-----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, NwSBZbvmKKMUnGSbHQCbc9+7wRwPejSXJHDH6olUCRos9Mka1oD8cvZx9j7i57Fs edeVe5sIFcCNzkL+SgCT/A== 0001181431-04-058720.txt : 20041214 0001181431-04-058720.hdr.sgml : 20041214 20041214170516 ACCESSION NUMBER: 0001181431-04-058720 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20041210 FILED AS OF DATE: 20041214 DATE AS OF CHANGE: 20041214 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: 041202293 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: 041202292 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: WHOLESALE-COMPUTER & PERIPHERAL EQUIPMENT & SOFTWARE [5045] 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: 041202294 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 rrd60546.xml X0202 4 2004-12-10 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 1 See Footnote 1 0001239301 HEITZMANN RICHARD R 500 NYALA FARM ROAD WESTPORT CT 06880 1 0 0 1 See Footnote 1 7% Convertible Secured Notes 3.25 2004-12-10 4 A 0 1923077 3.25 A 2004-12-10 Series A-4 Convertible Preferred Stock 1923077 1923077 I Investment Adviser Common Stock Warrants (right to buy) 4.06 2004-12-10 4 A 0 384616 0 A 2008-12-10 Common Stock 384616 384616 I Investment Adviser 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 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 disclaim beneficial ownership of these securities except to the extent of their pecuniary interest. Amish Jani, an employee of Pequot resigned as a member of the Board of Directors as of December 10, 2004 and disclaims beneficial ownership of these securities. 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 7% Convertible Secured Notes (the "Notes") are convertible on the date of the shareholders' approval, into 1,933,077 shares of Series A-4 Convertible Preferred Stock of the issuer ("Series A Preferred") If the Notes have not already been converted into Series A Preferred Stock, they will be due and payable on demand, which may be given by 66-2/3% of the holders of the notes at any time following the later of the date that is (x) 150 days following the date of issuance or (y) if the SEC reviews the issuer's filings seeking shareholder approval, 180 days from the date of issuance. The interest accrued on each such payment due will be added to the principal of the Notes. The outstanding principal and accrued interest on the Notes will be automatically converted into Series A Preferred Stock on the date of the shareholders' approval. The Series A Preferred Stock will be convertible into 1,923,077 shares of Common Stock at any time at the election the individual holders. The Series A Preferred Stock will automatically convert into Common Stock, $0.001 par value of the issuer (the "Common Stock"), 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 and for stock splits, stock dividends and similar events. There will be no automatic conversion of the Series A 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 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 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 Stock). The Warrants are exerciseable at any time after the shareholders' approval and prior to December 10, 2008, at an exercise price of $4.06 per share of Common Stock. The number of warrants issuable is equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A Preferred Stock issued or issuable on conversion of the outstanding principal and accrued interest on the Notes. As of December 10, 2004, the Warrants would be exerciseable to purchase 384,616 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. Aryeh Davis, General Counsel, Pequot Capital Management, Inc. 2004-12-10 Gerald A. Poch, Director (1) 2004-12-10 Richard R. Heitzmann, Director (1) 2004-12-10 -----END PRIVACY-ENHANCED MESSAGE-----