| FORM 4 |
UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934 or Section 30(h) of the Investment Company Act of 1940 |
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| Check this box if no longer subject to Section 16. Form 4 or Form 5 obligations may continue. See Instruction 1(b). | |||||||||||||||||
1. Name and Address of Reporting Person*
(Street)
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2. Issuer Name and Ticker or Trading Symbol
MTM Technologies, Inc. [ MTMC ] |
5. Relationship of Reporting Person(s) to Issuer
(Check all applicable)
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3. Date of Earliest Transaction
(Month/Day/Year) 07/07/2005 | ||||||||||||||||||||||||||
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4. If Amendment, Date of Original Filed
(Month/Day/Year) |
6. Individual or Joint/Group Filing (Check Applicable Line)
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| Table I - Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned | ||||||||||
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| 1. Title of Security (Instr. 3) | 2. Transaction Date (Month/Day/Year) | 2A. Deemed Execution Date, if any (Month/Day/Year) | 3. Transaction Code (Instr. 8) | 4. Securities Acquired (A) or Disposed Of (D) (Instr. 3, 4 and 5) | 5. Amount of Securities Beneficially Owned Following Reported Transaction(s) (Instr. 3 and 4) | 6. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 7. Nature of Indirect Beneficial Ownership (Instr. 4) | |||
| Code | V | Amount | (A) or (D) | Price | ||||||
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Table II - Derivative Securities Acquired, Disposed of, or Beneficially Owned (e.g., puts, calls, warrants, options, convertible securities) | |||||||||||||||
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| 1. Title of Derivative Security (Instr. 3) | 2. Conversion or Exercise Price of Derivative Security | 3. Transaction Date (Month/Day/Year) | 3A. Deemed Execution Date, if any (Month/Day/Year) | 4. Transaction Code (Instr. 8) | 5. Number of Derivative Securities Acquired (A) or Disposed of (D) (Instr. 3, 4 and 5) | 6. Date Exercisable and Expiration Date (Month/Day/Year) | 7. Title and Amount of Securities Underlying Derivative Security (Instr. 3 and 4) | 8. Price of Derivative Security (Instr. 5) | 9. Number of derivative Securities Beneficially Owned Following Reported Transaction(s) (Instr. 4) | 10. Ownership Form: Direct (D) or Indirect (I) (Instr. 4) | 11. Nature of Indirect Beneficial Ownership (Instr. 4) | ||||
| Code | V | (A) | (D) | Date Exercisable | Expiration Date | Title | Amount or Number of Shares | ||||||||
| Series A-4 Convertible Preferred Stock | $3.25(3)(4) | 07/07/2005 | P | 630,769(2)(3)(4) | 07/07/2005(3)(4) | (3)(4) | Common Stock | 630,769(2)(3)(4) | $3.25(3)(4) | 5,100,684(2)(3)(4) | I(2) | Investment Advisor(1) | |||
| Common Stock Warrants (right to buy) | $4.06(5) | 07/07/2005 | P | 126,153(2)(5) | 07/07/2005(5) | 07/07/2009(5) | Common Stock | 126,153(2)(5) | (5) | 126,153(2)(5) | I(2) | Investment Advisor(1) | |||
1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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1. Name and Address of Reporting Person*
(Street)
Relationship of Reporting Person(s) to Issuer
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| Explanation of Responses: |
| 1. 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. |
| 2. 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. |
| 3. The Series A-4 Preferred Stock (the "Series A Preferred") will be convertible into shares of 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. |
| 4. 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). |
| 5. Notwithstanding the preceding paragraph, the Warrants are exercisable at any time prior to July 7, 2009, at an exercise price of $4.06 per share of Common Stock. As of July 7, 2005, the Warrants would be exercisable to purchase an additional 126,153 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 & COO | 07/11/2005 | |
| Gerald A. Poch, Director (1) | 07/11/2005 | |
| Richard R. Heitzmann, Director (1) | 07/11/2005 | |
| ** Signature of Reporting Person | Date | |
| Reminder: Report on a separate line for each class of securities beneficially owned directly or indirectly. | ||
| * If the form is filed by more than one reporting person, see Instruction 4 (b)(v). | ||
| ** Intentional misstatements or omissions of facts constitute Federal Criminal Violations See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a). | ||
| Note: File three copies of this Form, one of which must be manually signed. If space is insufficient, see Instruction 6 for procedure. | ||
| Persons who respond to the collection of information contained in this form are not required to respond unless the form displays a currently valid OMB Number. | ||