##### Table of Contents



UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, DC 20549
 FORM 10-Q
 QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
 For the quarterly period ended September 30, 2008
 Commission file number 0-19433
 
 Technology
Solutions Company
  Incorporated in the State of Delaware  IRS Employer Identification No. 36-3584201
 55 East Monroe Street, Suite 2600
Chicago, Illinois 60603
 Registrants telephone number, including area code (312) 228-4500
 Indicate by check mark whether the registrant (1) has filed all reports required to be filed
by Section 13 or
1 5(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such
shorter period
that the registrant was required to file such reports), and (2) has been subject to such
filing requirements
for the past 90 days. þ Yes o No
 Indicate by check mark whether the registrant is a large accelerated filer , an accelerated filer, a
non-accelerated filer, or a smaller reporting company. See definition of accelerated filer, large
accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act (Check one):
 Large accelerated
filero
    
    Accelerated filero
    
    Non-accelerated
filer þ
    
    Smaller Reporting
Companyo
 Indicate by check mark whether the registrant is a shell company (as defined by Rule 12b-2 of
the
Exchange Act). oYesþNo
 As of November 13, 2008 there were outstanding 2,565,866 shares of TSC Common Stock, par value
$0.01.




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##### 








TECHNOLOGY SOLUTIONS COMPANY  Index to Form 10-Q
 PageNumberPart IITEM 1. FINANCIAL STATEMENTSConsolidated
Balance Sheets as of
September 30, 2008 and December 31, 2007
    
    
    3Consolidated Statements of Operations for the
Three and Nine Months Ended September 30, 2008 and 2007
    
    
    4Consolidated Statements of Cash Flows for the
Nine Months Ended September 30, 2008 and 2007
    
    
    5Notes to Consolidated Financial Statements
    
    
    6ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
    
    
    12ITEM 3. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT
MARKET RISK
    
    
    23ITEM 4. CONTROLS AND PROCEDURES
    
    
    23ITEM 4T. CONTROLS AND PROCEDURES
    
    
    23Part IIITEM 1. LEGAL PROCEEDINGS
    
    
    24ITEM 1A. RISK FACTORS
    
    
    24ITEM 2. UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS
    
    
    24ITEM 3. DEFAULT UPON SENIOR SECURITIES
    
    
    25ITEM 4. SUBMISSION OF MATTERS TO A VOTE
OF SECURITY HOLDERS
    
    
    25ITEM 5. OTHER INFORMATION
    
    
    26ITEM 6. EXHIBITS
    
    
    26SIGNATURE
    
    
    27Exhibit 31.1Exhibit 31.2Exhibit 32.1Exhibit 32.2
   Page 2




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PART I. FINANCIAL INFORMATION
 
 ITEM 1. FINANCIAL STATEMENTS.
 TECHNOLOGY SOLUTIONS COMPANY
 
 CONSOLIDATED BALANCE SHEETS
  September 30,
    
    
    December 31,2008
    
    
    2007(unaudited)
    
    
    (audited)ASSETSCURRENT ASSETS:Cash and cash equivalents
    
    $
    2,266
    
    
    $
    1,799Short-term investments
    
    
    6,748
    
    
    
    9,169Receivables, less allowance for doubtful receivables
of $10
    
    
    967
    
    
    
    3,513Note receivable
    
    
    750
    
    
    
    Software development costs
    
    
    568
    
    
    
    Other current assets
    
    
    416
    
    
    
    242Total current assets
    
    
    11,715
    
    
    
    14,723COMPUTERS, FURNITURE AND EQUIPMENT, NET
    
    
    197
    
    
    
    193INTANGIBLE ASSETS, NET
    
    
    264
    
    
    
    518Total assets
    
    $
    12,176
    
    
    $
    15,434LIABILITIES AND STOCKHOLDERS EQUITYCURRENT LIABILITIES:Accounts payable
    
    $
    1,003
    
    
    $
    1,539Accrued compensation and related costs
    
    
    535
    
    
    
    2,645Other current liabilities
    
    
    136
    
    
    
    1,078Total current liabilities
    
    
    1,674
    
    
    
