- Amended Statement of Ownership (SC 13G/A)
February 14 2011 - 12:00PM
Edgar (US Regulatory)
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13G
Under
the Securities Exchange Act of 1934
(Amendment
No. 2)*
Systemax
Inc.
(Name of
Issuer)
Common
Stock, $0.01 par value
(Title of
Class of Securities)
871851
10 1
(CUSIP
Number)
(Date of
Event which Requires filing of this Statement)
Check the
appropriate box to designate the rule pursuant to which this Schedule is
filed:
[ ] Rule
13d-1(b)
[ x ] Rule
13d-1(c)
[ ] Rule
13d-1(d)
* The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter the
disclosures provided in a prior cover page.
The
information required in the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
CUSIP
No. 871851 10 1
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Thomas W. Smith
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[x]
|
3
|
SEC
USE ONLY
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
600,000
|
6
|
SHARED
VOTING POWER
2,233,561
|
7
|
SOLE
DISPOSITIVE POWER
600,000
|
8
|
SHARED
DISPOSITIVE POWER
2,233,561
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,833,561
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.7%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 871851 10 1
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Scott J. Vassalluzzo
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
2,158,861
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
2,258,861
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,258,861
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
6.2%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
CUSIP
No. 871851 10 1
1
|
NAMES
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NOS. OF ABOVE PERSONS (entities only)
Steven M. Fischer
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
[ ]
(b)
[x]
|
3
|
SEC
USE ONLY
|
4
|
CITIZEN
OR PLACE OF ORGANIZATION
United States
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
5
|
SOLE
VOTING POWER
0
|
6
|
SHARED
VOTING POWER
2,082,861
|
7
|
SOLE
DISPOSITIVE POWER
0
|
8
|
SHARED
DISPOSITIVE POWER
2,082,861
|
9
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,082,861
|
10
|
CHECK
IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
Not Applicable
|
11
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW 9
5.7%
|
12
|
TYPE
OF REPORTING PERSON
IN
|
|
|
ITEM
1.
|
(a)
|
Name
of Issuer:
|
Systemax
Inc.
|
|
Address
of Issuer's Principal Executive
Offices:
|
11 Harbor
Park Drive
Port
Washington, New York 11050
This
Statement is being filed jointly by Thomas W. Smith, Scott J. Vassalluzzo, and
Steven M. Fischer, each of whom is a private investment manager (collectively,
the “
Reporting
Persons
”). The filing of this Statement shall not be deemed to
be an admission that the Reporting Persons comprise a “group” within the meaning
of Section 13(d)(3) of the Securities Exchange Act of 1934, as
amended. The Reporting Persons each disclaim beneficial ownership of
the shares reported in this Statement in excess of those shares as to which they
have or share voting or investment authority.
|
(a)
|
Address
of Principal Business
Office:
|
The
following is the address of the principal business office of each of the
Reporting Persons:
323
Railroad Avenue
Greenwich,
CT 06830
Each of
Thomas W. Smith, Scott J. Vassalluzzo and Steven M. Fischer is a United States
citizen.
|
|
Title
of Class of
Securities:
|
Common
Stock, $0.01 par value
871851 10
1
ITEM
3.
|
If
this Statement is filed pursuant to Rules 13d-1(b) or 13d-2(b) or (c),
check whether the person filing is
a:
|
Not
applicable.
If
this Statement is filed pursuant to Rule 13d-1(c), check this box
[x]
|
(a)
|
Thomas
W. Smith – 2,833,561 shares; Scott J. Vassalluzzo – 2,258,861 shares;
Steven M. Fischer – 2,082,861.
|
|
(b)
|
Thomas
W. Smith – 7.7%; Scott J. Vassalluzzo – 6.2%; Steven M. Fischer
– 5.7%.
|
|
(c)
|
Mr.
Smith has the sole power to vote or to direct the vote of and to dispose
or to direct the disposition of 600,000 shares. Messrs.
Vassalluzzo and Fischer each have the sole power to vote or to direct the
vote of and to dispose or to direct the disposition of no
shares. Messrs. Smith, Vassalluzzo and Fischer have the shared
power to vote or dispose or to direct the vote or the disposal of
2,233,561, 2,258,861, and 2,082,861 shares,
respectively. Voting and investment authority over investment
accounts established for the benefit of certain family members and friends
of Messrs. Smith and Vassalluzzo is subject to each beneficiary’s right,
if so provided, to terminate or otherwise direct the disposition of the
investment account.
|
ITEM
5.
|
Ownership
of Five Percent or Less of a Class
|
Not
applicable.
ITEM
6.
|
Ownership
of More than Five Percent on Behalf of Another
Person
|
Messrs.
Smith, Vassalluzzo and Fischer in the aggregate beneficially own 2,333,561
shares in their capacities as investment managers for certain managed
accounts. The managed accounts have the right to receive dividends
from, and the proceeds from the sale of, the managed accounts’
shares. Voting and investment authority over managed accounts
established for the benefit of certain family members and friends of Messrs.
Smith and Vassalluzzo is subject to each beneficiary’s right, if so provided, to
terminate or otherwise direct the disposition of the managed
account.
ITEM
7.
|
Identification
and Classification of the Subsidiary Which Acquired the Security Being
Reported on By the Parent Holding
Company
|
Not
applicable.
ITEM
8.
|
Identification
and Classification of Members of the
Group
|
Not
applicable.
ITEM
9.
|
Notice
of Dissolution of Group
|
Not
applicable.
By
signing below, I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for the purpose
of or with the effect of changing or influencing the control of the issuer of
the securities and were not acquired and are not held in connection with or as a
participant in any transaction having that purpose or effect.
Signature
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete and
correct.
Date:
February 14, 2011
/s/ Thomas W. Smith
|
Thomas
W. Smith
|
|
/s/ Scott J. Vassalluzzo
|
Scott
J. Vassalluzzo
|
|
/s/ Steven M. Fischer
|
Steven
M. Fischer
|
JOINT
FILING AGREEMENT
The
undersigned agree that the foregoing Amendment No. 2 to the Statement on
Schedule 13G, dated February 14, 2011, is being filed with the Securities and
Exchange Commission on behalf of each of the undersigned pursuant to Rule
13d-1(k).
Dated: February
14, 2011
/s/ Thomas W. Smith
|
Thomas
W. Smith
|
|
/s/ Scott J. Vassalluzzo
|
Scott
J. Vassalluzzo
|
|
/s/ Steven M. Fischer
|
Steven
M.
Fischer
|
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