================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, DC 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): October 28, 2004 ---------------- Programmer's Paradise, Inc. --------------------------------------------------------------- (Exact name of Registrant as specified in its charter) Delaware 000-26408 13-3136104 --------------------------- ----------- ------------------- (State of Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 1157 Shrewsbury Avenue, Shrewsbury, New Jersey 07702 ---------------------------------------------- ---------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code: (732) 389-8950 -------------- 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: [ ] 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 2.02 and Item 7.01. Results of Operations and Financial Condition and Regulation FD Disclosure On October 28, 2004, Programmer's Paradise, Inc. issued a press release announcing its financial results for the third quarter ended September 30, 2004. The information contained in the press release, which is attached as Exhibit 99.1 to this report, is incorporated by reference herein and is furnished pursuant to Item 2.02, "Results of Operations and Financial Condition" and Item 7.01, "Regulation FD Disclosure." 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. PROGRAMMER'S PARADISE, INC. Dated: October 28, 2004 By: /s/ Simon F. Nynens ---------------------------------- Simon F. Nynens Chief Financial Officer Index to Exhibits Exhibit No. Description - ----------- ----------- 99.1 Press Release dated October 28, 2004 announcing financial results for the third quarter ended September 30, 2004.