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<TITLE>Filed by Bowne Pure Compliance</TITLE>
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<P style="font-size: 14pt" align="center"><B>UNITED STATES<BR>
SECURITIES AND
EXCHANGE COMMISSION<BR>
<FONT style="font-size: 12pt">Washington, D.C. 20549
</FONT></B>

<P style="font-size: 18pt" align="center"><B>FORM 8-K</B>

<P style="font-size: 12pt" align="center"><B>CURRENT REPORT<BR>
Pursuant to
Section 13 or 15(d) of the Securities Exchange Act of 1934</B>

<P style="font-size: 10pt" align="center"><B>Date of Report (Date of earliest
event reported): September 17, 2008</B>

<P style="font-size: 24pt" align="center"><B>INSIGHT ENTERPRISES,
INC.<BR>
</B><FONT style="font-size: 10pt">(Exact name of registrant as
specified in its charter) </FONT>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="32%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="33%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="32%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD
style="border-bottom: #000000 1px solid"><B>Delaware</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>0-25092</B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>86-0766246</B></TD>
 </TR>
 <TR valign="top">
  <TD>(State or other Jurisdiction of Incorporation)</TD>
  <TD>&nbsp;</TD>
  <TD>(Commission File Number)</TD>
  <TD>&nbsp;</TD>
  <TD>(IRS Employer Identification No.)</TD>
 </TR>

</TABLE>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="100%" border="0">

 <TR>
  <TD width="49%">&nbsp;</TD>
  <TD width="1%">&nbsp;</TD>
  <TD width="49%">&nbsp;</TD>
 </TR>
 <TR valign="bottom">
  <TD style="border-bottom: #000000 1px solid"><B>1305 West Auto Drive, Tempe,
Arizona<BR></B></TD>
  <TD>&nbsp;</TD>
  <TD style="border-bottom: #000000 1px solid"><B>85284</B></TD>
 </TR>
 <TR valign="top">
  <TD>(Address of Principal Executive Offices)</TD>
  <TD>&nbsp;</TD>
  <TD>(Zip Code)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="center">Registrant&#8217;s telephone number,
including area code: <B>(480) 902-1001</B>
<TABLE style="font-size: 10pt; text-align: center" cellspacing="0"
cellpadding="0" width="30%" border="0">

 <TR>
  <TD width="100%">&nbsp;</TD>
 </TR>
 <TR>
  <TD style="border-bottom: #000000 1px solid" nowrap><B>&nbsp;</B></TD>
 </TR>
 <TR>
  <TD nowrap>(Former name or former address if changed since last report.)</TD>
 </TR>

</TABLE>


<P style="font-size: 10pt" align="left">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:

<P style="font-size: 10pt" align="left"><FONT face="Wingdings">o</FONT> Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)<BR>
<BR>
<FONT face="Wingdings">o</FONT> Soliciting material pursuant
to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))<BR>
<BR>
<FONT
face="Wingdings">o</FONT> Pre-commencement communications pursuant to Rule
13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))<BR>


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<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">1
</DIV>

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<P style="font-size: 10pt" align="left"><B>Item&nbsp;1.01 Entry into a Material
Definitive Agreement.</B>

<P style="font-size: 10pt; text-indent: 4%" align="left">On September&nbsp;17,
2008, Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc.
(collectively, the &#8220;Resellers&#8221;) entered into a new credit agreement
(the &#8220;Floorplan Credit Agreement&#8221;) with Castle Pines Capital LLC
(&#8220;Castle Pines&#8221;), as an administrative agent, Wells Fargo Foothill,
LLC (&#8220;Wells Fargo Foothill&#8221;), as an administrative agent, as
syndication agent and as collateral agent, and the lenders party thereto. The
Floorplan Credit Agreement provides for a new credit facility (the
&#8220;Floorplan Loan Facility&#8221;) to finance the purchase of inventory
from a list of approved vendors. The aggregate initial availability under the
Floorplan Loan Facility is $100&nbsp;million, of which (1) $80&nbsp;million
(the &#8220;Primary Commitment&#8221;) matures on April&nbsp;1, 2013, but may
be renewed under certain circumstances described in the Floorplan Credit
Agreement for successive twelve month periods and (2) $20&nbsp;million (the
&#8220;Contingent Commitment&#8221;) matures on October&nbsp;31, 2008; however,
all or a portion of the Contingent Commitment may be extended or reinstated
under certain circumstances described in the Floorplan Credit Agreement, in
which case all or such portion of the Contingent Commitment so extended or
reinstated will be co-terminus with the Primary Commitment. Each advance under
the Floorplan Loan Facility will be made directly to an approved vendor and
must be repaid by the applicable Reseller on the earlier of (i)&nbsp;the date
specified by the administrative agent as the &#8220;payment due date&#8221;
with respect to the particular item of inventory being financed and
(ii)&nbsp;the date (if any) that such inventory is lost, stolen or damaged.
Interest does not accrue on advances paid within vendor terms. The Floorplan
Loan Facility is guaranteed by Insight Enterprises, Inc. (the
&#8220;Company&#8221;) and each of its material domestic subsidiaries, and is
secured by a lien on substantially all of the Company&#8217;s, each
Reseller&#8217;s and each guarantor&#8217;s assets (other than equity interests
in foreign subsidiaries). The liens securing the Floorplan Loan Facility will
be of equal priority to the liens securing borrowings under the Credit
Agreement (as defined below) pursuant to the terms of an Intercreditor
Agreement, dated as of September&nbsp;17, 2008, among the Company, JPMorgan
Chase Bank, National Association, as Administrative Agent under the Credit
Agreement, and Wells Fargo Foothill, as collateral agent under the Floorplan
Credit Agreement. The Floorplan Loan Facility replaces an existing agreement
with Castle Pines that the Company assumed in connection with the acquisition
of Calence, LLC on April&nbsp;1, 2008.

