Pomeroy It Solutions Inc – ‘DEFR14A’ on 7/13/07

On:  Friday, 7/13/07, at 6:57pm ET   ·   As of:  7/16/07   ·   Effective:  7/16/07   ·   Accession #:  1133796-7-228   ·   File #:  0-20022

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Revised Definitive Proxy Solicitation Material   —   Schedule 14A
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: DEFR14A     Revised Definitive Proxy Solicitation Material        10     38K 

DEFR14A
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POMEROY IT SOLUTIONS, INC.
 SUPPLEMENT TO PROXY STATEMENT FOR 2007 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 31, 2007 AT 9:00 A.M., EASTERN DAYLIGHT TIME,
 AT THE CINCINNATI AIRPORT MARRIOTT, 2395 PROGRESS DRIVE, HEBRON, KENTUCKY 41048

Dear Fellow Stockholder:                                                        

    We are writing to inform you of recent events affecting our annual
meeting of stockholders, which was originally scheduled for July 12, 2007, and  
to give you notice of the new annual meeting date. We have changed the date of  
our annual meeting of stockholders to Tuesday, July 31, 2007, at 9:00 a.m.      
Eastern Daylight Time in order to allow our stockholders additional time to     
consider a revised slate of director nominees. The meeting will be held at the  
Cincinnati Airport Marriott, 2395 Progress Drive, Hebron, Kentucky 41048.       

      On July 12, 2007, we reached an agreement with Flagg Street Capital,
which owns approximately 9.8% of our Common Stock, and related parties ("Flagg  
Street"), ending its proxy solicitation for its three nominees. Under the       
agreement, two of the Flagg Street nominees, Messrs. Jonathan Starr and Michael 
A. Ruffolo, have been appointed to the Board, and they, as well as Richard S.   
Press (collectively, the "Flagg Street Nominees"), have been added to the slate 
of candidates nominated by the Pomeroy Board for election at our 2007 annual    
meeting of stockholders. Flagg Street has withdrawn its nomination of the Flagg 
Street Nominees and has agreed to discontinue all solicitation activities, among
other things.                                                                   

        We believe that this negotiated settlement is in the best interests of
the Company and all our stockholders. The Pomeroy Board of Directors has        
approved the settlement agreement and recommends that you vote FOR all eleven   
nominees to the Board.                                                          

         We are enclosing the following important documents for your information
in connection with the settlement:                                              

     o   a supplement to our proxy statement containing additional
              information about the settlement agreement and the addition of
             the Flagg Street Nominees as Board nominees and the Company's
revised slate of director nominees; and         

        o   A new WHITE proxy card for your use in voting for all eleven
      nominees for election to the Board of Directors by our
stockholders.                                   

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 If you would like to review the complete text of the settlement
agreement, you can find it on file with the Securities and Exchange Commission  
at www.sec.gov as part of our Current Report on Form 8-K dated July 13, 2007.   

        Please complete and return the enclosed new white proxy card to ensure
that your shares are voted for the revised slate of nominees. The original white
and gold proxy cards are no longer valid and will not be voted at the annual    
meeting.                                                                        

       If you have any questions about your voting of shares, please contact
D.F. King & Co., Inc., toll free at (800)735-3591. Banks and brokers may call   
collect at (212) 269-5550.                                                      

                                Sincerely,

                                              /s/ David B. Pomeroy, II
                                                   -----------------------------
                                          David B. Pomeroy, II
                                           Chairman of the Board

1020 Petersburg Road                                                            
Hebron, Kentucky 41048                                                          
July 16, 2007                                                                   

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POMEROY IT SOLUTIONS, INC.