    5,262STOCKHOLDERS EQUITY:Preferred stock, $.01 par value; shares authorized 
10,000,000; none issued
    
    
    
    
    
    
    Common stock, $.01 par value; shares authorized 
20,000,000; shares issued  2,677,452;
2,565,866 and 2,559,247 shares outstanding, respectively
    
    
    27
    
    
    
    27Capital in excess of par value
    
    
    129,145
    
    
    
    129,100Accumulated deficit
    
    
    (115,078
    )
    
    
    (115,816
    )Treasury stock, at cost, 111,586 and 118,205 shares, respectively
    
    
    (3,162
    )
    
    
    (3,349
    )Accumulated other comprehensive income:Unrealized (loss) on short-term investments
    
    
    (428
    )
    
    
    Cumulative translation adjustment
    
    
    
    
    
    
    210Total stockholders equity
    
    
    10,502
    
    
    
    10,172Total liabilities and stockholders equity
    
    $
    12,176
    
    
    $
    15,434
   Page 3




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TECHNOLOGY
SOLUTIONS COMPANY
 
 CONSOLIDATED STATEMENTS OF OPERATIONS
  For the
    
    
    For theThree Months Ended
    
    
    Nine Months EndedSeptember 30,
    
    
    September 30,2008
    
    
    2007
    
    
    2008
    
    
    2007(unaudited)
    
    
    (unaudited)
    
    
    (unaudited)
    
    
    (unaudited)CONTINUING OPERATIONSREVENUES:Revenues before reimbursements
    
    $
    1,418
    
    
    $
    2,482
    
    
    $
    5,667
    
    
    $
    8,189Reimbursements
    
    
    224
    
    
    
    259
    
    
    
    831
    
    
    
    1,002Total Revenues
    
    
    1,642
    
    
    
    2,741
    
    
    
    6,498
    
    
    
    9,191COSTS AND EXPENSES:Project personnel
    
    
    1,080
    
    
    
    1,962
    
    
    
    3,909
    
    
    
    6,153Other project expenses
    
    
    373
    
    
    
    271
    
    
    
    943
    
    
    
    1,389Reimbursable expenses
    
    
    224
    
    
    
    259
    
    
    
    831
    
    
    
    1,002Cost of Services
    
    
    1,677
    
    
    
    2,492
    
    
    
    5,683
    
    
    
    8,544Management and administrative support
    
    
    870
    
    
    
    2,446
    
    
    
    2,071
    
    
    
    8,544Intangible asset amortization
    
    
    49
    
    
    
    49
    
    
    
    147
    
    
    
    156Intangible asset impairment
    
    
    
    
    
    
    
    
    
    
    106
    
    
    
    143Total Costs and Expenses
    
    
    2,596
    
    
    
    4,987
    
    
    
    8,007
    
    
    
    17,387OPERATING LOSS FROM CONTINUING OPERATIONS
    
    
    (954
    )
    
    
    (2,246
    )
    
    
    (1,509
    )
    
    
    (8,196
    )OTHER INCOME:Net investment income
    
    
    67
    
    
    
    126
    
    
    
    290
    
    
    
    446LOSS FROM CONTINUING OPERATIONS BEFORE
INCOME TAXES AND DISCONTINUED OPERATIONS
    
    
    (887
    )
    
    
    (2,120
    )
    
    
    (1,219
    )
    
    
    (7,750
    )INCOME TAX PROVISION
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    NET LOSS FROM CONTINUING OPERATIONS
    
    
    (887
    )
    
    
    (2,120
    )
    
    
    (1,219
    )
    
    
    (7,750
    )DISCONTINUED OPERATIONSNet income (loss) from discontinued
operations, includes gain on sale of SAP
Practice
    
    
    (14
    )
    
    
    (146
    )
    
    
    1 ,957
    
    
    
    (245
    )NET INCOME (LOSS)
    
    $
    (901
    )
    
    $
    (2,266
    )
    
    $
    738
    
    
    $
    (7,995
    )BASIC INCOME (LOSS) PER SHARE:Income (loss) from Continuing Operations
    
    $
    (0.35
    )
    
    $
    (0.83
    )
    
