WASHINGTON, D.C. 20549

AUGUST 14, 2003

(Exact name of registrant as specified in its charter)

(Address of Principal Executive Offices) (Zip Code)

(978) 663-7598

(Registrant's telephone number, including area code)

This report amends the Current Report on Form 8-K dated June 2, 2003 (filed on June 16, 2003 related to the acquisition of Technisource Hardware Inc. on May 30, 2003.

On May 30, 2003, CSP, Inc., together with its wholly owned subsidiary, MODCOMP, Inc. purchased certain assets of Technisource Hardware (Technisource) of Fort Lauderdale Florida from Technisource Inc. of Fort Lauderdale Florida, a wholly owned subsidiary of Intellimark, Inc.. The purchase price of $2.7 million was paid in cash to Intellimark, Inc. The assets purchased included all assets necessary to continue running the business. MODCOMP will continue the operation of Technisource and it will continue as a reseller of software and hardware products for IT infrastructure requirements and provide professional services related to systems integration. The purchase price of Technisource was based on projected revenues and income multipliers that were supported by historical information. We reviewed other recent purchases to see that our purchase price was reasonable and consist with the current market.

(a) Financial Statements of Business Acquired

The following financial information is hereby included as a part of this Current Report as Exhibit 99.1:

1. Independent Auditors' Report

5. Notes to Financial Statements

(b) Pro Forma Financial Information

The unaudited pro forma financial information described below is hereby included as a part of this Current Report as Exhibit 99.2.

The unaudited pro forma condensed combined financial statements are presented for informational purposes only, and are not necessarily indicative of what the Company's future financial position or results of operations will be. In addition, the unaudited pro forma condensed combined financial statements do not purport to project the Company's financial position or results of operations at any future date or for any future period.

These pro forma condensed combined financial statements should be read in conjunction with the CSP Inc. Quarterly Report on Form 10-Q for the quarterly period ended June 30, 2003.

(c) Exhibits

1. Financial Statements of Technisource Hardware (formerly a division of Technisource Hardware Inc.) for the year ended December 28, 2002
2. Pro Forma Statement of operations for Technisource Hardware (formerly a division of Technisource Hardware Inc.) the period from December 29, 2002 to May 29, 2003 and for the five months ended May 31, 2002

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.

CSP INC.

August 14, 2003

/s/Gary W. Levine

----------------------------------

2. Pro Forma Statement of operations for Technisource Hardware (formerly a division of Technisource Hardware Inc.) the period from December 29, 2002 to May 29, 2003 and for the five months ended May 31, 2002

Independent Auditors' Report 1

Financial statements:

Balance Sheet as of December 28, 2002 2

and for the five months ended May 31, 2002 3

and for the five months ended May 31, 2002 4

Notes to Financial Statements 5

Board of Directors and Shareholders of CSP, Inc. and Subsidiaries

We have audited the accompanying balance sheet of Technisource Hardware (formerly a division of Technisource Hardware, Inc. as more fully described in Note 1) as of December 28, 2002, and the related statements of operation and cash flow for the year ended. These financial statements are the responsibility of the Company's management. Our responsibility is to express an opinion on these financial statements based on our audit.

We conducted our audit in accordance with auditing standards generally accepted in the United States of America. Those standards require that we plan and perform the audit to obtain reasonable assurance about whether the financial statements are free of material misstatement. An audit includes examining, on a test basis, evidence supporting the amounts and disclosures in the financial statements. An audit also includes assessing the accounting principles used and significant estimates made by management, as well as evaluating the overall financial statements presentation. We believe that our audit provides a reasonable basis for our opinion.

In our opinion, the financial statements referred to above present fairly, in all material respects, the financial position of Technisource Hardware (formerly a division of Technisource Hardware, Inc.) as of December 28, 2002, and results of its operation and its cash flow for the years then ended in conformity with accounting principles generally accepted in the United States of America.

GRANT THORNTON LLP

Boston, Massachusetts

August 12, 2003

Year ended December 28, 2003

Prior to its acquisition, Technisource Hardware (the "Company") was a division of Technisource Hardware, Inc. ("THI"). THI is a division of Technisource, Inc. ("TI"). The Company is a Ft. Lauderdale, Florida-based reseller of software and hardware products for IT infrastructure requirements that also provides professional services related to systems integration. The accompanying financial statements are derived from the historical books and records of THI and present the statement of selected assets and liabilities and revenue and expense applicable to the Company's operations of THI. On July 23, 2002, TI was acquired by Intellimark, Inc., a privately held company for $40 million in cash.

On May 30, 2003, CSP, Inc., together with its wholly owned subsidiary, MODCOMP, Inc. purchased certain assets of the Company. The purchase price of $2.7 million was paid in cash to Intellimark, Inc. Subsequent to the acquisition, the Company was re-named and now operates as "MODCOMP Systems & Solutions", a division of MODCOMP, Inc.