 SUPPLEMENT TO PROXY STATEMENT FOR 2007 ANNUAL MEETING OF STOCKHOLDERS

TO BE HELD ON JULY 31, 2007 AT 9:00 A.M., EASTERN DAYLIGHT TIME,
 AT THE CINCINNATI AIRPORT MARRIOTT, 2395 PROGRESS DRIVE, HEBRON, KENTUCKY 41048

 Pomeroy IT Solutions, Inc. (the "Company" or "Pomeroy"), hereby
supplements its proxy statement dated June 8, 2007 (the "Pomeroy Proxy          
Statement") in connection with its 2007 annual meeting of stockholders (the     
"Annual Meeting"), which will now be held on Tuesday, July 31, 2007, at 9:00    
a.m. E.D.T., at the Cincinnati Airport Marriott, Hebron, Kentucky 41048.        

      AS INDICATED BELOW, UNDER AN AGREEMENT RECENTLY SIGNED WITH ENTITIES
AND INDIVIDUALS REFERRED TO IN THIS SUPPLEMENT AS FLAGG STREET, THE COMPANY'S   
BOARD OF DIRECTORS HAS DETERMINED THAT IT IS IN THE BEST INTERESTS OF THE       
COMPANY AND ITS STOCKHOLDERS TO REVISE ITS DIRECTOR NOMINEES FOR ELECTION AT THE
ANNUAL MEETING. IT IS IMPORTANT THAT YOU COMPLETE AND RETURN THE ENCLOSED NEW   
WHITE PROXY CARD TO ENSURE THAT YOUR SHARES ARE VOTED FOR THE REVISED SLATE OF  
NOMINEES.                                                                       

      THE ORIGINAL WHITE AND GOLD PROXY CARDS ARE NO LONGER VALID AND WILL
NOT BE VOTED AT THE ANNUAL MEETING.                                             

       We have changed the original July 12, 2007 date of the Annual Meeting
to July 31, 2007 in order to allow our stockholders additional time to consider 
the revised slate of nominees. However, the June 6, 2007 record date (the       
"Record Date") for determining stockholders entitled to vote at the Annual      
Meeting has not changed. This Supplement is being mailed to stockholders of     
record of the Company on or about July 16, 2007.                                

REVISED BOARD NOMINEES; TERMINATION OF FLAGG STREET SOLICITATION                

On July 12, 2007, the Company entered into an agreement (the  
"Settlement Agreement") with Flagg Street Capital, LLC, and certain related     
parties (collectively "Flagg Street"). Flagg Street had previously filed proxy  
materials in connection with the Annual Meeting soliciting proxies to elect     
Jonathan Starr, Richard S. Press and Michael A. Ruffolo (the "Flagg Street      
Nominees") to replace three of the Board's nominees as directors of the Company.

       Among other things, pursuant to the Settlement Agreement, the Company
authorized the expansion of the number of seats on the Company's Board to twelve
from ten, appointed Messrs. Starr and Ruffolo to the Board effective            
immediately, and nominated all the Flagg Street Nominees for election to the    
Board as directors at the Annual Meeting. The Flagg Street                      

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Nominees have been nominated by the Board along with most of the Company's      
original nominees, David B. Pomeroy, II, Kevin G. Gregory, William H. Lomicka,  
Vincent D. Rinaldi, Debra E. Tibey, Kenneth R. Waters, David G. Boucher and     
Ronald E. Krieg. Such persons along with the Flagg Street Nominees are all      
referred to together in this Supplement as the "New Nominees." As previously    
announced, the Company withdrew the nomination for director of Stephen E.       
Pomeroy in connection with his termination as the Company's President and Chief 
Executive Officer. Mr. Press has been designated as Mr. Stephen Pomeroy's       
successor on the Board.                                                         

       The Flagg Street Nominees were nominated for election to the Board of
Directors pursuant to the Settlement Agreement described in this Supplement upon
the recommendation of the Nominating and Corporate Governance Committee of the  
Board and by a vote of the Board. As noted above, prior to the termination of   
the proxy solicitation by Flagg Street, Flagg Street had nominated the Flagg    
Street Nominees for election to the Board at the Annual Meeting. The Flagg      
Street Nominees are associated with Flagg Street, as described in more detail in
Flagg Street's definitive proxy statement dated June 11, 2007 (the "Flagg Street
Proxy Statement"). The Flagg Street Proxy Statement also contains additional    
information regarding Flagg Street, including its ownership of Common Stock, and
the Flagg Street Nominees. Other than as set forth in the Settlement Agreement, 
there is no relationship between the Company and The Flagg Street Nominees.     