    $
    (0.47
    )
    
    $
    (3.06
    )Income (loss) from Discontinued Operations
    
    
    0.00
    
    
    
    (0.06
    )
    
    
    0.76
    
    
    
    (0.09
    )Net income (loss)
    
    
    (0.35
    )
    
    
    (0.89
    )
    
    
    0.29
    
    
    
    (3.15
    )WEIGHTED AVERAGE SHARES  BASIC
    
    
    2,566
    
    
    
    2,548
    
    
    
    2,564
    
    
    
    2,534DILUTED INCOME (LOSS) PER SHARE (1):Income (loss) from Continuing Operations
    
    $
    (0.35
    )
    
    $
    (0.83
    )
    
    $
    (0.46
    )
    
    $
    (3.06
    )Income (loss) from Discontinued Operations
    
    
    0.00
    
    
    
    (0.06
    )
    
    
    0.74
    
    
    
    (0.09
    )Net income (loss)
    
    
    (0.35
    )
    
    
    (0.89
    )
    
    
    0.28
    
    
    
    (3.15
    )WEIGHTED AVERAGE SHARES  DILUTED
    
    
    2,566
    
    
    
    2,548
    
    
    
    2,661
    
    
    
    2,534
 (1)
    
    Dilutive securities are excluded from the diluted earnings per share calculation in loss
periods due to their anti-dilutive effect   Page 4




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TECHNOLOGY
SOLUTIONS COMPANY
 
 CONSOLIDATED STATEMENTS OF CASH FLOWS
  For theNine Months EndedJune 30,2008
    
    
    2007(unaudited)CASH FLOWS FROM OPERATING ACTIVITIES:Net income (loss)
    
    $
    738
    
    
    $
    (7,995
    )Adjustments to reconcile net income/(loss) to net
cash from operating activities:Intangible asset impairment
    
    
    106
    
    
    
    143Depreciation and amortization
    
    
    227
    
    
    
    190Cumulative translation adjustment
    
    
    (210
    )
    
    
    Non-cash stock compensation
    
    
    244
    
    
    
    446Gain from sale of SAP Practice
    
    
    (1,526
    )
    
    
    Changes in assets and liabilities:Receivables
    
    
    (46
    )
    
    
    2,729Loan receivable
    
    
    
    
    
    
    3,400Software development costs
    
    
    (568
    )
    
    
    Other current assets
    
    
    (243
    )
    
    
    254Accounts payable
    
    
    (213
    )
    
    
    (451
    )Accrued compensation and related costs
    
    
    (1,551
    )
    
    
    111Restructuring accruals
    
    
    
    
    
    
    (270
    )Other current liabilities
    
    
    (943
    )
    
    
    (990
    )Net cash used in operating activities
    
    
    (3,985
    )
    
    
    (2,433
    )CASH FLOWS FROM INVESTING ACTIVITIES:Proceeds from sale of SAP Practice, net of transaction fees
    
    
    3,305
    
    
    
    Proceeds from short-term investments
    
    
    2,104
    
    
    
    1,000Note receivable from sale of SAP Practice
    
    
    (750
    )
    
    
    Purchases of short-term investments
    
    
    (111
    )
    
    
    (210
    )Capital expenditures
    
    
    (83
    )
    
    
    (187
    )Net cash provided by investing activities
    
    
    4,465
    
    
    
    603CASH FLOWS FROM FINANCING ACTIVITIES:Payment of employee payroll taxes in lieu of shares for vested
restricted stock units
    
    
    (13
    )
    
    
    (148
    )Net cash used in financing activities
    
    
    (13
    )
    
    
    (148
    )INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS
    
    
    467
    
    
    
    (1,978
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    1,799
    
    
    
    6,924CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    2,266
    
    
    $
    4,946
   Page 5




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TECHNOLOGY SOLUTIONS COMPANY
 
 NOTES TO CONSOLIDATED FINANCIAL STATEMENTS  (Unaudited)
  NOTE 1  BASIS OF PRESENTATION
  NOTE 2  THE COMPANY
  NOTE 3  NEW ACCOUNTING STANDARDS
     Page 6




