X annual report pursuant to section 13 or 15(d) of the securities exchange act of 1934


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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM 10-K

 

 

x

ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the fiscal year ended December 31, 2009

 

o

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

 

For the transition period from                       to                       

 

Commission File Number: 0-25790

 

 

PC MALL, INC.

(Exact name of Registrant as specified in its charter)

 

 

Delaware

 

95-4518700

(State or other jurisdiction of

 

(IRS Employer

incorporation or organization)

 

Identification Number)

 

2555 West 190th Street, Suite 201, Torrance, CA 90504

(Address of principal executive offices, including zip code)

 

(310) 354-5600

(Registrant’s telephone number, including area code)

 

 

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

 

Title of Each Class

 

Name of Exchange on Which Registered

Common Stock, $0.001 par value per share

 

The NASDAQ Global Market

 

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

None

 

 

Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act. Yeso  Nox

 

Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act. Yeso  Nox

 

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 o

 

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

 

Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein, and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K.  x

 

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. (Check one):

 

Large accelerated filero

 

Accelerated filerx

 

 

 

Non-accelerated filero

 

Smaller Reporting Companyo

(Do not check if a smaller reporting company)

 

 

 

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Act).  Yeso Nox

 

As of June 30, 2009, the aggregate market value of the Common Stock held by non-affiliates of the registrant was approximately $69.7 million, based upon the closing sales price of the registrant’s Common Stock on such date, as reported on the Nasdaq Global Market. Shares of Common Stock held by each executive officer, director and each person owning more than 10% of the outstanding Common Stock of the registrant have been excluded in that such persons may be deemed to be affiliates of the registrant. This determination of affiliate status is not necessarily a conclusive determination for other purposes.

 

As of March 11, 2010, the registrant had 12,306,652 shares of common stock outstanding.

 

Documents Incorporated By Reference Into Part III:

 

Portions of the definitive Proxy Statement for the Registrant to be filed in connection with its 2010 Annual Meeting of Stockholders are incorporated by reference into Part III of this Report.

 

 

 
 

PC MALL, INC.

 

TABLE OF CONTENTS

 

 

 

Page

 

 

 

PART I

 

 

 

 

 

ITEM 1 — Business

 

4

 

 

 

ITEM 1A — Risk Factors

 

14

 

 

 

ITEM 1B — Unresolved Staff Comments

 

30

 

 

 

ITEM 2 — Properties

 

30

 

 

 

ITEM 3 — Legal Proceedings

 

31

 

 

 

ITEM 4 — Reserved

 

31

 

 

 

ITEM 4A — Executive Officers of the Registrant

 

31

 

 

 

PART II

 

 

 

 

 

ITEM 5 — Market for Registrant’s Common Equity, Related Stockholder Matters and Issuer Purchases of Equity Securities

 

32

 

 

 

ITEM 6 — Selected Financial Data

 

34

 

 

 

ITEM 7 — Management’s Discussion and Analysis of Financial Condition and Results of Operations

 

35

 

 

 

ITEM 7A — Quantitative and Qualitative Disclosures about Market Risk

 

52

 

 

 

ITEM 8 — Financial Statements and Supplementary Data

 

53

 

 

 

ITEM 9 — Changes in and Disagreements with Accountants on Accounting and Financial Disclosure

 

80

 

 

 

ITEM 9A — Controls and Procedures

 

80

 

 

 

ITEM 9B — Other Information

 

81

 

 

 

PART III

 

 

 

 

 

ITEM 10 — Directors, Executive Officers and Corporate Governance

 

81

 

 

 

ITEM 11 — Executive Compensation

 

81

 

 

 

ITEM 12 — Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters

 

81

 

 

 

ITEM 13 — Certain Relationships and Related Transactions, and Director Independence

 

81

 

 

 

ITEM 14 — Principal Accounting Fees and Services

 

81

 

 

 

PART IV

 

 

 

 

 

ITEM 15 — Exhibits and Financial Statement Schedules

 

82

 

 

 

SIGNATURES

 

88

 

1
 

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