  Except for the Flagg Street Nominees' nomination pursuant to the
Settlement Agreement, none of the nominees, or any other nominees for director, 
were selected pursuant to any arrangement or understanding, other than with the 
directors and executive officers of the Company acting within their capacity as 
such.                                                                           

SUMMARY OF THE SETTLEMENT AGREEMENT                                             

        Pursuant to the terms of the Settlement Agreement, Flagg Street agreed
that it would withdraw its slate of nominees and terminate its proxy            
solicitation in connection with the Annual Meeting. In addition, Flagg Street   
agreed that it would cause all shares of the Company's Common Stock beneficially
owned by it to be present, in person or by proxy, and voted in favor of the     
nominees recommended by the Board at the Annual Meeting. The Company has agreed 
to use its best efforts to cause each director and their respective affiliates  
and associates to do the same.                                                  

        The Settlement Agreement also provides that the Board will take action
to expand the number of seats on the Board to twelve and appoint two of the     
Flagg Street Nominees to the Board immediately, which the Board has done, as    
described above. Pursuant to the terms of the Settlement Agreement, all three of
the Flagg Street Nominees have been added to the Board's revised slate of       
nominees for election at the Annual Meeting, increasing the total number of     
Board nominees for election by our stockholders to eleven. The Board has agreed 
to recommend the election of all eleven nominees.                               

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      The Settlement Agreement further requires that, following the Annual
Meeting, James H. Smith will retire from the Board of Directors consistent with 
Mr. Smith's prior, publicly announced intentions, and, accordingly, resign as a 
director and the number of directors constituting the Board of Directors will be
fixed at a maximum of eleven until the Company's 2008 annual meeting of         
stockholders (the "2008 Annual Meeting"). Under the Settlement Agreement, Flagg 
Street has the right to have one of the Flagg Street Nominees serve on each     
committee of the Board, effective following the Annual Meeting. In particular,  
Jonathan Starr will be appointed to the Audit Committee, Richard S. Press will  
be appointed to the Nominating and Corporate Governance Committee, and Michael  
A. Ruffolo will be appointed to the Compensation Committee and the Stock Option 
Committee. The Settlement Agreement also provides that the Board will form a    
special committee (the "Special Committee"), to include Mr. Ruffolo, to conduct 
a search for a President and Chief Executive Officer to replace Stephen E.      
Pomeroy, our former President and Chief Executive Officer. The President and    
Chief Executive Officer recommended by the Special Committee and hired by the   
Company will, promptly after commencement of his or her employment, be appointed
to serve as a director of the Company in the place of Kevin G. Gregory, unless  
Mr. Gregory is appointed President and Chief Executive Officer in connection    
with this process. The parties also agreed that at any time prior to but not    
later than the 2008 Annual Meeting, the number of directors constituting the    
Board of Directors will be fixed at a maximum of ten, which, if necessary, will 
be facilitated by the resignation of any of the New Nominees other than a Flagg 
Street Nominee.                                                                 

  Flagg Street and the Flagg Street Nominees are prohibited by the
Settlement Agreement from engaging in an election contest in connection with the
2008 Annual Meeting, if all the Flagg Street Nominees are re-nominated by the   
Company for election at the 2008 Annual Meeting and they all accept the         
nomination and agree to be named in the Company's proxy statement. However, if  
Flagg Street or any Flagg Street Nominee engages in an election contest in      
connection with the 2008 Annual Meeting, the Company shall have no obligation to
include any Flagg Street Nominee on the Company's slate of nominees the Company 
recommends for election at the 2008 Annual Meeting. The Settlement Agreement    
contains certain other provisions, including restrictions on public             
announcements and certain other communications, mutual releases of claims in    
connection with the proxy contest and related covenants not to sue, certain     
representations and warranties of the parties, and the Company's agreement to   
reimburse Flagg Street's reasonable documented out-of-pocket costs and expenses 
not to exceed an aggregate of $350,000.                                         