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Business Combinations
 NOTE 4  SHORT-TERM INVESTMENTS AND PRIOR YEARS REVISIONS
     available-for-sale,
  Page 7




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As Originally Filed
    
    
    
    
    
    
    As RevisedSeptember 30, 2007
    
    
    Revision
    
    
    September 30, 2007Net Loss
    
    $
    (7,995
    )
    
    $
    
    
    
    $
    (7,995
    )Net Cash used in operating activities
    
    
    (2,433
    )
    
    
    
    
    
    
    (2,433
    )CASH FLOWS FROM INVESTING ACTIVITIESProceeds from short-term investments
    
    
    
    
    
    
    1,000
    
    
    
    1,000Purchases of short-term investments
    
    
    
    
    
    
    (210
    )
    
    
    (210
    )Capital expenditures
    
    
    (187
    )
    
    
    
    
    
    
    (187
    )Net Cash used in investing activities
    
    
    (187
    )
    
    
    790
    
    
    
    603Net Cash used in financing activities
    
    
    (148
    )
    
    
    
    
    
    
    (148
    )EFFECT OF EXCHANGE RATE CHANGES ON CASH
    
    
    
    
    
    
    
    
    
    
    DECREASE IN CASH AND CASH EQUIVALENTS
    
    
    (2,768
    )
    
    
    790
    
    
    
    (1,978
    )CASH AND CASH EQUIVALENTS, BEGINNING OF PERIOD
    
    
    13,510
    
    
    
    (6,586
    )
    
    
    6,924CASH AND CASH EQUIVALENTS, END OF PERIOD
    
    $
    10,742
    
    
    $
    (5,796
    )
    
    $
    4,946
 NOTE 5  SOFTWARE DEVELOPMENT COSTS
  BLUE
OCEAN©
 point-of-need.
  Page 8




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RENDER©
  NOTE 6  INCOME TAXES
    NOTE 7  STOCK-BASED COMPENSATION
  NOTE 8  CAPITAL STOCK
    Page 9




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NOTE 9  INCOME (LOSS) PER COMMON SHARE
   September 30, 2008
    
    
September 30, 2007Net
    
    
    Shares
    
    
    Per
    
    
    Net
    
    
    Shares
    
    
    PerIncome
    
    
    (In Thousands)
    
    

Common Share
    
    
    Loss
    
    
    (In Thousands)
    
    
    Common ShareBasic income/(loss)
per share
    
    $
    (901
    )
    
    
    2,566
    
    
    $
    (0.35
    )
    
    $
    (2,266
    )
    
    
    2,548
    
    
    $
    (0.89
    )Effect of common
equivalent shares
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Diluted
income/(loss) per
share
    
    $
    (901
    )
    
    
    2,566
    
    
    $
    (0.35
    )
    
    $
    (2,266
    )
    
    
    2,548
    
    
    $
    (0.89
    )
  September 30, 2008
    
    
    September 30, 2007Net
    
    
    Shares
    
    
    Per
    
    
    Net
    
    
    Shares
    
    
    PerIncome
    
    
    (In Thousands)
    
    
    Common Share
    
    
    Loss
    
    
    (In Thousands)
    
    
    Common ShareBasic income/(loss)
per share
    
    $
    738
    
    
    
    2,564
    
    
    $
    0.29
    
    
    $
    (7,995
    )
    
    
    2,534
    
    
    $
    (3.15
    )Effect of common
equivalent shares
    
    
    
    
    
    
    97
    
    
    
    (0.01
    )
    
    
    
    
    
    
    
    
    
    
    Diluted
income/(loss) per
share
    
    $
    738
    
    
    
    2,661
    
    
    $
    0.28
    
    
    $
    (7,995
    )
    
    
    2,534
    
    
    $
    (3.15
    )
  Page 10




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NOTE 10  INTANGIBLE ASSETS, NET
  Non-Customer
    
    
    compete
    
    
    Other
    
    
    Trade-Related
    
    
    Agreements
    
    
    Agreements
    
    
    marks
    
    
    TotalBalance as of Dec. 31, 2007
    
    $
    155
    
    
    $
    46
    
    
    $
    48
    
    
    $
    269
    
    
    $
    518Amortization
    
    
    (96
    )
    
