UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) ~~of The~~

of The Securities Exchange Act of 1934

Date of report (Date of earliest event reported): ~~January~~May 2213, 2013

INTCOMEX, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction of incorporation)

of incorporation)

333-134090

65-0893400

(Commission

File Number)

(IRS Employer

Identification No.)

333-134090		65-0893400
(CommissionFile Number)		(IRS EmployerIdentification No.)

3505 NW 107^th Avenue, Suite A, Miami, FL 33178

3505 NW 107th Avenue, Miami, FL 33178

(Address of principal executive offices) (Zip Code)

(305) 477-6230

(Registrant’s telephone number, including area code)

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 (see General Instruction A.2. ~~below~~):

¨	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))

Item 2 5.02 ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

~~The recent developments of Intcomex, Inc.~~ (~~the “Company”~~b) ~~dated~~Departure ~~January 22,~~of ~~2013,~~Interim ~~set~~Chief ~~forth~~Financial ~~under~~Officer ~~“Item~~of ~~7.01.~~the ~~Regulation~~Company ~~FD Disclosure,” is incorporated by reference herein.~~

On May 13, 2013, Intcomex, Inc. (the “Company”) announced that Juan Carlos Riojas will replace Jose I. Ortega, Interim Chief Financial Officer and Secretary of the Company, as Chief Financial Officer of the Company, effective following the Company’s filing of its Quarterly Report on Form 10-Q with the SEC for the quarterly period ended March 31, 2013. Mr. Ortega has been serving as Interim Chief Financial Officer and Secretary since May 2012, while the Company conducted a search for a permanent successor to the Company’s former Chief Financial Officer following his departure from the Company in May 2012.

On May 13, 2013, the Company announced the appointment of Juan Carlos Riojas as Chief Financial Officer of the Company and Jose I. Ortega as Chief Accounting Officer of the Company, effective following the Company’s filing of its Quarterly Report on Form 10-Q with the SEC for the quarterly period ended March 31, 2013.

The Company entered into an employment agreement (the “Employment Agreement”) with Mr. Riojas whereby Mr. Riojas will receive an annual base salary of $350,000 and is eligible to participate in the Company’s Short Term Incentive Plan with a target level of $175,000 and Long Term Incentive Plan with a target level of $150,000. Mr. Riojas will receive a one-time sign-on cash bonus of $50,000 and 185 shares of the Company’s restricted common stock with a fair value of $150,000. The foregoing summary of the Employment Agreement is not complete and is qualified in its entirety by reference to the full text of the Employment Agreement, filed herewith as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Mr. Riojas, age 45, joins the Company from PepsiCo Inc. (“PepsiCo”), where he served for 12 years, most recently as the Chief Financial Officer of PepsiCo Foods Central America and Caribbean. At PepsiCo, Mr. Riojas held various directorship positions leading financial planning, finance and strategic planning, mergers and acquisition and franchise operations. Prior to 2000, Mr. Riojas served as the Chief Financial Officer of Compañia Industrial de Parras in México City, México, Vice President of Corporate Banking for Société Général in Dallas, Texas and Treasury and Investor Relations Manager for Coca-Cola FEMSA in México City, México. Mr. Riojas worked with Vectormex Incorporated as an investment banking analyst in Monterrey, México and an investment banking associate in New York, New York, upon completing his Bachelor of Arts degree in Economics from the Instituto Tecnológico de Monterrey in Monterrey, México.

Mr. Ortega does not have an employment agreement with the Company. Mr. Ortega will receive an annual base salary of $207,500, and is eligible to participate in the Company’s Short Term Incentive Plan with a target level of $42,500 and Long Term Incentive Plan with a target level of $50,000.

Mr. Ortega, age 41, has been serving as Interim Chief Financial Officer and Secretary of the Company since his appointment to the position in May 2012 and Corporate Controller of the Company since May 2010. Prior to joining the Company, Mr. Ortega held the positions of independent consultant from January to May 2010 and Vice President–Finance, Chief Financial Officer and Treasurer of Benihana, Inc. from September 2006 to January 2010. Mr. Ortega earned Bachelor of Science and Master of Science degrees in Accounting from Florida International University in Miami, Florida. Mr. Ortega is a certified public accountant licensed in the State of Florida.

There are no arrangements or understanding between Messrs. Riojas and Ortega and any other persons pursuant to which Messrs. Riojas and Ortega were elected as officers. Neither Messrs. Riojas and Ortega nor any related person of Messrs. Riojas and Ortega has a direct or indirect material interest in any existing or currently proposed transaction to which the Company is or may become a party. Messrs. Riojas and Ortega are not related to any of the executive officers or directors of the Company.

Item 7.01 Regulation FD Disclosure.