THE COMPANY HAS FILED THE SETTLEMENT AGREEMENT AS EXHIBIT 99.1 TO A CURRENT     
REPORT ON FORM 8-K FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON JULY 13,
2007. THE DESCRIPTION OF THE SETTLEMENT AGREEMENT IN THIS SUPPLEMENT IS         
QUALIFIED IN ITS ENTIRETY BY THE FULL TEXT OF THE SETTLEMENT AGREEMENT.         

VOTING RIGHTS AND OUTSTANDING SHARES                                            

    Only stockholders of record as of the close of business on June 6,
2007, are entitled to notice of and to vote at the Annual Meeting. At the close 
of business on June 6, 2007, the                                                

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Company had 12,701,863 shares of Common Stock outstanding and entitled to vote, 
including shares outstanding and entitled to vote under our restricted stock    
plan for employees. Each such share is entitled to one (1) vote on each matter  
to be voted upon at the Annual Meeting. Stockholders do not have cumulative     
voting rights in the election of directors. All votes will be tabulated and     
certified by the inspector of election appointed for the Annual Meeting.        

Quorum and Voting                                                               

      The Company's Bylaws (the "Bylaws") provide that the presence at the
Annual Meeting, in person or by proxy, of the holders of a majority of the      
outstanding shares of Common Stock entitled to vote, whether present in person  
or represented by proxy, shall constitute a quorum for the transaction of       
business at the Annual Meeting. Shares represented by proxies that reflect      
abstentions or "broker non-votes" (that is, shares held by a broker or nominee  
that are represented at the meeting, but with respect to which such broker or   
nominee is not instructed to vote on a particular proposal and the broker does  
not have discretionary voting power on such proposal) will be counted as shares 
that are present for purposes of determining the presence of a quorum.          

PROPOSAL 1 - ELECTION OF DIRECTORS

     For the purposes of Proposal 1, the election of the nominees to the
Board shall be determined by a plurality of the votes cast at the Annual Meeting
by the holders of Common Stock entitled to vote in the election. The eleven     
nominees receiving the highest number of affirmative votes will be elected. All 
proxies received by the Board of Directors will be voted for the election as    
directors of the nominees listed above if no direction to the contrary is given.
In the event any nominee is unable to serve for any reason, or, for good cause, 
will not serve, which is not anticipated, substitute nominees will be designated
in accordance with the Settlement Agreement. In this event, the proxy holders   
will vote for the election of such substitute nominee or nominees. Because      
abstentions do not constitute "votes cast" at the Annual Meeting, abstentions   
will not affect the outcome of the election of the nominees to the Board. Since 
Flagg Street is no longer soliciting proxies to elect its nominees to the Board,
this year's director election will be a routine matter on which a broker or     
other nominee has discretionary voting authority, and, therefore, no broker     
non-votes should result from this proposal.                                     

      Proposal No. 1 as set forth in the Pomeroy Proxy Statement is hereby
amended to provide that the Board of Directors has nominated the following      
eleven (11) individuals to serve on the Board of Directors until the 2008 annual
meeting of the Company's stockholders and until his or her successor has been   
elected and qualified or until his or her resignation or removal: David B.      
Pomeroy, II, Kevin G. Gregory, William H. Lomicka, Vincent D. Rinaldi, Debra E. 
Tibey, Kenneth R. Waters, David G. Boucher, Ronald E. Krieg, Jonathan Starr,    
Richard S. Press and Michael A. Ruffolo. As mentioned above, the Board has      
designated Mr. Press as the successor director to Mr. Stephen Pomeroy.          

