Our directors hold office until the next annual meeting of shareholders or until their successors are duly elected or appointed.
We will furnish to the Securities and Exchange Commission a definitive Proxy Statement (the "Proxy Statement") not later than 120 days after the close of the fiscal year ended December 31, 2007. We incorporated the remaining information required by Items 401 and 405 of Regulation S-K herein by reference to our Proxy Statement.
We have adopted a Code of Ethics that applies to our officers, including our principal executive, financial and accounting officers, and our directors and employees. We intend to make all required disclosures concerning any amendments to, or waivers from, our Code of Ethics by the filing of Current Reports under the cover of From 8-K.
Item 11. Executive Compensation.
We incorporate the information set forth under the caption "Executive Compensation" in our Proxy Statement herein by reference.
49
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
We incorporate the information set forth under the caption "Outstanding Voting Securities and Voting Rights" in our Proxy Statement herein by reference.
| |
Equity Compensation Plan Information | ||||||
|---|---|---|---|---|---|---|---|
| Plan Category |
Number of securities to be issued upon exercise of outstanding options, warrants and rights |
Weighted-average exercise of outstanding options, warrants and rights |
Number of securities remaining available for future issuance under equity compensation plans (excluding securities reflected in the first column) |
||||
| Equity compensation plans approved by security holders(1) | 1,122,588 | $ | 5.66 | 1,001,051 | |||
| Equity compensation plans not approved by security holders | | | | ||||
| Totals | 1,122,588 | $ | 5.66 | 1,001,051 | |||
- (1)
- These equity compensation plans consist of our Incentive Compensation Plan and our 2000 Director Stock Option Plan, each as amended.
Item 13. Certain Relationships and Related Transactions.
We incorporate the information required by this section by reference from the information in the section entitled "Certain Relationships and Related Transactions" in our Proxy Statement.
Item 14. Principal Accountant Fees and Services.
We incorporate the information required by this section by reference from the information in the section entitled "Auditing Matters" in our Proxy Statement.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
- (a)
- The
following documents are filed as part of this report:
- 1.
- Financial Statements
- 2.
- Financial Statement Schedules.
Reference is made to the Index to Financial Statements of Datalink Corporation, under Item 8 in Part II of this Form 10-K.
The following financial statement schedule of Datalink Corporation for the years ended 2007, 2006 and 2005 is filed as part of this Annual Report and should be read in conjunction with the Financial Statements of Datalink Corporation.
50
DATALINK CORPORATION
SCHEDULE II VALUATION AND QUALIFYING ACCOUNTS
FOR THE YEARS ENDED DECEMBER 31, 2007, 2006 AND 2005
| Description |
Period | Balance at Beginning of Period |
Additions | Deductions(1) | Balance at End of Period |
|||||||||
|---|---|---|---|---|---|---|---|---|---|---|---|---|---|---|
| Allowance for Doubtful Accounts | 2007 2006 2005 |
$ |
108,254 71,665 70,128 |
$ |
36,332 57,928 15,000 |
$ |
32,094 21,339 13,463 |
$ |
112,492 108,254 71,665 |
|||||
Allowance for Inventory Obsolescence |
2007 2006 2005 |
$ |
50,826 99,840 71,303 |
$ |
258,074 47,022 69,665 |
$ |
123,218 96,036 41,128 |
$ |
185,682 50,826 99,840 |
|||||
Allowance for Valuation of Deferred Tax Asset |
2007 2006 2005 |
$ |
4,827,367 4,678,611 |
$ |
148,756 |
$ |
4,827,367 |
$ |
4,827,367 |
|||||
- (1)
- Deductions reflect write-offs of customer accounts receivables, net of recoveries, disposals of inventories and reversal of allowance for valuation of deferred tax assets.
51
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM
ON FINANCIAL STATEMENT SCHEDULE
To
the Board of Directors
Datalink Corporation
Our audits were conducted in accordance with the standards of the Public Company Accounting Oversight Board (United States) and were made for the purpose of forming an opinion on the basic financial statements of Datalink Corporation taken as a whole. The supplemental Schedule II is presented for purposes of complying with the Securities and Exchange Commission's rules and is not a part of the basic financial statements. This schedule has been subjected to the auditing procedures applied in our audits of the basic financial statements and in our opinion, is fairly stated in all material respects in relation to the basic financial statements taken as a whole.
