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): October 11, 2021

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

Delaware	000-26408	13-3136104
(State or other jurisdiction of incorporation)	(Commission File Number)	(IRS Employer Identification No.)

4 Industrial Way West, Suite 300, Eatontown, New Jersey	07724
(Address of principal executive offices)	(Zip Code)

732-389-0932

(Registrant’s telephone number, including area code)

Not applicable

(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 below):

☐      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))

Securities registered pursuant to Section 12(b) of the Act:

Title of each class	Trading Symbol	Name of each exchange on which registered
Common stock, $.01 par value	WSTG	The NASDAQ Global Market

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

Emerging growth company☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 5.02 Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

On October 11, 2021, Ms. Carol DiBattiste resigned from the Board of Directors (“Board”) of Wayside Technology Group, Inc. (the “Company”) and from all committees of the Board. Ms. DiBattiste’s resignation was not the result of any disagreement with the Company relating to the Company’s operations, policies or practices. Ms. DiBattiste’s service and contributions to the Company have been greatly appreciated.  In connection with Ms. DiBattiste’s resignation, the Board reduced the size of the Board from seven members to six members.

Item 7.01 Regulation FD Disclosure.

A copy of the Company’s press release concerning Ms. DiBattiste’s resignation is being furnished as Exhibit 99.1 to this Current Report on Form 8-K.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits.

99.1 ​ 104 ​ Press release issued by Wayside Technology Group, Inc. dated October 15, 2021. ​ Cover Page Interactive Data File (formatted as inline XBRL).

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.

	WAYSIDE TECHNOLOGY GROUP, INC.
Date: October 15, 2021	By:	/s/ Andrew Clark
	Name:		Andrew Clark
	Title:		Chief Financial Officer

2

EX-99.1

Exhibit 99.1

Wayside Technology Group Announces Resignation of Carol DiBattiste from Board of Directors

EATONTOWN, N.J., October 15, 2021 -- Wayside Technology Group, Inc. (NASDAQ: WSTG) ("Wayside" or the "Company"), a value-added global IT channel company providing innovative sales and distribution solutions for emerging technology vendors, has announced Carol DiBattiste's resignation from its Board of Directors (the "Board") to pursue other interests.

Commenting on her resignation, DiBattiste stated: "I have really enjoyed my time on the Board and thank the Directors and Company Leadership for their great work and collaboration. I am grateful for having had the opportunity to contribute to the Board's and the Company's success."

"On behalf of the Board and management team, I want to thank Carol for her service to Wayside. Carol's work on our Board and specifically with our Risk & Security Committee where her input and leadership have been of enormous value to the company. We wish her all the best in her future endeavors," said Jeff Geygan, Wayside's Chairman of the Board.

About Wayside Technology Group

Wayside Technology Group, Inc. (NASDAQ: WSTG) is a value-added IT distribution and solutions company specializing in emerging and disruptive technologies. Wayside operates across the US, Canada and Europe through multiple business units, including Climb Channel Solutions, Grey Matter, TechXtend and Cloud Know How. The Company provides IT distribution and solutions for emerging companies in the Security, Data Management, Cloud, Connectivity, Storage & HCI, Virtualization, and Software & ALM industries.

Additional information can be found by visiting www.waysidetechnology.com.

Forward-Looking Statements

The statements in this release concerning the Company's future prospects are forward-looking statements that involve certain risks and uncertainties. These risks and uncertainties include, without limitation, the continued acceptance of the Company's distribution channel by vendors and customers, the timely availability and acceptance of new products, product mix, market conditions, contribution of key vendor relationships and support programs, as well as factors that affect the software industry in general and other factors. Currently, one of the most significant factors, however, is the potential adverse effect of the current pandemic of the novel coronavirus, or COVID-19, on the Company, the global economy, and financial markets. The extent to which COVID-19 impacts the Company will depend on future developments, which are highly uncertain and cannot be predicted with confidence, including the scope, severity and duration of the pandemic, the actions taken to contain the pandemic or mitigate its impact, and the direct and indirect economic effects of the pandemic and containment measures, including the impact on our reseller partners and the end customer markets they serve, among others. The forward-looking statements contained herein are also subject generally to other risks and uncertainties that are described from time to time in our filings with the Securities and Exchange Commission.

Company Contact

Drew Clark
Chief Financial Officer
(732) 389-0932
drew@waysidetechnology.com

Investor Relations Contact

Sean Mansouri, CFA

Elevate IR

(949) 200-4603

WSTG@elevate-ir.com

XML

Document and Entity Information	Oct. 11, 2021
Document and Entity Information
Document Type	8-K
Document Period End Date	Oct. 11, 2021
Entity Registrant Name	WAYSIDE TECHNOLOGY GROUP, INC.
Entity File Number	000-26408
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	13-3136104
Entity Address, Address Line One	4 Industrial Way West, Suite 300
Entity Address, City or Town	Eatontown
Entity Address, State or Province	NJ
Entity Address, Postal Zip Code	07724
City Area Code	732
Local Phone Number	389-0932
Title of 12(b) Security	Common stock, $.01 par value
Trading Symbol	WSTG
Security Exchange Name	NASDAQ
Entity Central Index Key	0000945983
Amendment Flag	false
Entity Emerging Growth Company	false
Written Communications	false
Soliciting Material	false
Pre-commencement Tender Offer	false
Pre-commencement Issuer Tender Offer	false