-----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, JcKZQ4LZzx4EsaqQtIfGZ83I+7VNYZK5eyazykbA3ORg5pXJKJemLxEGT3Ckl1zZ X3t8LvPJoySxrdbqi4iRXQ== 0001071955-05-000097.txt : 20050630 0001071955-05-000097.hdr.sgml : 20050630 20050630183708 ACCESSION NUMBER: 0001071955-05-000097 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050623 FILED AS OF DATE: 20050630 DATE AS OF CHANGE: 20050630 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: 05929875 MAIL ADDRESS: STREET 1: 500 NYALA FARM ROAD CITY: WESTPORT STATE: CT ZIP: 06880 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: 05929877 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 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: 850 CANAL STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039753700 MAIL ADDRESS: STREET 1: 850 CANAL STREET CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: MICROS TO MAINFRAMES INC DATE OF NAME CHANGE: 19930527 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: 05929876 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 4 1 mtmc4_06232005ex.xml X0202 4 2005-06-23 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 7% Convertible Notes 3.25 2005-06-23 4 C 0 3408377 3.25 D Series A-4 Convertible Preferred Stock 3408377 0 I Investment Advisor Series A-4 Convertible Preferred Stock 3.25 2005-06-23 4 C 0 3408377 3.25 A 2005-06-23 Common Stock 3408377 3408377 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 serve on the Board of Directors of the Issuer and each disclaim beneficial ownership of these securities except to the extent of their respective 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. As previously filed, the 7% Convertible Secured Notes (the "Notes") purchased on December 9, 2004 and March 11, 2005 for an aggregate cost of $11,077,225 (including accrued interest) were convertible on the date of the shareholders' approval, into shares of Series A-4 Convertible Preferred stock of the issuer ("Series A Preferred"). Shareholder approval occurred on June 23, 2005. The outstanding principal and accrued interest on the Notes were automatically converted into 3,408,377 shares of Series A Preferred stock on June 23, 2005. The Series A Preferred stock will be convertible into 3,408,377 shares of the issuer's Common Stock (the "Common Stock) at any time at the election of the individual holders. The Series A Preferred stock will automatically convert into Common Stock, $.001 par value of the issuer, if at any time following the 18 months after the issuance of the Series A Preferred stock, the weighted average closing price of the Common Stock for the immediately preceding 60 consecutive trading days exceeds four times the weighted average of the applicable Series A Preferred stock conversion price then in effect. The Series A Preferred stock will convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A Preferred stock and subject to adjustments for common dilutive equity issuances for stock splits, stock dividends and similar events. Notwithstanding the preceding paragraph, there will be no automatic conversion of the Series A Preferred stock unless at the time of such proposed conversion, the issue 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 then issued or issuable to such holders (B) on exercise of all of the warrants to purchase Common Stock pursuant to the Purchase Agreement, and (C ) on exercise of all the warrants to purchase Common Stock, and such shares of Common Stock have been listed on the Nasdaq Stock market (or other national stock exchange or national over-the-counter bulletin board approved by the holders of a majority of the then outstanding shares of Series A Preferred). Aryeh Davis, General Counsel & COO 2005-06-30 Gerald A. Poch, Director (1) 2005-06-30 Richard R. Heitzmann, Director (1) 2005-06-30 -----END PRIVACY-ENHANCED MESSAGE-----