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): December 6, 2017

 

 

WAYSIDE TECHNOLOGY GROUP, INC.

(Exact name of registrant as specified in its charter)

 

 

Delaware

 

000-26408

 

13-3136104

(State or other jurisdiction
of incorporation)

 

(Commission
File Number)

 

(IRS Employer
Identification No.)

 

4 Industrial Way West, Suite 300,
Eatontown New Jersey

 

07724

(Address of principal executive offices)

 

(Zip Code)

 

732-389-0932

(Registrant’s telephone number, including area code)

 

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 (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))

 

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of 1933 (§230.405 of this chapter) or Rule 12b-2 of the Securities Exchange Act of 1934 (§240.12b-2 of this chapter).

 

Emerging growth company o

 

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. o

 

 

 


 

Item 5.05 Amendments to the Registrant’s Code of Ethics, or Waiver of a Provision of the Code of Ethics.

 

On December 6, 2017, the Board of Directors (the “Board”) of Wayside Technology Group, Inc. (the “Company”) adopted a new Code of Ethics and Business Conduct that builds upon the Company’s previous Code of Ethics and applies to all of the Company’s directors, officers and employees, including its principal executive officer and principal financial and accounting officer. The Board’s adoption of the new Code of Ethics and Business Conduct effectively amends the Company’s previous Code of Ethics. However, the adoption of the new Code of Ethics and Business Conduct does not result in any waiver, explicit or implicit, of any provision of the Company’s previous Code of Ethics.

 

A copy of the Code of Ethics and Business Conduct is attached to this current report on Form 8-K as Exhibit 10.1, and is incorporated by reference into this Item 5.05.

 

Item 9.01. Financial Statements and Exhibits.

 

(d) Exhibits.

 

Exhibit No.

 

Description

 

 

 

10.1

 

Code of Ethics and Business Conduct

 

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.

 

 

WAYSIDE TECHNOLOGY GROUP, INC.

 

 

 

Date: December 8, 2017

By:

/s/ Simon F. Nynens

 

Name:

Simon F. Nynens

 

Title:

Chairman of The Board, President and
Chief Executive Officer

 

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