~~On January~~The Company issued a press release on May 2213, 2013, announcing the ~~Company~~appointments ~~provided~~of toJuan ~~investors~~Carlos aRiojas ~~review~~as ofChief ~~its~~Financial ~~operations,~~Officer asand Jose ~~well~~I. Ortega as ~~its~~Chief ~~expectations~~Accounting ~~for~~Officer. ~~financial~~A ~~results~~copy ~~for~~of ~~its~~the ~~fourth~~press ~~fiscal~~release ~~quarter~~issued ~~ended~~by ~~December 31,~~the ~~2012,~~Company is filed herewith as ~~described~~Exhibit 99.1 and incorporated herein by reference herein.

Based on preliminary results, the Company expects consolidated revenue of approximately $362 million for the fiscal 2012 fourth quarter, representing an increase of approximately 9.7% over the fiscal 2012 third quarter primarily due to an increase in sales of mobile devices, gaming systems, notebook PCs, tablets and software. Fiscal 2012 fourth quarter revenue represents a decline of approximately 10.1% compared to the same period in the prior year primarily due to a 59% export mobile sales decline, partially offset by a 22% in-country mobile sales increase and a 2% global IT product sales increase.

Gross margin is expected to be between 8.8% and 9.0% for the fiscal 2012 fourth quarter, reflecting an improvement of between 60 and 80 basis points over the fiscal 2012 third quarter. On a normalized basis, gross margin is expected to be between 9.0% and 9.2% for the fiscal 2012 fourth quarter, reflecting an improvement of between 0 and 20 basis points over the fiscal 2012 third quarter. The normalization impact in the fiscal 2012 fourth quarter was approximately 20 basis points due to excess inventory liquidation. This normalization impact was significantly less in the fiscal 2012 fourth quarter than in the prior two quarters, primarily due to the return of obsolescence expense to normal levels, as well as a lesser impact from inventory liquidation. Operationally, the Company improved its gross margin due to increased in-country mobile sales, margin discipline on FOB mobile sales and reduced inventory obsolescence expense that fell back to more normal levels.

Selling, general and administrative expenses (which exclude depreciation and amortization) for the fiscal 2012 fourth quarter are expected to be between $25.5 million and $26.5 million, representing an increase driven by incremental marketing spending to support fiscal fourth quarter sales to retailers and the reserving of one large U.S.-based receivable of approximately $600,000, as compared to the fiscal 2012 third quarter.

EBITDA margin is expected to be between 1.7% and 1.9% for the fiscal 2012 fourth quarter. Adjusted EBITDA margin is expected to be between 1.7% and 1.9% for the fiscal 2012 fourth quarter, reflecting an improvement of between 60 and 80 basis points over the fiscal 2012 third quarter. Normalized adjusted EBITDA margin is expected to be between 2.0% and 2.2% for the fiscal 2012 fourth quarter, reflecting an improvement of between 10 and 30 basis points over the fiscal 2012 third quarter. Normalized adjusted EBITDA is expected to be between $7.3 million and $7.8 million for the fiscal 2012 fourth quarter, as compared to $6.4 million for the fiscal 2012 third quarter.

Net debt as of December 31, 2012 is expected to decrease by between $3 million and $5 million, as compared to the balance as of September 30, 2012, primarily resulting from a decrease in inventory dollars and an increase in accounts payable dollars, offset by an increase in accounts receivable dollars.

These expected financial results reflect the current beliefs and expectations of our management and include forward-looking statements that are subject to various risks, uncertainties and factors that could cause actual results to differ materially from the expectations or estimates expressed above. Accordingly, we cannot assure that actual fiscal 2012 fourth quarter results will meet current expectations.

A reconciliation of the non-GAAP financial measures, specifically EBITDA, Adjusted EBITDA, Normalized Adjusted EBITDA, and Normalized Gross Margin, to the most directly comparable financial measures can be found attached to this Current Report on Form 8-K (this “Report”) as Exhibit 99.1 (the “Exhibit”). It should be noted that these schedules are unaudited.

The information in this Report, including the Exhibit, shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that Section. The information set forth in this Report, including the Exhibit, shall not be incorporated by reference into any registration statement or other document pursuant to the Securities Act of 1933, as amended, except as shall be expressly set forth by specific reference in such filing.

Item 9.01 Financial Statements and Exhibits.

(d) Exhibits

99.1 Excerpts from investor presentation reconciling non-GAAP financial measures to the most directly comparable financial measures.


10.1		Employment Agreement between Juan Carlos Riojas and Intcomex, Inc., dated as of April 1, 2013.

99.1		Press Release dated May 13, 2013, announcing the appointments of Juan Carlos Riojas as Chief Financial Officer and Jose I. Ortega as Chief Accounting Officer.

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.

	Intcomex, Inc.
Date: January 22, 2013	By:	/s/ Michael F. Shalom
Date: May 13, 2013	By:	/s/ Michael F. Shalom
	Name:	Michael F. Shalom
	Title:	President & Chief Executive Officer ~~and President~~

EXHIBIT INDEX

Exhibit Number		Exhibit Title
99.1		Excerpts from investor presentation reconciling non-GAAP financial measures to the most directly comparable financial measures.

Filing Compare · Intcomex, Inc.