-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, U6l6WWni4FvTAgKkdgN9foLENL6wJO7ZYR9TPGlJqfEJIqDNWNg7zoBtnejJHdgr JbmGpxVbtLM2U+ET/ueZcQ== 0001005477-07-002300.txt : 20070402 0001005477-07-002300.hdr.sgml : 20070402 20070402211108 ACCESSION NUMBER: 0001005477-07-002300 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070329 FILED AS OF DATE: 20070402 DATE AS OF CHANGE: 20070402 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MTM Technologies, Inc. CENTRAL INDEX KEY: 0000906282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133354896 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 1200 HIGH RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 203-975-3700 MAIL ADDRESS: STREET 1: 1200 HIGH RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: MICROS TO MAINFRAMES INC DATE OF NAME CHANGE: 19930527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: POCH GERALD A CENTRAL INDEX KEY: 0001144383 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07741388 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC CENTRAL INDEX KEY: 0001071955 FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07741389 BUSINESS ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 BUSINESS PHONE: 2034292200 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 FORMER NAME: FORMER CONFORMED NAME: PEQUOT CAPITAL MANAGEMENT INC/CT/ DATE OF NAME CHANGE: 19981118 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: HEITZMANN RICHARD R CENTRAL INDEX KEY: 0001239301 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07741390 BUSINESS ADDRESS: STREET 1: 1127 S. SPAULDING AVE. CITY: LOS ANGELES STATE: CA ZIP: 90019 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 4 1 edgar123.xml FORM 4 X0202 4 2007-03-29 0 0000906282 MTM Technologies, Inc. MTMC 0001071955 PEQUOT CAPITAL MANAGEMENT INC 500 NYALA FARM ROAD WESTPORT CT 06880 0 0 0 1 See Footnote 1 0001144383 POCH GERALD A 500 NYALA FARM ROAD WESTPORT CT 06880 1 0 0 0 0001239301 HEITZMANN RICHARD R 500 NYALA FARM ROAD WESTPORT CT 06880 1 0 0 0 Series A-6 Convertible Preferred Stock 1.485 2007-03-29 4 P 0 1502676 1.485 A 2007-03-29 Common Stock 1502676 1502676 I Investment Advisor Common Stock Warrants (right to buy) 1.63 2007-03-29 4 P 0 453733 1.63 A 2007-03-29 2011-03-29 Common Stock 453733 453733 I Investment Advisor Option (Right to buy Preferred Stock) 1.485 2007-03-29 4 J 0 673401 1.485 A 2007-03-29 2007-04-10 Common Stock 673401 673401 I Investment Advisor Option (Right to buy Warrants for Common Stock) 1.63 2007-03-29 4 J 0 202020 1.63 A 2007-03-29 2007-04-10 Common Stock 202020 202020 I Investment Advisor Pequot Capital Management, Inc. ("Pequot") is an investment advisor registered under Section 203 of the Investment Advisers Act of 1940 and has voting and investment power with respect to securities in its clients' accounts. Pequot disclaims any obligation to file this report, and this report shall not be deemed an admission that Pequot is subject to Section 16 with respect to the Issuer of such securities. Gerald A. Poch and Richard R. Heitzmann are employees of Pequot and each serves on the Board of Directors of the Issuer and each disclaim beneficial ownership of these securities except to the extent of their pecuniary interest. Pequot disclaims beneficial ownership of these securities, and this report shall not be deemed an admission that Pequot is, for the purposes of Section 16 of the Exchange Act or otherwise, the beneficial owner of such securities. The Series A-6 Preferred Stock, $0.001 par value per share (the Series A-6 Preferred Stock) is convertible into shares of Common Stock of the Issuer, $0.001 par value per share (the Common Stock) at any time at the election of the individual holders. The Series A-6 Preferred Stock will automatically convert into Common Stock if at any time following the 18 months after the issuance of the Series A-6 Preferred Stock, the volume weighted average closing price of the Common Stock for the immediately preceding 60 consecutive trading days exceeds four times the applicable Series A-6 Preferred Stock conversion price then in effect. The Series A-6 Preferred Stock will then convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-6 Preferred Stock, subject to adjustments for common dilutive equity issuances for stock splits, stock dividends and similar events. There will be no automatic conversion of the Series A-6 Preferred Stock unless at the time of such proposed conversion, the Issuer shall have on file with the SEC an effective registration statement with respect to the shares of Common Stock issued or issuable to the holders (A) on conversion of the Series A Preferred Stock of the Issuer, $0.001 par value (the Series A Preferred Stock) then issued or issuable to such holders, (B) on exercise of all of the warrants to purchase Common Stock pursuant to the Purchase Agreement dated as of January 29, 2004 between the Issuer and the purchaser named therein, And (C) on exercise of all warrants to purchase Common Stock pursuant to that certain purchase agreement dated on or about the date of the Issuer's Restated Certificate of Incorporation, between the Issuer and the purchasers named therein, as may be amended, supplemented or restated from time to time, and such shares of Common Stock have been listed on the Nasdaq Stock Market (or other national exchange or national over-the-counter bulletin board approved by the holders of a majority of the then outstanding shares of Series A Preferred Stock. The Warrants are exercisable at any time prior to 5:00PM on March 29, 2011, at an exercise price of $1.63 per share of Common Stock. As of March 29, 2007, the warrants would be exercisable into 453,733 shares of Common Stock. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends and similar events. Cashless exercise is permitted. Subject to the terms and conditions of the Amended and Restated Purchase Agreement dated March 29, 2007 (a) Pequot and (b) Constellation Venture Capital II, L.P., Constellation Venture Capital Offshore II, L.P., The BSC Employee Fund VI, L.P. and CVC II Partners, LLC (together, the "Constellation Purchasers") and all together, the "Purchasers", have the right, on or prior to April 10, 2007, to purchase, additional shares of Series A-6 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as the Series A-6 Preferred Stock and Warrants described herein (the "Additional Series A-6 Purchased Shares and Additional Warrants"). Pequot may acquire up to $1,000,000 Additional Series A-6 Purchased Shares and Additional Warrants. The Constellation Purchasers may acquire up to $1,000,000 Additional Series A-6 Purchased Shares and Additional Warrants. If either Pequot or the Constellation Purchasers do not purchase all of the Additional Series A-6 Purchased Shares and Additional Warrants that they are entitled to purchase, the other Purchasers may purchase such Additional Series A-6 Purchased Shares and Additional Warrants in such amounts as such Purchasers may agree representing up to an additional 673,401 shares of Additional Series A-6 Purchased Shares and up to 202,020 attributed to Additional Warrants to purchase common stock. Aryeh Davis, GC & Secretary, Pequot Capital Management, Inc. 2007-04-02 Gerald A. Poch, Director (1) 2007-04-02 Richard R. Heitzmann, Director (1) 2007-04-02 -----END PRIVACY-ENHANCED MESSAGE-----