Unassociated Document

0001193805-10-001769.txt : 20100621 0001193805-10-001769.hdr.sgml : 20100621 20100621133824 ACCESSION NUMBER: 0001193805-10-001769 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20100621 DATE AS OF CHANGE: 20100621 GROUP MEMBERS: PAUL MENDEZ SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: SYNERGX SYSTEMS INC CENTRAL INDEX KEY: 0000823130 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 112941299 STATE OF INCORPORATION: DE FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40751 FILM NUMBER: 10907660 BUSINESS ADDRESS: STREET 1: 209 LAFAYETTE DR CITY: SYOSSET STATE: NY ZIP: 11791 BUSINESS PHONE: 5164334700 MAIL ADDRESS: STREET 1: 209 LAFAYETTE DR CITY: SYOSSET STATE: NY ZIP: 11791 FORMER COMPANY: FORMER CONFORMED NAME: FIRETECTOR INC DATE OF NAME CHANGE: 19920703 FORMER COMPANY: FORMER CONFORMED NAME: FIRETEK INC DATE OF NAME CHANGE: 19880804 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FIRECOM INC CENTRAL INDEX KEY: 0000732248 STANDARD INDUSTRIAL CLASSIFICATION: COMMUNICATIONS EQUIPMENT, NEC [3669] IRS NUMBER: 132934531 STATE OF INCORPORATION: NY FISCAL YEAR END: 0430 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 39 27 59TH ST CITY: WOODSIDE STATE: NY ZIP: 11377 BUSINESS PHONE: 7188996100 MAIL ADDRESS: STREET 1: 39 27 59TH STREET CITY: WOODSIDE STATE: NY ZIP: 11377 SC 13D/A 1 e607191_sc13da-synergx.htm Unassociated Document

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 8)

Synergx Systems, Inc.

(Name of Issuer)

Common Stock, par value $0.001 per share

(Title of Class of Securities)

87160C106

(CUSIP Number)

Mr. Jeffrey Cohen

Vice President, Finance

Firecom, Inc.

39-27 59th Street

Woodside, New York 11377

(718) 899-6100

Copies to:

Bruce A. Rich, Esq.

Carter Ledyard & Milburn LLP

2 Wall Street, New York, New York 10005

(212) 732-3200

(Name, Address and Telephone Number of Person Authorized

to Receive Notices and Communications)

June 15, 2010

(Date of Event which Requires Filing of this Statement)

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the following box o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See § 240.13d-7 for other parties to whom copies are to be sent.

*The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.

The information required on the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

CUSIP No. 87160C106

1	NAME OF REPORTING PERSON: Firecom, Inc.
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS: WC
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: New York, United States
Number of Shares Beneficially Owned By Each Reporting Person With	7	SOLE VOTING POWER: 2,068,012 Ordinary Shares
	8	SHARED VOTING POWER: -0- Ordinary Shares
	9	SOLE DISPOSITIVE POWER: 2,068,012 Ordinary Shares
	10	SHARED DISPOSITIVE POWER: -0- Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,068,012 Ordinary Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.69%*
14	TYPE OF REPORTING PERSON: CO

*	Based on 5,210,950 shares of Common Stock of the Issuer outstanding as of May 14, 2010, as reported in the Issuer’s Form 10-Q for the fiscal quarter ended March 31, 2010.

CUSIP No. 87160C106

1	NAME OF REPORTING PERSON: Paul Mendez
2	CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP:		(a) o (b) x
3	SEC USE ONLY
4	SOURCE OF FUNDS: AF
5	CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e):		¨
6	CITIZENSHIP OR PLACE OF ORGANIZATION: New York, United States
Number of Shares Beneficially Owned By Each Reporting Person With	7	SOLE VOTING POWER: -0- Ordinary Shares
	8	SHARED VOTING POWER: 2,068,012 Ordinary Shares
	9	SOLE DISPOSITIVE POWER: -0- Ordinary Shares
	10	SHARED DISPOSITIVE POWER: 2,068,012 Ordinary Shares
11	AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,068,012 Ordinary Shares
12	CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES		¨
13	PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.69%*
14	TYPE OF REPORTING PERSON: IN

*	Based on 5,210,950 shares of Common Stock of the Issuer outstanding as of May 14, 2010, as reported in the Issuer’s Form 10-Q for the fiscal quarter ended March 31, 2010.

