expected to close at several dates throughout the first quarter of 2008.

Under the agreement, Systemax will purchase the CompUSA brand, trademarks and e-commerce business, and as many as 16 CompUSA retail outlets.

“We believe the value of the CompUSA brand remains very high.  The company has a long legacy of value pricing, service and customer loyalty among consumers nationwide,” said Richard Leeds, Chief Executive Officer of Systemax.  “We view this acquisition as a strong complementary business to our TigerDirect operation.”

According to TigerDirect Chief Executive Officer Gilbert Fiorentino, CompUSA.com’s customer base enhances that of TigerDirect.com and the CompUSA retail stores will strengthen the company’s planned retail expansion.  TigerDirect currently operates 11 retail stores in Florida, Illinois, North Carolina and Ontario, Canada.  Pending required approvals, up to 16 CompUSA stores in Florida, Texas and Puerto Rico will be added during the first quarter of 2008.

“Millions of loyal customers will come to the Systemax and TigerDirect family of businesses through this acquisition,” Fiorentino said.  “We anticipate hiring many experienced CompUSA employees, preserving hundreds of store management and sales positions and making us stronger and better in the process.”

As the select CompUSA retail stores are acquired, they will be integrated into TigerDirect’s existing retail operating environment.

“We have a terrific opportunity to continue the great CompUSA brand and establish a new heritage that will extend for generations to come,” Fiorentino added.

TigerDirect, a subsidiary of Systemax, is one of the industry’s top computer and computer-product retailers.  The company’s web site (www.tigerdirect.com) was ranked as one of the Top 15 online retail sites for “Customer Focused Excellence” by the Forrester Group in November 2007 and is consistently in the Top 10 for web traffic among computer shopping sites as measured by HitWise.

Until the agreement is closed, CompUSA’s web site (www.compusa.com) and retail operations will continue to operate under CompUSA’s existing leadership.  Once the acquisition is completed, the new, improved CompUSA.com web site will operate within Systemax’s family of ecommerce web sites.  The new CompUSA.com will feature advanced searching and enhanced content including photo galleries and videos on thousands of the most popular PC, TV and consumer electronics items.  The direct costs of the acquisition will depend on the specific retail store locations that are ultimately taken over and are expected to approximate $30 million.  The indirect costs of the acquisition – primarily integration and recruiting costs, legal fees, inventory purchases, and other expenses – will be incremental to the direct costs.

About TigerDirect

TigerDirect serves the needs of personal and business computer users, selling consumer electronics, computers, digital media technology and peripherals via retail stores, catalog and Internet channels.  TigerDirect is a subsidiary of Systemax Inc. (NYSE:SYX).  Visit www.systemax.com for more information.

About Systemax Inc.

Systemax Inc. (www.systemax.com), a Fortune 1000 company, sells personal computers, computer supplies, consumer electronics and industrial products through a system of branded e-commerce web sites, direct mail catalogs, relationship marketers and retail stores in North America and Europe.  It also manufacturers and sells personal computers under the Systemax and Ultra brands and develops and markets ProfitCenter Software, a web-based, on-demand application for multi-channel direct marketing companies.

Forward-Looking Statements

This press release contains forward-looking statements about the Company’s performance.  These statements are based on management’s estimates, assumptions and projections and are not guarantees of future performance.  The Company assumes no obligation to update these statements.  Actual results may differ materially from results expressed or implied in these statements as the result of risks, uncertainties and other factors including, but not limited to: (a) unanticipated variations in sales volume, (b) economic conditions and exchange rates, (c) actions by competitors, (d) the continuation of key vendor relationships, (e) the ability to maintain satisfactory loan agreements with lenders, (f) risks associated with the delivery of merchandise to customers utilizing common carriers, (g) the operation of the Company’s management information systems, and (h) unanticipated legal and administrative proceedings.  Please refer to “Risk Factors” and the Forward-Looking Statements sections contained in the Company’s Form 10-K for a more detailed explanation of the inherent limitations in such forward-looking statements.

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