<P style="font-size: 10pt; text-indent: 4%" align="left">The foregoing
description of the Floorplan Credit Agreement is not complete and is qualified
in its entirety by reference to the Floorplan Credit Agreement, a copy of which
is filed as Exhibit&nbsp;10.1 hereto and is incorporated herein by reference.

<P style="font-size: 10pt; text-indent: 4%" align="left">In connection with the
Floorplan Credit Agreement, on September&nbsp;17, 2008, the Company, Insight
Direct (UK)&nbsp;Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National
Association, as Administrative Agent and certain lenders identified therein
entered into Amendment No.&nbsp;1 to the Second Amended and Restated Credit
Agreement, dated as of April 1, 2008 (the &#8220;Credit Agreement&#8221;),
among the Company, the European Borrowers (as defined therein), the lenders
party thereto, J.P. Morgan Europe Limited, as European Agent, Wells Fargo Bank,
National Association and U.S. Bank National Association, as Co-Syndication
Agents, and JPMorgan Chase Bank, National Association, as Administrative Agent.
This Amendment No.&nbsp;1, a copy of which is filed as Exhibit&nbsp;10.2 hereto
and is incorporated herein by reference, amends certain provisions in the
Credit Agreement, including among others, amendments to permit (a)&nbsp;up to
$100&nbsp;million in outstanding indebtedness under the Floorplan Credit
Agreement and (b) liens securing such indebtedness so
long as such liens do not extend to (x)&nbsp;any asset that is not subject to a
lien for the benefit of the lenders under the Credit Agreement or (y)&nbsp;any
equity interest or asset of any foreign subsidiary.

<P style="font-size: 10pt" align="center">2

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">2
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<P style="font-size: 10pt; text-indent: 4%" align="left">Also on
September&nbsp;17, 2008, Insight Receivables, LLC (&#8220;Insight
Receivables&#8221;), the Company, JPMorgan Chase Bank, N. A., as a Financial
Institution and as Agent, and JS Siloed Trust entered into Amendment No.&nbsp;9
to the Receivables Purchase Agreement, dated as of December&nbsp;31, 2002 (as
amended, the &#8220;Receivables Purchase Agreement&#8221;). This Amendment
No.&nbsp;9, a copy of which is filed as Exhibit&nbsp;10.3 hereto and is
incorporated herein by reference, amends certain provisions of the Receivables
Purchase Agreement, including among other amendments, (i)&nbsp;a reduction in
the facility amount effective December&nbsp;17, 2008 from $225&nbsp;million to
$150&nbsp;million, (ii)&nbsp;elimination of the step-down in the Delinquency
Ratio from 13.5% to 11.75%, which was to become effective for months ending
after August&nbsp;31, 2008, and (iii)&nbsp;creation of a new one-year term
through September&nbsp;17, 2009.