/s/ McGLADREY & PULLEN, LLP
Minneapolis,
Minnesota
March 28, 2008
52
3. Exhibits. The following exhibits are filed as part of this Form 10-K:
| Exhibit Number |
Title | Method of Filing | ||
|---|---|---|---|---|
| 2.1 | Agreement and Plan of Merger dated January 20, 2007 by and among Midrange Computer Solutions, Inc., Dan Kalin, Michael Spindler, Wayne Szczepanski and Lodi Vercelli and Datalink Corporation and Datalink Acquisition LLC | 13 | ||
| 3.1 | Amended and Restated Articles of Incorporation of the Company | 1 | ||
| 3.2 | Restated Bylaws of the Company | 1 | ||
| 4.1 | Form of Common Stock Certificate | 1 | ||
| 10.1 | Employee Stock Purchase Plan | 1 | ||
| 10.2 | 1999 Incentive Compensation Plan, as amended on December 18, 2000 | 4 | ||
| 10.3 | Credit Agreement with Norwest Bank Minneapolis, N.A. | 1 | ||
| 10.4 | Form of Indemnification Agreement | 1 | ||
| 10.5 | Lease Agreement with Washington Avenue L.L.P. | 1 | ||
| 10.6 | Deferred Compensation Agreement with Stanley I. Clothier | 1 | ||
| 10.7 | Agreement and Plan of Reorganization with Direct Connect Systems, Inc. (excluding Schedules and Exhibits which the Registrant will provide to the Commission upon request) | 1 | ||
| 10.8 | Second Lease Agreement with Washington Avenue L.L.P. | 1 | ||
| 10.9 | Lease Extension Agreement with Washington Avenue L.L.P. | 1 | ||
| 10.11 | Asset Purchase Agreement dated November 10, 2000 with OpenSystems.com, Inc. (excluding Schedules and Exhibits which the Registrant will provide to The Commission upon request) | 2 | ||
| 10.12 | Building Lease with Hoyt/DTLK LLC | 3 | ||
| 10.13 | Building Lease date April 27, 2001 with Hoyt/DTLK LLC | 5 | ||
| 10.18 | 2000 Director Stock Option Plan | 4 | ||
| 10.20 | 2002 Amendments to the 2000 Director Stock Option Plan | 6 | ||
| 10.22 | Amended and Restated 2000 Director Stock Option Plan | 7 | ||
| 10.23 | Restricted Stock Award Agreement | 8 | ||
| 10.24 | Change of Control Severance Agreement | 8 | ||
| 10.25 | Sublease Agreement dated December 15, 2004 with Checkpoint Security, Inc. | 10 | ||
| 10.26 | Vacant Land Purchase Agreement | 10 | ||
| 10.27 | Correction to Restricted Stock Award Agreements dated August 13, 2004 | 11 | ||
| 10.28 | Employment Agreement dated March 14, 2006 with Gregory T. Barnum | 12 | ||
| 10.29 | Employment Agreement dated February 16, 2007 with Robert R. Beyer | 14 | ||
| 14.1 | Code of Ethics | 9 | ||
| 23.1 | Consent of McGladrey & Pullen, LLP | Filed herewith | ||
| 31.1 | Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 32.1 | Certifications by the Chief Executive Officer and Chief Financial Officer pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 | Filed herewith | ||
| 99.2 | Audit Committee Charter (Revised May 4, 2006) | 15 |
- (1)
- Incorporated
by reference to the exhibit of the same number in our Registration Statement on Form S-1, Reg. No. 333-55935
- (2)
- Incorporated
by reference to the exhibit of the same number in our September 30, 2000 Form 10-Q.
- (3)
- Incorporated by reference to the exhibit of the same number in our 2000 Form 10-K.
53
- (4)
- Incorporated
by reference to our 2000 Proxy Statement.
- (5)
- Incorporated
by reference to the exhibit of the same number in our March 31, 2001 Form 10-Q.
- (6)
- Incorporated
by reference to the exhibit of the same number in our 2002 Form 10-K.
- (7)
- Incorporated
by reference to the exhibit of the same number in our March 31, 2004 Form 10-Q.