Item 1. Security and Issuer

This Amendment No. 8 is filed by Firecom, Inc., a New York corporation (“Firecom”), and Paul Mendez (“Mr. Mendez” and, together with Firecom, the “Reporting Persons”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items 4 and 6 of the initial Statement on Schedule 13D filed by the Reporting Persons on April 25, 2006, and Amendment No. 1 filed on May 10, 2006, Amendment No. 2 filed on January 25, 2007, Amendment No. 3 filed on June 11, 2008, Amendment No. 4 filed on February 4, 2009, Amendment No. 5 filed on January 14, 2010, Amendment No. 6 filed on January 25, 2010 and Amendment No. 7 filed on March 22, 2010 (the initial Schedule 13D and together with the Amendments, the “Statement”).

The Statement relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Synergx Systems Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 209 Lafayette Drive, Syosset, New York 11791. The telephone number of the Issuer is (516) 433-4700.

Item 4. Purpose of Transaction.

ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:

On June 15, 2010, Firecom and FCI Merger Corp., a Delaware corporation and wholly-owned subsidiary of the Issuer (the “Merger Sub”), together with the Issuer entered into a Consent and Waiver consenting that the Termination Date of their Agreement and Plan of Merger, dated as of January 22, 2010, and as amended by Amendment No. 1, dated as of March 19, 2010 (collectively, the “Merger Agreement”), should be changed to July 30, 2010, and waiving any right each party may have had to terminate the Merger Agreement by it not being consummated by June 30, 2010, and otherwise providing that the Merger Agreement shall remain in full force and effect.

The foregoing description of the Consent and Waiver and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Amendment, which is included as Exhibit A hereto and is incorporated by reference to this Item 4.

This Statement on Schedule 13D does not constitute the solicitation of an offer to buy any securities or a solicitation of any vote, proxy or approval. The Issuer is required to file with the SEC, and mail to stockholders of the Issuer, a proxy statement and other related documents with respect to the special meeting to vote upon the merger as contemplated in the Merger Agreement. The proxy statement and such other related documents that are filed with the SEC should be read carefully and in their entirety when they become available because they will contain important information. Those documents will be sent to persons who are holders of record of the Common Stock as of the record date for the special meeting and will be available through the EDGAR website maintained by the SEC at http://www.sec.gov.

Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer

On June 15, 2010, the Issuer, Firecom and the Merger Sub entered into the Consent and Waiver.

Item 7. Material to be Filed as Exhibits.

Exhibit A: Consent and Waiver, dated June 15, 2010, among Synergx Systems, Inc., Firecom, Inc. and FCI Merger Corp.

SIGNATURES

After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

Date: June 18, 2010

	Firecom, Inc.

	/s/ Jeffrey Cohen
	By:	Jeffrey Cohen
	Title:	Vice President, Finance

	/s/ Paul Mendez
	Paul Mendez

EX-99.A 2 e607191_ex99-a.htm Unassociated Document

EXHIBIT A

CONSENT AND WAIVER

FIRECOM, INC., a New York corporation, FCI MERGER CORP., a Delaware corporation, and SYNERGX SYSTEMS INC., a Delaware corporation, being all the parties to an Agreement and Plan of Merger, dated as of January 22, 2010, and as amended by Amendment No. 1 to Agreement and Plan of Merger, dated as of March 19, 2010 (collectively, the “Merger Agreement”), HEREBY CONSENT AND WAIVE as to the following:

1. The Outside Date, as specified in Section 9.01(b)(i) of the Merger Agreement, shall be July 30, 2010 for all purposes of the Merger Agreement.

2. Each of the parties waives any right it may have had to terminate the Merger Agreement if the Merger (as defined in the Merger Agreement) shall not have been consummated on or before June 30, 2010.

3. Except as expressly amended by this Amendment, the provisions of the Merger Agreement shall remain in full force and effect.

4. This Consent and Waiver may be executed in one or more counterparts, each of which shall be deemed an original, and all of which shall constitute a single instrument.

IN WITNESS WHEREOF, the undersigned have caused this Consent and Waiver to be executed and delivered by its respective officers hereunto duly authorized on the 15th day of June, 2010.

	FIRECOM, INC.

	By:	/s/ Jeffrey Cohen
	Name:	Jeffrey Cohen
	Title:	Vice President, Finance

	FIC MERGER CORP.

	By:	/s/ Jeffrey Cohen
	Name:	Jeffrey Cohen
	Title:	Vice President

	SYNERGX SYSTEMS INC.

	By:	/s/ John Poserina
	Name:	John Poserina
	Title:	Vice President and CFO