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      Biographical and other information with respect to the directors and
executive officers of the Company and the New Nominees is herein incorporated by
reference to the Pomeroy Proxy Statements and the Flagg Street Proxy Statement, 
as applicable.                                                                  

     The proxy card enclosed with this supplement differs from the proxy
card previously furnished to you with the Company's proxy statement. If you wish
to vote for all or any of the New Nominees, you must do so by voting on the     
amended proxy card enclosed within this supplement. Stockholders are urged to   
sign, date and mail the enclosed proxy card promptly.                           

  The Board of Directors recommends that stockholders vote FOR the
election of the New Nominees. Unless otherwise instructed, the proxy holders    
will vote the new white proxy cards received by them for the New Nominees.      

 PROPOSAL 2 - RATIFICATION OF APPOINTMENT OF BDO SEIDMAN, LLP AS
 INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

         As disclosed in the Pomeroy Proxy Statement, the Audit Committee of the
Board engaged BDO Seidman, LLP ("BDO") as its independent registered public     
accounting firm for the fiscal year ended January 5, 2007. Please refer to the  
Pomeroy Proxy Statement for additional information regarding BDO.               

       For Proposal 2, the affirmative vote of a majority of the total votes
cast at the Annual Meeting by the holders of Common Stock entitled to vote on   
this proposal is required to ratify the selection of BDO Seidman, LLP as our    
independent registered public accounting firm for the Company's 2007 fiscal     
year. Abstentions will have no effect on the required vote. The ratification of 
BDO Seidman, LLP is generally a matter on which a broker or other nominee has   
discretionary voting authority. Accordingly, no broker non-votes should result  
from this proposal. Broker non-votes would have no effect on the required vote  
(other than to reduce the number of affirmative votes required to approve the   
proposal).                                                                      

        The Board of Directors recommends you vote FOR the ratification of the
Audit Committee's selection of BDO Seidman, LLP as our independent registered   
public accounting firm for the 2007 fiscal year.                                

    The Company does not intend to bring before the Annual Meeting any
matters other than those specifically described above, and knows of no matters  
other than the foregoing to come before the Annual Meeting.                     

       The enclosed amended proxy card is being delivered to stockholders of
the Company along with this supplement. ALL STOCKHOLDERS, REGARDLESS OF WHETHER 
THEY HAVE PREVIOUSLY VOTED, ARE URGED TO VOTE USING THE ENCLOSED AMENDED PROXY  
CARD. PLEASE DISCARD ANY WHITE OR GOLD PROXY CARD YOU MAY HAVE PREVIOUSLY       
RECEIVED. THEY ARE NO                                                           

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LONGER VALID. ANY PREVIOUS PROXY YOU HAVE SUBMITTED (OTHER THAN THE NEW WHITE   
PROXY CARD ENCLOSED WITH THIS SUPPLEMENT) WILL NOT BE VOTED AT THE ANNUAL       
MEETING. Accordingly, there is no need to revoke any previously submitted white 
or gold proxy card because such proxies will not be valid at the Annual Meeting.

       Any proxy may be revoked at any time before it is voted at the Annual
Meeting, as adjourned. A stockholder may revoke a proxy by notifying the        
Corporate Secretary of the Company in writing prior to the Annual Meeting, by   
submitting a proxy bearing a later date or by voting in person at the Annual    
Meeting. For shares you hold in street name, you may revoke or change your vote 
by submitting new voting instructions to your broker, bank or other nominee or, 
if you have obtained a legal proxy from your broker, bank or other nominee      
giving you the right to vote your shares at the Annual Meeting, by attending the
meeting and voting in person.                                                   

      YOUR VOTE IS IMPORTANT. THE BOARD OF DIRECTORS ASKS YOU TO COMPLETE,
SIGN AND RETURN THE ENCLOSED NEW WHITE PROXY CARD SO THAT YOUR VOTE MAY BE      
COUNTED, EVEN IF YOU PLAN ON ATTENDING THE ANNUAL MEETING.                      

                                              By Order of the Board of Directors

Hebron, Kentucky                                                                
July 16, 2007                                                                   

  If you have any questions or need assistance with voting, please
contact D.F. King & Co., who is assisting us.                                   

