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

Date of Report (Date of earliest event reported): ~~November~~December 2119, 2013

__________

SED INTERNATIONAL HOLDINGS, INC.

(Exact Name of Registrant as Specified in Charter)

Georgia	001-35094	22-2715444
(State or Other Jurisdiction	(Commission	(IRS Employer
of Incorporation)	File Number)	Identification No.)

3505 Newpoint Place, Suite 450
Lawrenceville, Georgia		30043
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code (770) 243-1200

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) ¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) ¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) ¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

1¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

~~Item~~¨ ~~3.01.~~Pre-commencement ~~Notice~~communications ofpursuant ~~Delisting or Failure~~ to ~~Satisfy~~Rule a14d-2(b) ~~Continued~~under ~~Listing~~the ~~Rule~~Exchange orAct ~~Standard;~~(17 ~~Transfer~~CFR ~~of Listing~~240.14d-2(b))

On¨ ~~November~~Pre-commencement ~~21,~~communications ~~2013,~~pursuant SED International Holdings, Inc. (the “Company”) received a deficiency letter (the “Deficiency Letter”) from the NYSE MKT LLC (the “NYSE MKT”) indicating that the NYSE MKT has determined that the Company is not in compliance with Sections 134 and 1101 of the NYSE MKT’s Company Guide due to ~~the~~Rule ~~Company’s failure to file its quarterly report on Form 10~~13e-~~Q for the quarter ended September 30, 2013~~ 4(~~the “Quarterly Report”~~c) byunder the ~~requisite deadline of the Securities and~~ Exchange ~~Commission.~~Act ~~In addition,~~(17 ~~the~~CFR ~~NYSE MKT asserted that the Company’s failure to timely file its Quarterly Report is a material violation of its listing agreement with the NYSE MKT~~240.13e-4(c))

AsItem ~~previously~~5.02. ~~announced,~~Departure ~~on November 14, 2013, the Board~~ of Directors ofor ~~the~~Certain ~~Company~~Officers; ~~concluded~~Election ~~that voluntarily delisting~~ of ~~the~~Directors; ~~Company’s~~Appointment ~~common stock, par value $0.01 per share (“Common Stock”), and the associated preferred stock purchase rights from the NYSE MKT is in the best interests~~ of ~~the~~Certain ~~Company~~Officers; ~~and its~~Compensatory ~~shareholders~~Arrangements ~~in light~~ of ~~the~~Certain ~~Company’s existing financial condition~~Officers. ~~As the Company is in the process of delisting, it does not intend to submit a plan to the NYSE MKT for regaining compliance with its listing standards.~~

On ~~November~~December 1519, 2013, ~~the~~Hesham ~~Company~~M. ~~formally~~Gad, ~~notified~~Executive ~~the~~Chairman ~~NYSE MKT~~ of ~~the~~SED International ~~Company’s~~Holdings, ~~intention~~Inc. ~~to file a Form 25~~ (~~Notification of Removal from Listing and/or Registration under Section 12(b) of~~ the ~~Securities Exchange Act of 1934~~“Company”) ~~with the Securities and Exchange Commission on or about November 26~~, ~~2013~~was toappointed ~~voluntarily delist~~as ~~its~~President ~~Common Stock~~ and ~~the~~Chief ~~associated~~Executive ~~preferred~~Officer ~~stock~~of ~~purchase rights from~~ the ~~NYSE MKT. The~~ Company ~~expects that the delisting~~, ~~will~~effective ~~take~~immediately. ~~effect~~Mr. onGad orsucceeds ~~about~~John ~~December~~“Mike” 9,R. ~~2013~~Hagan, ~~following~~Interim ~~the~~Chief ~~effectiveness~~Executive Officer of the Company~~’s Form 25~~. ~~The Company does not intend to re-list its Common Stock on another securities exchange, but expects that its Common Stock will be quoted on the OTC Markets.~~

2Mr. Gad was not selected as President and Chief Executive Officer of the Company pursuant to any arrangement or understanding with any other person, and he does not have any reportable transactions under Item 404(a) of Regulation S-K. For Mr. Gad’s biographical information, please see the section titled “Executive Officers and Directors – Hesham M. Gad” of the Company’s Form 10-K/A filed on November 12, 2013, which is incorporated herein by reference.

Mr. Gad will receive an annual salary of $240,000 as compensation for his services. He will not receive any additional compensation as a board member. The Company has previously entered into an indemnification agreement with Mr. Gad, providing for indemnification to the fullest extent permitted by law. A form of the indemnification agreement has been filed as an exhibit to the Company’s Form 8-K filed on October 28, 2013.

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.

SED International Holdings, Inc. By: /s/ Hesham M. Gad Hesham M. Gad Executive Chairman, ofPresident ~~the~~and ~~Board~~Chief Executive Officer

Date: ~~November~~December 2726, 2013

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