    
    (41
    )
    
    
    (11
    )
    
    
    
    
    
    
    (148
    )Impairment loss
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    (106
    )
    
    
    (106
    )Balance as of Sept. 30, 2008
    
    $
    59
    
    
    $
    5
    
    
    $
    37
    
    
    $
    163
    
    
    $
    264
   NOTE 11  CUMULATIVE TRANSLATION ADJUSTMENT
  NOTE 12  SALE OF SAP PRACTICE
    As of April 30,
    
    
    As of December 31,2008
    
    
    2007Accounts receivable
    
    $
    2,592
    
    
    $
    2,352Other current assets
    
    
    69
    
    
    
    31Total assets
    
    $
    2,661
    
    
    $
    2,383Accounts payable
    
    
    323
    
    
    
    344Accrued compensation
    
    
    559
    
    
    
    343Total liabilities
    
    $
    882
    
    
    $
    687Value of net assets sold
    
    $
    1,779
    
    
    $
    1,696
  Page 11




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TECHNOLOGY SOLUTIONS COMPANY
 
 ITEM 2. MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
 RESULTS OF OPERATIONS
 OVERVIEW
       Page 12




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 REVENUES
  COSTS AND EXPENSES
 Project Personnel
  Other Project Expenses
  Reimbursable Expenses
  Management and Administrative Support
  Intangible asset amortization
   Page 13




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 CRITICAL ACCOUNTING POLICIES AND ESTIMATES
   Revenue Recognition
  Accounting for Income Taxes
   Page 14




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Stock-Based Compensation
  Intangible Assets
    Page 15




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
   THREE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED WITH THREE MONTHS ENDED SEPTEMBER 30, 2007
 Revenues
    Page 16




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Costs and Expenses
      Operating Loss from Continuing Operations
  Other Income
  Income Tax Provision
  Discontinued Operations
   Page 17




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Net Loss
  Shares Outstanding
  NINE MONTHS ENDED SEPTEMBER 30, 2008 COMPARED WITH NINE MONTHS ENDED SEPTEMBER 30, 2007
 Revenues
   Costs and Expenses
   Page 18




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
     Operating Loss from Continuing Operations
  Other Income
  Income Tax Provision
  Discontinued Operations
   Page 19




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 Net Income
  Shares Outstanding
  LIQUIDITY AND CAPITAL RESOURCES
      Page 20




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
 short-term,
   NEW ACCOUNTING STANDARDS
    Page 21




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TECHNOLOGY SOLUTIONS COMPANY
 MANAGEMENTS DISCUSSION AND ANALYSIS
OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS
(Continued)
  Business Combinations
 ASSUMPTIONS UNDERLYING CERTAIN FORWARD-LOOKING STATEMENTS AND FACTORS THAT MAY AFFECT FUTURE
RESULTS
 This Quarterly Report on Form 10-Q contains certain forward-looking statements concerning our
financial position, results of operations, cash flows, business strategy, budgets, projected costs
and plans and objectives of management for future operations as well as other statements including
words such as anticipate, believe, plan, estimate, expect, intend, and other similar
expressions. These forward-looking statements involve significant risks and uncertainties. Although
we believe that the expectations reflected in such forward-looking statements are based on
reasonable assumptions, readers are cautioned that no assurance can be given that such expectations
will prove correct and that actual results and developments may differ materially from those
conveyed in such forward-looking statements. We claim the protection of the safe harbor for
forward-looking statements contained in the Private Securities Litigation Reform Act of 1995 for
all forward-looking statements. Important factors that could cause actual results to differ
materially from the expectations reflected in the forward-looking statements in this Form 10-Q
include, among others, our ability to manage decreased revenue levels; our need to attract new
business and increase revenues; our recent general trend of a declining cash position; our ability
to manage costs and headcount relative to expected revenues; our ability to achieve proper
utilization rates or charge acceptable rates for our services could adversely affect our ability to
successfully introduce new service offerings; our dependence on a limited number of clients for a
large portion of our revenue; the potential loss of significant clients; our ability to attract new
clients and sell additional work to existing clients; our ability to attract and retain employees;
the rapidly changing nature of information technology services, including our ability to keep pace
with technological and market changes
and our ability to refine and add to existing service offerings; the lack of shareholder approved
stock options available for grants by the Company to retain existing employees; and changing
business, economic or market conditions and changes in competitive and other factors, all as more
fully described herein and in our Annual Report on Form 10-K for the year ended December 31, 2007
under Risk Factors and elsewhere from time to time in our filings with the SEC, press releases and
other communications. Such forward-looking statements speak only as of the date on which they are
made and we do not undertake any obligation to update any forward-looking statement to reflect
events or circumstances after the date of this Quarterly Report on Form 10-Q . If we do update or
correct one or more
forward-looking statements, investors and others should not conclude that we
will make additional updates or corrections with respect thereto or with respect to other
forward-looking statements. Our actual results may vary materially.
  Page 22