<P style="font-size: 10pt" align="left"><B>Item&nbsp;9.01 Financial Statements
and Exhibits.</B>

<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

 <TR
style="font-size: 10pt; background: none transparent scroll repeat 0% 0%; color: #000000"
valign="top">
  <TD style="background: none transparent scroll repeat 0% 0%"
width="4%">&nbsp;</TD>
  <TD nowrap align="left" width="3%">(d)</TD>
  <TD width="1%">&nbsp;</TD>
  <TD>Exhibits</TD>
 </TR>

</TABLE>


<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

<TR>
   <TD width="8%">&nbsp;</TD>
   <TD width="5%">&nbsp;</TD>
   <TD width="87%">&nbsp;</TD>
</TR>

<TR valign="top">
  <TD nowrap align="right">10.1</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Credit Agreement, dated as of September&nbsp;17, 2008, among Calence,
LLC, Insight Direct USA, Inc., Insight Public Sector, Inc., Castle Pines
Capital LLC, as an administrative agent, Wells Fargo Foothill, LLC, as an
administrative agent, as syndication agent and as collateral agent, and the
lenders party thereto.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
  <TD nowrap align="right">10.2</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Amendment No.&nbsp;1 to Second Amended and Restated Credit Agreement,
dated as of September&nbsp;17, 2008, among Insight Enterprises, Inc., Insight
Direct (UK)&nbsp;Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National
Association, as Administrative Agent, and certain lenders identified
therein.</TD>
 </TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
  <TD nowrap align="right">10.3</TD>
  <TD>&nbsp;</TD>
  <TD align="left">Amendment No.&nbsp;9 to Receivables Purchase Agreement, dated as of
September&nbsp;17, 2008, among Insight Receivables, LLC, Insight Enterprises,
Inc., JPMorgan Chase Bank, N. A., as Agent, and JS Siloed Trust.</TD>
</TR>

</TABLE>


<P style="font-size: 10pt" align="center">SIGNATURES

<P style="font-size: 10pt; text-indent: 4%" align="left">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.



<P>
<TABLE style="font-size: 10pt" cellspacing="0" cellpadding="0" width="100%"
border="0">

<TR>
   <TD width="45%">&nbsp;</TD>
   <TD width="5%">&nbsp;</TD>
   <TD width="5%">&nbsp;</TD>
   <TD width="45%">&nbsp;</TD>
</TR>

<TR valign="top">
  <TD align="left">Dated: September&nbsp;23, 2008</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
</TR>

<TR><TD>&nbsp;<BR></TD></TR>

<TR valign="top">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD colspan="2" align="left">INSIGHT ENTERPRISES, INC.</TD>
</TR>

<TR><TD>&nbsp;</TD></TR>

<TR valign="top">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD colspan="2" align="left" style="border-bottom: 1px solid #000000">/s/ Steven R. Andrews</TD>
</TR>

<TR valign="top">
  <TD>&nbsp;</TD>
  <TD>&nbsp;</TD>
  <TD align="left">By: </TD>
<TD align="left">Steven R. Andrews<BR>
General Counsel and Secretary</TD>
</TR>
</TABLE>


<P style="font-size: 10pt" align="center">3

<P style="font-size: 10pt" align="center">&nbsp;

