Systemax Settles Shareholder Suits
May 17 2006 - 5:10PM
Business Wire
Systemax Inc. (NYSE:SYX), a leading distributor and manufacturer of
PC hardware, related computer products and industrial products in
North America and Europe, announced today that the Company, its
directors and Chief Financial Officer have entered into a
stipulation of settlement with the shareholder plaintiffs who had
filed derivative complaints in 2005 alleging misconduct in
connection with the Company's restatement of its 2004 financial
results. Pursuant to such settlement, which is still subject to
federal court approval, the Company will adopt certain changes to
its corporate governance policies. As part of the settlement, the
Company has also agreed to pay $300,000 for the plaintiffs' legal
fees. This settlement, if approved, will result in a release of all
claims against the defendants and the dismissal with prejudice of
the derivative complaint filed on May 25, 2005 in federal district
court and derivative complaints filed on June 3, 2005 and June 6,
2005 in New York state court. Richard Leeds, Chairman and Chief
Executive Officer of Systemax, commented, "Although we believe the
allegations of misconduct are unfounded, the Company has determined
that it is in its best interest to settle these lawsuits." Mr.
Leeds also said that he believed the new corporate governance
policies agreed in the settlement would be beneficial to the
Company and its shareholders. The governance changes detailed in
the settlement agreement include the following: -- The Company will
create the new position of Lead Independent Director, to be elected
by the independent directors. The Lead Independent Director will
serve on the Executive Committee and be responsible for
coordinating the activities of the independent directors including
developing the agenda for and moderating sessions of the
independent directors, advising as to an appropriate board meeting
schedule, providing input on board and committee meeting agendas,
advising as to the flow of information to the independent
directors, recommending the retention of consultants who report
directly to the Board, assisting the Board and officers in assuring
compliance with and implementation of the Company's corporate
governance policies and being principally responsible for
recommending revisions to such policies. -- The Board's independent
directors shall meet separately in executive sessions, chaired by
the Lead Independent Director, at least quarterly. -- Directors
standing for re-election at the next annual meeting shall be
required to receive a majority of the votes cast to retain their
positions on the Board. -- The Nominating & Corporate
Governance Committee and the Compensation Committee shall be
comprised exclusively of independent directors by the end of 2006.
-- The Audit Committee shall conduct a re-proposal for the
Company's independent auditors at least once every five years. The
Company's independent auditors shall not provide any consulting
services except for tax consulting services. The Audit Committee
shall review the appropriateness and accounting treatment of all
related party transactions, including corporate acquisitions and
sales of assets of greater than $300,000. The Company's Directors
of Internal Audit shall report directly to the Company's Chief
Financial Officer and the Audit Committee at least four times per
fiscal year, or more often as necessary. -- Other matters include
limitations on other boards on which the CEO can serve, committee
authorization to independently engage consultants, minimum numbers
of meetings for certain committees, and maintenance and circulation
of Board and committee minutes. Systemax Inc. (wwwsystemax.com)
employs a system of branded e-commerce web sites, direct mail
catalogs and relationship marketers to sell PC hardware, related
computer products, electronic and industrial products in North
America and Europe. Systemax is a Fortune 1000 company.
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
the Forward Looking Statements section contained in Item 7 of the
Company's Form 10-K for a more detailed explanation of the inherent
limitations in such forward-looking statements.
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