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 PART I. FINANCIAL INFORMATION
(Continued)
 
 ITEM 3QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK.
    
 ITEM 4CONTROLS AND PROCEDURES.
  
 ITEM 4TCONTROLS AND PROCEDURES.
   Page 23




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 
 PART II. OTHER INFORMATION
 
 ITEM 1LEGAL PROCEEDINGS.
   
 ITEM 1ARISK FACTORS.
  
 ITEM 2UNREGISTERED SALES OF EQUITY SECURITIES AND USE OF PROCEEDS.
 (c) STOCK REPURCHASES
 (c) Total number
    
    
    (d) Maximum number ofof shares
    
    
    shares (or approximate(a) Total
    
    
    
    
    
    
    purchased as part
    
    
    dollar value of shares) thatnumber
    
    
    (b) Average
    
    
    of publicly
    
    
    may yet be purchasedof shares
    
    
    price paid per
    
    
    announced plans
    
    
    under the plans orPeriod
    
    purchased
    
    
    share
    
    
    or programs
    
    
    programsJuly 1, 2008  July
31, 2008
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360August 1, 2008 
August 31, 2008
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360September 1, 2008 
September 30, 2008
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360Total
    
    
    0
    
    
    $
    
    
    
    
    0
    
    
    
    234,360
  Page 24




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 PART II. OTHER INFORMATION  (Continued)
  
 ITEM 3DEFAULT UPON SENIOR SECURITIES.
  
 ITEM 4SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.
       Page 25




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##### Table of Contents



TECHNOLOGY SOLUTIONS COMPANY
 PART II. OTHER INFORMATION  (Continued)
 
 ITEM 5OTHER INFORMATION.
  
 ITEM 6EXHIBITS.
 Exhibit #
    
    Description of Document31.1*
    
    Rule 13a-14(a) Certification of Milton Silva-Craig pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Rule 13a-14(a) Certification of Timothy G. Rogers pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    18 USC §1350 Certification of Milton Silva-Craig pursuant to
Section 906 of the Sarbanes-Oxley Act of 200232.2*
    
    18 USC §1350 Certification of Timothy G. Rogers pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith  Page 26




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##### Table of Contents



SIGNATURE
  TECHNOLOGY SOLUTIONS COMPANYDate:  November 13, 2008
    By:
    /s/ TIMOTHY G. ROGERSTimothy G. RogersChief Financial Officer
(Duly Authorized Officer and
Principal Financial Officer)  Page 27




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##### Table of Contents



EXHIBIT INDEX
 Exhibit #
    
    Description of Document31.1*
    
    Rule 13a-14(a) Certification of Milton Silva-Craig pursuant to
Section 302 of the Sarbanes-Oxley Act of 200231.2*
    
    Rule 13a-14(a) Certification of Timothy G. Rogers pursuant to
Section 302 of the Sarbanes-Oxley Act of 200232.1*
    
    18 USC §1350 Certification of Milton Silva-Craig pursuant to
Section 906 of the Sarbanes-Oxley Act of 200232.2*
    
    18 USC §1350 Certification of Timothy G. Rogers pursuant to
Section 906 of the Sarbanes-Oxley Act of 2002
 
 *
    
    Filed herewith  Page 28