 D.F. KING & CO., INC.
 TOLL FREE AT (800) 735-3591
BANKS AND BROKERS MAY CALL COLLECT AT (212) 269-5550

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Pomeroy IT Solutions, Inc.                                                      

POMEROY IT SOLUTIONS, INC.
PROXY FOR ANNUAL MEETING OF STOCKHOLDERS
 July 31, 2007

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY

      The undersigned hereby constitutes and appoints Kevin G. Gregory and
James Smith and each of them, true and lawful agents and proxies ("Proxies"),   
with full power of substitution and revocation in each, to attend the Annual    
Meeting of Stockholders of Pomeroy IT Solutions, Inc. to be held at 9:00 A.M.   
local time, on July 31, 2007, at the Cincinnati Airport Marriott, 2395 Progress 
Drive, Hebron, Kentucky, and any adjournment or postponement thereof, and       
thereat to vote all shares of common stock, par value $0.01 per share, of the   
Company, which the undersigned would be entitled to vote if personally present, 
upon the matters set forth on the reverse side and such other business as may   
properly come before the meeting or any adjournment or postponement thereof.    

 This proxy, when properly executed, will be voted in the manner
directed herein by the undersigned stockholder and in accordance with the       
judgment of the Proxies as to other matters. If no direction is made with regard
to a certain proposal on the reverse side, this proxy will be voted "FOR" such  
proposal. The undersigned hereby revokes any proxy or proxies previously given  
to vote such shares at said meeting or any adjournments or postponements        
thereof.                                                                        

    The undersigned hereby acknowledges prior receipt of a copy of the
Notice of Annual Meeting of Stockholders and proxy statement and supplement     
related to the July 31, 2007 Annual Meeting of the Stockholders of Pomeroy IT   
Solutions, Inc.                                                                 

(CONTINUED AND TO BE DATED AND SIGNED ON REVERSE SIDE)

YOUR BOARD OF DIRECTORS RECOMMENDS THAT YOU VOTE "FOR" THE PROPOSALS
LISTED BELOW

1.  Election of Directors                                                       

Nominees:                                                               
(1) David B. Pomeroy, II   (5) Debra E. Tibey      (9)  Jonathan Starr  
(2) Kevin G. Gregory       (6) Kenneth R. Waters   (10) Richard S. Press
  (3) William H. Lomicka     (7) David G. Boucher    (11) Michael A. Ruffolo
(4) Vincent D. Rinaldi     (8) Ronald E. Krieg                          

For All Nominees [ ]       Withheld From All Nominees [ ]               

For all nominees, except vote withheld from the following nominee(s):   

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2.  Proposal to ratify appointment of BDO Seidman, LLP as independent auditors  
for the Company's 2007 fiscal year      For [ ]     Against [ ]    Abstain [ ]  

DATE ________________, 2007                                                     

__________________________________                                              
Signature                                                                       

__________________________________                                              
Signature                                                                       

__________________________________                                              
Title(s)                                                                        

Please sign exactly as name is printed hereon. If shares are held jointly, each 
holder should sign. If signing as executor or trustee or in similar fiduciary   
capacity, please give full title as such. If a corporation, please sign full    
corporate name by President or other authorized officer. If a partnership,      
please sign partner's name by authorized person.                                

PLEASE COMPLETE, SIGN, DATE AND RETURN THIS WHITE PROXY CARD PROMPTLY USING THE 
ENCLOSED POSTAGE-PAID ENVELOPE PROVIDED.                                        

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘DEFR14A’ Filing		Date		First		Last			Other Filings
		7/31/07		1		9			3,  4
Filed as of / Effective on:		7/16/07		2		8			3,  4,  DEFA14A,  DFAN14A,  SC 13D/A
Filed on:		7/13/07		2		5			8-K,  DFAN14A,  SC 13D/A
		7/12/07		1		3			3,  4,  8-K
		6/11/07		4					8-K,  DEFC14A
		6/8/07		3					4,  DEFC14A
		6/6/07		3		5
		1/5/07		7					10-K,  10-K/A,  4,  5
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