The statements of selected assets and liabilities have been prepared using the historical basis of accounting and include all of the assets related to the U.S. Operations of the Company, as specifically identified in the Asset Purchase Agreement dated May 30, 2003. The Company's selected assets acquired consist primarily of accounts receivable, inventory, property and equipment, accounts payable and related accrued expenses that are directly related to its operating activities. The Company's statements of selected assets and liabilities do not include any assets and liabilities of THI which were not specifically identifiable with the Company's operations.

The statements of revenue and expenses includes all revenue and expenses attributable to the U.S. Operations of the Company, including a corporate allocation of costs of shared services (including legal, finance, sales and marketing and corporate office expenses) of THI. These costs are allocated to the Company on a basis that is considered by management to reflect most fairly or reasonably the utilization of services provided to or for the benefit obtained by the Company, such as the percentage of revenues or actual utilization. However, the financial information included herein does not necessarily reflect what the financial position or results of operations would have been had the Company operated as a stand-alone entity during the periods covered, and may not be indicative of future results of operations or financial position. For the year ended December 28, 2002 and five months ended May 31, 2003 and 2002, such allocated costs amounted to $211,000, $0 (unaudited) and $147,000 (unaudited), respectively.

subsidiary of privately held Technisource, Inc., is a reseller of software and hardware products for IT infrastructure requirements and provides professional services related to systems integration.

On July 23,2002, Technisource Inc. and subsidiaries was acquired by Intellimark Inc., a privately held company for $40 million in cash.

2002

Furniture and fixtures $ 69

Computer equipment 80

Office equipment 13

$162

Less accumulated depreciation 117

Property and equipment $ 45

On May 30, 2003, CSP, Inc., together with its wholly owned subsidiary, MODCOMP, Inc. purchased certain assets of the Technisource Hardware, Inc. The purchase price of $2.7 million was paid in cash to Intellimark, Inc. Subsequent to the acquisition, the Company was re-named and now operates as "MODCOMP Systems & Solutions", a division of MODCOMP, Inc.

Prior to its acquisition, Technisource Hardware (the "Company") was a division of Technisource Hardware, Inc. ("THI"). THI is a division of Technisource, Inc. ("TI"). The Company is a Ft. Lauderdale, Florida-based reseller of software and hardware products for IT infrastructure requirements that also provides professional services related to systems integration. The accompanying financial statements are derived from the historical books and records of THI and present the statement of selected assets and liabilities and revenue and expense applicable to the Company's operations of THI. On July 23, 2002, TI was acquired by Intellimark, Inc., a privately held company for $40 million in cash .As set forth in Note (1) to the financial statements, the Technisource Hardware Inc. (describe the "acquisition").

The pro forma unaudited financial statements of the Company have been prepared by management in accordance with generally accepted accounting principles for interim financial information. Accordingly, they do not include all information and footnotes required by generally accepted accounting principles for complete financial statements. In the opinion of management, all adjustments and allocations, consisting of normal recurring adjustments, considered necessary for a fair presentation have been included.

The statements of selected assets and liabilities have been prepared using the historical basis of accounting and include all of the assets related to the U.S. Operations of the Company, as specifically identified in the Asset Purchase Agreement dated May 30, 2003. The Company's selected assets acquired consist primarily of accounts receivable, inventory, property and equipment, accounts payable and related accrued expenses that are directly related to its operating activities. The Company's statements of selected assets and liabilities do not include any assets and liabilities of THI which were not specifically identifiable with the Company's operations.

The statements of revenue and expenses includes all revenue and expenses attributable to the U.S. Operations of the Company, including a corporate allocation of costs of shared services (including legal, finance, sales and marketing and corporate office expenses) of THI. These costs are allocated to the Company on a basis that is considered by management to reflect most fairly or reasonably the utilization of services provided to or for the benefit obtained by the Company, such as the percentage of revenues or actual utilization. However, the financial information included herein does not necessarily reflect what the financial position or results of operations would have been had the Company operated as a stand-alone entity during the periods covered, and may not be indicative of future results of operations or financial position.. The acquisition will be accounted for as a purchase; accordingly the tangible and intangible assets will be recorded at their fair value with the residual of the purchase price recorded as goodwill.

The pro forma condensed financial statements may not be indicative of the actual results of acquisition. The accompanying condensed combined pro forma financial information should be read in connection with the historical financial statements of CSP, Inc.

The pro forma adjustments represent the management expenses for the services provided by Intellimark Inc. which were not reflected on the statement for the five month period ended May 29, 2003. The management fee was based on management estimate of what the comparable fee was in the prior period.

The tax expense was adjusted to reflect the additional expense.