- (8)
- Incorporated
by reference to the exhibit of the same number in our September 30, 2004 Form 10-Q.
- (9)
- Incorporated
by reference to the exhibit of the same number in our 2003 Form 10-K.
- (10)
- Incorporated
by reference to the exhibit of the same number in our 2004 Form 10-K.
- (11)
- Incorporated
by reference to the exhibit of the same number in our September 30, 2005 Form 10-Q.
- (12)
- Incorporated
by reference to the exhibit of the same number in our Form 8-K filed on March 17, 2006.
- (13)
- Incorporated
by reference to the exhibit of the same number in our Form 8-K filed on February 5, 2007.
- (14)
- Incorporated
by reference to the exhibit of the same number in our Form 8-K filed on February 20, 2007.
- (15)
- Incorporated by reference to the exhibit of the same number in our 2006 Form 10-K.
54
Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the registrant has duly caused this Annual Report on Form 10-K to be signed on its behalf by the undersigned, thereunto duly authorized.
| DATALINK CORPORATION | |||||
Date: March 28, 2008 |
|||||
| By: | /s/ CHARLES B. WESTLING Charles B. Westling, President and Chief Executive Officer |
||||
By: |
/s/ GREGORY T. BARNUM Gregory T. Barnum, Vice President of Finance and Chief Financial Officer |
||||
Pursuant to the requirements of the Securities Act of 1934, this report has been signed below by the following persons on behalf of the registrant and in the capacities and on the dates indicated.
| Signature | Title | Date | ||
|---|---|---|---|---|
| /s/ CHARLES B. WESTLING | President, Chief Executive Officer and Director (Principal Executive Officer) | March 28, 2008 | ||
/s/ GREGORY T. BARNUM |
Vice President of Finance and Chief Financial Officer (Principal Financial Officer) |
March 28, 2008 |
||
/s/ DENISE M. WESTENFIELD |
Corporate Controller (Principal Accounting Officer) |
March 28, 2008 |
||
/s/ GREG R. MELAND |
Chairman of the Board and Director |
March 28, 2008 |
||
/s/ BRENT G. BLACKEY |
Director |
March 28, 2008 |
||
/s/ PAUL F. LIDSKY |
Director |
March 28, 2008 |
||
/s/ MARGARET A. LOFTUS |
Director |
March 28, 2008 |
||
/s/ J. PATRICK O'HALLORAN |
Director |
March 28, 2008 |
||
/s/ JAMES E. OUSLEY |
Director |
March 28, 2008 |
||
/s/ ROBERT M. PRICE |
Director |
March 28, 2008 |
55
DOCUMENTS INCORPORATED BY REFERENCE
NOTE REGARDING FORWARD-LOOKING STATEMENTS
PART I
-
Item 1. Business.
Item 1A. Risk Factors.
Item 1B. Unresolved Staff Comments.
Item 2. Properties.
Item 3. Legal Proceedings.
Item 4. Submission of Matters to a Vote of Security Holders.
COMPARISON OF 5 YEAR CUMULATIVE TOTAL RETURN* Among Datalink Corporation, The NASDAQ Composite Index And The Russell 2000 Index
Report of Independent Registered Public Accounting Firm
DATALINK CORPORATION BALANCE SHEETS (In thousands, except share data)
DATALINK CORPORATION STATEMENTS OF OPERATIONS (In thousands, except per share data)
DATALINK CORPORATION STATEMENTS OF STOCKHOLDERS' EQUITY (In thousands)
DATALINK CORPORATION STATEMENTS OF CASH FLOWS (In thousands)
DATALINK CORPORATION NOTES TO FINANCIAL STATEMENTS
-
Item 9. Changes in and Disagreements with Accountants on Accounting and Financial Disclosure.
Item 9A. Controls and Procedures
-
Item 10. Directors and Executive Officers of the Registrant.
Item 11. Executive Compensation.
Item 12. Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters.
Item 13. Certain Relationships and Related Transactions.
Item 14. Principal Accountant Fees and Services.
Item 15. Exhibits, Financial Statement Schedules, and Reports on Form 8-K.
REPORT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM ON FINANCIAL STATEMENT SCHEDULE
SIGNATURES