8-K 1 h99738e8vk.txt PENTACON, INC.- DATE OF REPORT: SEPTEMBER 10, 2002 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 September 10, 2002 Date of Report (Date of earliest event reported) PENTACON, INC. (Exact name of registrant as specified in its charter) Delaware 001-13931 76-0531585 (State or other jurisdiction (Commission File Number) (I.R.S. Employer of incorporation) Identification No.) 21123 Nordhoff Street Chatsworth, California 91311 (Address of principal executive offices, including zip code) (818) 727-8000 (Registrant's telephone number, including area code) Not Applicable (Former name and former address, if changed since last report) ITEM 1. CHANGES IN CONTROL OF REGISTRANT. Not applicable to this filing. ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS. Not applicable to this filing. ITEM 3. BANKRUPTCY OR RECEIVERSHIP. Not applicable to this filing. ITEM 4. CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANTS. Not applicable to this filing. ITEM 5. OTHER EVENTS. On September 10, 2002, Pentacon, Inc. issued a press release announcing court-ordered confirmation of its Chapter 11 Plan of Reorganization and the closing of the sale of substantially all of its assets to Anixter International Inc. scheduled for September 20, 2002. A copy of the press release is attached hereto as Exhibit 99.1. ITEM 6. RESIGNATION OF REGISTRANT'S DIRECTORS. Not applicable to this filing. ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS. (a) FINANCIAL STATEMENTS OF BUSINESS ACQUIRED. Not applicable to this filing. (b) PRO FORMA FINANCIAL INFORMATION. Not applicable to this filing. (c) EXHIBITS. 99.1 Copy of Pentacon, Inc.'s Press Release dated September 10, 2002. ITEM 8. CHANGE IN FISCAL YEAR. Not applicable to this filing. ITEM 9. REGULATION FD DISCLOSURE. Pentacon, Inc. made the press release attached hereto as Exhibit 99.1. SIGNATURES 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. PENTACON, INC. By: /s/ JAMES C. JACKSON ------------------------------------- Dated: September 10, 2002 James C. Jackson, Vice President and Controller EXHIBIT INDEX Exhibit No. Description ----------- ----------- 99.1 Copy of Pentacon, Inc.'s Press Release dated September 10, 2002.

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

August 14, 2002

(Date of earliest event reported)

Pentacon, Inc.

(Exact name of registrant as specified in its charter)

Delaware	001-13931	76-0531585
(State or other jurisdiction of	(Commission File Number)	(I.R.S. Employer
incorporation or organization)		Identification Number)
	21123 NORDHOFF STREET
	CHATSWORTH, CALIFORNIA 91311
(Address of principal executive offices, including zip code)
	(818) 727-8000
(Registrant’s telephone number, including area code)

Item 1.		Changes in Control of Registrant
		Not applicable
Item 2.		Acquisition or Disposition of Assets
		Not applicable
Item 3.		Bankruptcy or Receivership
		Not applicable
Item 4.		Changes in Registrant’s Certifying Accountants
		Not applicable
Item 5.		Other Events
		Not applicable
Item 6.		Resignation of Registrant’s Directors
		Not applicable
Item 7.		Financial Statements and Exhibits
	Exhibits
Exhibit Number			Title of Document
99.1			Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2			Certification of Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
Item 8.		Change in Fiscal Year
		Not applicable
Item 9.		Regulation FD Disclosure

Attached as Exhibit 99.1 is the certification of Robert L. Ruck, our Chief Executive Officer, under Section 906 of the Sarbanes-Oxley Act of 2002 and attached as Exhibit 99.2 is the certification of James C. Jackson, our Chief Financial Officer, under Section 906 of the Sarbanes-Oxley Act of 2002 (collectively, the “Certifications”). The Certifications accompanied as correspondence to the Securities and Exchange Commission our Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2002 filed on August 14, 2002.

SIGNATURES

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.

	Pentacon, Inc.
August 14, 2002	By:	/s/ James C. Jackson
		James C. Jackson
		Principal Financial and Accounting Officer

Exhibit Index

Exhibit Number		Title of Document
99.1	Certification of Chief Executive Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002
99.2	Certification of Principal Financial and Accounting Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

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