<P style="display: none; font-size: 10pt" align="center">3
</DIV>



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Filed by Bowne Pure Compliance
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): September 17, 2008
INSIGHT ENTERPRISES,
INC.
(Exact name of registrant as
specified in its charter)
Delaware
0-25092
86-0766246
(State or other Jurisdiction of Incorporation)
(Commission File Number)
(IRS Employer Identification No.)
1305 West Auto Drive, Tempe,
Arizona
85284
(Address of Principal Executive Offices)
(Zip Code)
Registrant's telephone number,
including area code:
(480) 902-1001
(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:
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))
Item 1.01 Entry into a Material
Definitive Agreement.
On September 17,
2008, Calence, LLC, Insight Direct USA, Inc. and Insight Public Sector, Inc.
(collectively, the "Resellers") entered into a new credit agreement
(the "Floorplan Credit Agreement") with Castle Pines Capital LLC
("Castle Pines"), as an administrative agent, Wells Fargo Foothill,
LLC ("Wells Fargo Foothill"), as an administrative agent, as
syndication agent and as collateral agent, and the lenders party thereto. The
Floorplan Credit Agreement provides for a new credit facility (the
"Floorplan Loan Facility") to finance the purchase of inventory
from a list of approved vendors. The aggregate initial availability under the
Floorplan Loan Facility is $100 million, of which (1) $80 million
(the "Primary Commitment") matures on April 1, 2013, but may
be renewed under certain circumstances described in the Floorplan Credit
Agreement for successive twelve month periods and (2) $20 million (the
"Contingent Commitment") matures on October 31, 2008; however,
all or a portion of the Contingent Commitment may be extended or reinstated
under certain circumstances described in the Floorplan Credit Agreement, in
which case all or such portion of the Contingent Commitment so extended or
reinstated will be co-terminus with the Primary Commitment. Each advance under
the Floorplan Loan Facility will be made directly to an approved vendor and
must be repaid by the applicable Reseller on the earlier of (i) the date
specified by the administrative agent as the "payment due date"
with respect to the particular item of inventory being financed and
(ii) the date (if any) that such inventory is lost, stolen or damaged.
Interest does not accrue on advances paid within vendor terms. The Floorplan
Loan Facility is guaranteed by Insight Enterprises, Inc. (the
"Company") and each of its material domestic subsidiaries, and is
secured by a lien on substantially all of the Company's, each
Reseller's and each guarantor's assets (other than equity interests
in foreign subsidiaries). The liens securing the Floorplan Loan Facility will
be of equal priority to the liens securing borrowings under the Credit
Agreement (as defined below) pursuant to the terms of an Intercreditor
Agreement, dated as of September 17, 2008, among the Company, JPMorgan
Chase Bank, National Association, as Administrative Agent under the Credit
Agreement, and Wells Fargo Foothill, as collateral agent under the Floorplan
Credit Agreement. The Floorplan Loan Facility replaces an existing agreement
with Castle Pines that the Company assumed in connection with the acquisition
of Calence, LLC on April 1, 2008.
The foregoing
description of the Floorplan Credit Agreement is not complete and is qualified
in its entirety by reference to the Floorplan Credit Agreement, a copy of which
is filed as Exhibit 10.1 hereto and is incorporated herein by reference.
In connection with the
Floorplan Credit Agreement, on September 17, 2008, the Company, Insight
Direct (UK) Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National
Association, as Administrative Agent and certain lenders identified therein
entered into Amendment No. 1 to the Second Amended and Restated Credit
Agreement, dated as of April 1, 2008 (the "Credit Agreement"),
among the Company, the European Borrowers (as defined therein), the lenders
party thereto, J.P. Morgan Europe Limited, as European Agent, Wells Fargo Bank,
National Association and U.S. Bank National Association, as Co-Syndication
Agents, and JPMorgan Chase Bank, National Association, as Administrative Agent.
This Amendment No. 1, a copy of which is filed as Exhibit 10.2 hereto
and is incorporated herein by reference, amends certain provisions in the
Credit Agreement, including among others, amendments to permit (a) up to
$100 million in outstanding indebtedness under the Floorplan Credit
Agreement and (b) liens securing such indebtedness so
long as such liens do not extend to (x) any asset that is not subject to a
lien for the benefit of the lenders under the Credit Agreement or (y) any
equity interest or asset of any foreign subsidiary.
2
Also on
September 17, 2008, Insight Receivables, LLC ("Insight
Receivables"), the Company, JPMorgan Chase Bank, N. A., as a Financial
Institution and as Agent, and JS Siloed Trust entered into Amendment No. 9
to the Receivables Purchase Agreement, dated as of December 31, 2002 (as
amended, the "Receivables Purchase Agreement"). This Amendment
No. 9, a copy of which is filed as Exhibit 10.3 hereto and is
incorporated herein by reference, amends certain provisions of the Receivables
Purchase Agreement, including among other amendments, (i) a reduction in
the facility amount effective December 17, 2008 from $225 million to
$150 million, (ii) elimination of the step-down in the Delinquency
Ratio from 13.5% to 11.75%, which was to become effective for months ending
after August 31, 2008, and (iii) creation of a new one-year term
through September 17, 2009.
Item 9.01 Financial Statements
and Exhibits.
(d)
Exhibits
10.1
Credit Agreement, dated as of September 17, 2008, among Calence,
LLC, Insight Direct USA, Inc., Insight Public Sector, Inc., Castle Pines
Capital LLC, as an administrative agent, Wells Fargo Foothill, LLC, as an
administrative agent, as syndication agent and as collateral agent, and the
lenders party thereto.
10.2
Amendment No. 1 to Second Amended and Restated Credit Agreement,
dated as of September 17, 2008, among Insight Enterprises, Inc., Insight
Direct (UK) Ltd., Insight Enterprises B.V., JPMorgan Chase Bank, National
Association, as Administrative Agent, and certain lenders identified
therein.
10.3
Amendment No. 9 to Receivables Purchase Agreement, dated as of
September 17, 2008, among Insight Receivables, LLC, Insight Enterprises,
Inc., JPMorgan Chase Bank, N. A., as Agent, and JS Siloed Trust.
SIGNATURES
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.
Dated: September 23, 2008
INSIGHT ENTERPRISES, INC.
/s/ Steven R. Andrews
By:
Steven R. Andrews
General Counsel and Secretary
3