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):
February 14, 2005
INGRAM
MICRO INC.
(Exact
Name of Registrant as Specified in Its Charter)
| Delaware (State of Incorporation or organization) |
1-12203 (Commission File Number) |
62-1644402 (I.R.S. Employer Identification No.) |
1600
E. St. Andrew Place Registrant’s telephone number, including area code: (714) 566-1000 |
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):
| o | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| o | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| o | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| o | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 5.04. Temporary Suspension of Trading under Registrant’s Employee Benefit Plans
On February 14, 2005, Ingram Micro sent a notice to its directors and executive officers informing them that a blackout period with respect to sales of Ingram Micro common stock to participants under the 401(k) Plan will be in effect as of March 24, 2005. Ingram Micro provided the notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR.
A copy of the notice provided to Ingram Micro’s directors and executive officers is attached as Exhibit 99.1 to this Current Report on Form 8-K and is incorporated herein by reference.
Item 9.01. Financial Statements and Exhibits
| Exhibit No. | Description | ||
| 99.1 | Notice to Board of Directors and Executive Officers of Ingram Micro Inc., dated February 14, 2005. | ||
| 99.2 | Form of Restricted Stock Unit Award Agreement for Members of the Board of Directors |
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SIGNATURE
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.
| INGRAM MICRO INC. | |||||
| By: | /s/ Larry C. Boyd | ||||
| |
|||||
| Name: | Larry C. Boyd | ||||
| Title: |
Senior
Vice President,
Secretary and General Counsel |
||||
| Date: February 14, 2004 | |||||
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