================================================================================ 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): April 28, 2005 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 April 28, 2005, Programmer's Paradise, Inc. issued a press release announcing its financial results for the first quarter ended March 31, 2005. 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." ITEM 9.01. FINANCIAL STATEMENTS AND EXHIBITS. (C) EXHIBITS. 99.1 Press Release dated April 28, 2005, furnished pursuant to Item 2.02 and Item 7.01 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: April 29, 2005 By: /s/ Simon F. Nynens --------------------------- Simon F. Nynens Chief Financial Officer Index to Exhibits Exhibit No. Description - ----------- --------------------------------------------------------- 99.1 Press Release dated April 28, 2005, furnished pursuant to Item 2.02 and Item 7.01