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): ~~June~~January 2922, ~~2012~~2013

INTCOMEX, INC.

(Exact name of registrant as specified in its charter)

Delaware

(State or other jurisdiction

of incorporation)

333-134090		65-0893400
(Commission File Number)		(IRS Employer Identification No.)
(CommissionFile Number)		(IRS EmployerIdentification No.)

3505 NW 107^th 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 ~~1.01~~ ~~Entry into a Material Definitive Agreement; Item 5~~2.02 ~~Departure~~Results of ~~Directors~~Operations ~~or Certain~~and ~~Officers;~~Financial ~~Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers; Item 8~~Condition.~~01 Other Events.~~

OnThe ~~June 29,~~recent ~~2012,~~developments of Intcomex, Inc. (the “Company”) entered into an agreement (the “Release Agreement”) with Brightpoint, Inc. (“Brightpoint”), which holds an approximate 23% equity interest in the Company, Brightpoint Latin America, Inc. (“Brightpoint Shareholder”) and Brightpoint International Ltd. (“Brightpoint International” and, together with Brightpoint and the Brightpoint Shareholder, the “Brightpoint Parties”), and the parties to the shareholders agreement described below, pursuant to which the parties agreed that (i) the Purchase Agreement, dated ~~as of March~~January 1622, ~~2011~~2013, by and among the Brightpoint Parties, Intcomex, Intcomex Colombia Ltda. and Intcomex de Guatemala, S.A., as amended (the “Purchase Agreement”), and the Fifth Amended and Restated Shareholders Agreement of Intcomex, dated as of April 19, 2011 (the “Shareholders Agreement”) be amended to, among other things, eliminate the non-competition covenants applicable to the Brightpoint Parties and (ii) the license agreement dated April 19, 2011 between the Company and Brightpoint (the “License Agreement”) would be terminated with immediate effect, provided that the Company retains the right to use the Brightpoint names and logos as set forth inunder ~~the~~“Item ~~License Agreement in accordance with its terms for a period of 90 days from June 29, 2012~~7. ~~In connection with such amendments to the Purchase Agreement and Shareholders Agreement, the Brightpoint Shareholder agreed to pay to the Company $5,000,000, and cause its director nominee, Mr~~01. J. ~~Mark~~Regulation ~~Howell,~~FD ~~to resign from the Board of Directors of the Company~~Disclosure,” ~~effective~~is ~~immediately.~~incorporated ~~The~~by ~~Brightpoint~~reference ~~Shareholder further permanently and irrevocably waived its rights under Articles III, IV and V of the Shareholders Agreement~~herein.

OnItem ~~June 29,~~7.01 ~~2012,~~Regulation ~~the~~FD Company entered into a separate agreement with the Brightpoint Parties pursuant to which the Brightpoint Shareholder granted to the Company, for no additional consideration, a five-year option exercisable upon the closing of a change of control of Brightpoint to purchase the Company’s common stock held by the Brightpoint Shareholder for a purchase price of $3,000,000, less any dividends paid on such shares to the Brightpoint Shareholder prior to the exercise of the option (the “Option Agreement”)Disclosure.

~~Finally, on June~~On January 2922, ~~2012~~2013, ~~Mr. J.~~the ~~Mark~~Company ~~Howell,~~provided ~~pursuant~~ to ~~the~~investors ~~terms~~a review of ~~the~~its ~~Release Agreement~~operations, ~~tendered~~as ~~his~~well ~~resignation~~ as ~~a member~~its ofexpectations ~~the~~for ~~Board~~financial ofresults ~~Directors~~for ofits ~~the~~fourth ~~Company~~fiscal quarter ended December 31, ~~effective~~2012, ~~immediately~~as described herein.

~~Mr. Howell’s~~Based ~~resignation~~on ispreliminary ~~not~~results, athe ~~result~~Company expects consolidated revenue of a ~~disagreement~~approximately ~~with~~$362 million for the ~~Company~~fiscal or2012 ~~any~~fourth ~~officer~~quarter, orrepresenting ~~director~~an increase of approximately 9.7% over the ~~Company~~fiscal 2012 third quarter primarily due to an increase in sales of mobile devices, orgaming ~~any~~systems, ~~matter~~notebook ~~with~~PCs, ~~respect~~tablets and software. Fiscal 2012 fourth quarter revenue represents a decline of approximately 10.1% compared to the ~~Company’s~~same ~~operations,~~period ~~policies~~in the prior year primarily due to a 59% export mobile sales decline, ~~practices~~partially oroffset ~~public~~by ~~disclosures~~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.

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: July 2, 2012	By:	/s/ Michael F. Shalom
Date: January 22, 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.