Item 1.01 Entry into Material Definitive Agreement

On April 5, 2009, Systemax Inc. (the "Company"), entered into a "stalking horse" asset purchase agreement (the "Asset Purchase Agreement"), as amended on April 6, 2009 and May 14, 2009, with Circuit City Stores West Coast, Inc. and Circuit City Stores, Inc. ("Circuit City") to purchase from Circuit City (which had previously filed for bankruptcy) certain of the intellectual property, internet-related property and customer information of Circuit City constituting its e-commerce business.

The initial purchase price was determined through arms-length negotiation between the parties and was subject to certain significant contingencies, most importantly the approval of the transaction by the U.S. Bankruptcy Court following a court-ordered auction for the assets intended to procure higher and better bids. In connection with the approval process, the court approved the Company as the "stalking horse" bidder, permitting other qualified bidders to submit higher and better bids for the subject assets in the auction.

The court-ordered auction was conducted on May 11, 2009. The Company made the prevailing bid which was approved by the U.S. Bankruptcy Court for the Eastern District of Virginia on May 14, 2009, and on such date the parties executed a second amendment to the Asset Purchase Agreement to incorporate the terms of the Company's prevailing bid. On May 19, 2009, the Company and Circuit City consummated the closing of the transaction.

Pursuant to the terms of the Asset Purchase Agreement, at closing the Company paid a cash purchase price of $14.0 million, and agreed to pay Circuit City a share of certain future net revenue generated by the acquired assets during the 30-month period commencing 30 days following the closing of the transaction, which share has been guaranteed to be at least $3.0 million.

The foregoing summary description of the Asset Purchase Agreement is qualified in its entirety by reference to the Asset Purchase Agreement attached as Exhibit 10.1 to this Current Report on Form 8-K and incorporated by reference herein.

Item 9.01 Financial Statements and Exhibits

(d) Exhibits

10.1 Asset Purchase Agreement, as amended, dated as of April 5, 2009 and May 14, 2009, by and among Systemax Inc., as Buyer and Circuit City Stores West Coast, Inc. and Circuit City Stores, Inc, as Sellers.

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