SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

FORM 8-K

CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934

Date of Report (Date of earliest event reported): ~~October~~ January 25, ~~2001~~2002

ECOMETRY CORPORATION

(Exact Name of Registrant as Specified in its Charter)


Florida	0-25297	65-0090038

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

1615 South Congress Avenue, Delray Beach, Florida ~~(Address of Principal Executive Offices)~~ 33445-6368 ~~(Zip Code)~~

(Address of Principal Executive Offices) (Zip Code)

Registrant’s telephone number, including area code: (561) 265-2700

Not Applicable

(Former Name or Former Address; if Changed Since Last Report)

~~Item~~ ITEM 5. ~~Other~~OTHER ~~Events~~EVENTS.

On ~~October~~January 25, ~~2001~~2002, Ecometry Corporation, a Florida corporation (the “Company”), SGCitrus Merger Corp., a Florida corporation (“SGAcquisition ~~Merger~~Sub”), Syngistix, ~~and~~Inc., ~~with respect~~a toDelaware ~~Section 5.2~~corporation (c“Parent”) ~~only~~, ~~Wilburn~~and W.for ~~Smith~~limited ~~and~~purposes only, ~~Allan~~Core J.Technology ~~Gardner~~Fund IV, LLC, entered into an Agreement and Plan of Merger (the “Syngistix Merger Agreement”) pursuant to which SG ~~Merger~~Acquisition Sub will be merged with and into the Company, with the Company as the surviving corporation (the “Merger”). SG Merger is a newly formed company organized by Wilburn W. Smith, the Company’s Chairman and Executive Vice President – Sales, and Allan J. Gardner, a director of the Company and its Chief Technology Officer. Pursuant to the terms and subject to the conditions of the Syngistix Merger Agreement, each share of common stock, $0.01 par value per share, of the Company (“Common Stock”) outstanding at the effective time of the ~~Merger~~ Merger (other than shares held by SGthe ~~Merger~~Company, ~~and~~its ~~Messrs. Smith~~Subsidiary, ~~and~~Parent ~~Gardner~~or Acquisition Sub) will be converted into the right to receive $2.7090 in cash. The transaction is subject to a number of conditions, including approval of the Merger by holders of a majority of the ~~common~~outstanding ~~stock~~Company Common Stock and the consummation of the ~~Company~~financing ~~not~~arrangements ~~held~~with byCore SGTechnology ~~Merger~~Fund ~~and~~IV, ~~Messrs. Smith~~LLC and The ~~Gardner~~Roser Partnership III, ~~and~~SBIC ~~other~~LP ~~customary~~for ~~conditions.~~$10 million ~~The~~(the ~~merger~~commitment ~~will~~for bewhich ~~financed~~has ~~from~~been ~~the~~obtained), ~~Company’s~~and ~~cash~~other oncustomary ~~hand~~conditions.

~~The~~In ~~preceding~~order isto ~~qualified~~induce inParent ~~its~~to ~~entirety~~make byan ~~reference~~offer to acquire the ~~Merger~~Company, SG ~~Agreement~~Merger Corp., a ~~copy~~Florida ofcorporation ~~which~~(“SG”), isthe ~~attached~~Company, ~~hereto~~Wilburn W. Smith and Allan J. Gardner entered into an Amendment and Waiver to Agreement and Plan of Merger dated as ~~Exhibit~~of January 225, 2002 (the “Amendment”).1 The Amendment amends the Agreement and Plan of Merger dated as of October 25, 2001 (the “SG Merger Agreement”) by and ~~which~~among isthe Company, SG, and with respect to Section 5.2(c) ~~incorporated~~only, ~~herein~~Wilburn bySmith ~~reference~~and Allan J. InGardner. ~~addition~~The Amendment provides, among other items, that the Company’s entering into the Syngistix Merger Agreement shall not constitute a ~~copy~~breach of the ~~press~~SG ~~release~~Merger Agreement and shall not give SG the right ~~announcing~~to terminate the SG Merger Agreement or to collect the termination fee provided for in the SG Merger Agreement until consummation of the Syngistix merger. However, isthe ~~attached~~Company ~~hereto~~shall aspay ~~Exhibit~~to 99SG its reasonably documented fees and expenses incurred through January 25, 2002 in connection with the SG Merger Agreement.1 Any such fees and isexpenses ~~incorporated~~shall be deducted from any termination fee payable to ~~herein~~SG byupon ~~reference~~consummation of the Syngistix merger.

~~Item 7~~ The Amendment further provides that the SG Merger Agreement will terminate immediately prior to the consummation by the Company of a merger with Syngistix and any portion of the termination fee not previously paid to SG as described above shall become due and payable immediately thereafter. ~~Financial~~If, however, ~~Statements~~the Syngistix Merger Agreement is terminated for any reason other than the closing of the transactions contemplated by the Syngistix Merger Agreement, the ~~Pro~~SG ~~Forma~~Merger ~~Financial~~Agreement ~~Statements~~would remain in effect and ~~Exhibits~~SG would not be entitled to the remaining portion of the termination fee if the merger with SG was consummated. In addition, the Amendment amends the SG Merger Agreement by extending the date by which the merger with SG must be consummated from February 28, 2002 to July 31, 2002.

~~(a)~~ Pursuant ~~Financial~~to ~~Statements~~the Amendment, Messrs. Smith and Gardner have agreed that at any meeting of ~~Businesses~~stockholders ~~Acquired~~of the Company, or any solicitation of written consents, during the period from January 25, 2002 through May 31, 2002, they will vote in favor of, or consent to, the approval of the Syngistix Merger Agreement and the approval of the Merger, and in favor of each of the other actions contemplated by the Syngistix Merger Agreement. In addition, Messrs. Smith and Gardner have agreed to deliver an irrevocable proxy to Parent to vote such shares in favor of the approval of the Merger and the Syngistix Merger Agreement.

The preceding is qualified in its entirety by reference to the Syngistix Merger Agreement, and the Amendment, copies of which are attached hereto as Exhibits 2.1 and 2.2, respectively, and which are incorporated herein by reference. In addition, a copy of the press release announcing the Merger is attached hereto as Exhibit 99.1 and is incorporated herein by reference.

ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL STATEMENTS AND EXHIBITS.

(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED.

Not applicable

(b) PRO ~~Pro~~FORMA ~~Forma~~FINANCIAL ~~Financial Information~~INFORMATION.

Not applicable

2.1		Agreement and Plan of Merger, dated as of ~~October~~January 25, ~~2001~~2002, among SGEcometry Corporation, Citrus Merger Corp., ~~the~~Syngistix, ~~Company~~Inc. and ~~with~~for ~~respect~~purposes toof Section 57.26(cb)(i) only,: ~~Wilburn~~Core W.Technology ~~Smith~~Fund ~~and~~IV, ~~Allan J~~LLC. ~~Gardner.~~
99.1		Press Release of the Company issued on October 25, 2001.
2.2		Amendment and Waiver to Agreement and Plan of Merger, dated as of January 25, 2002, by and among SG Merger, Ecometry Corporation, Wilburn W. Smith and Allan J. Gardner.
99.1		Press Release of Ecometry Corporation issued on January 28, 2002.

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

		ECOMETRY CORPORATION
Date: February 1, 2002		ECOMETRY CORPORATION
Date: October 26, 2001		By: /s/ Martin K. Weinbaum
		By: /s/ MARTIN K. WEINBAUM
		Martin K. Weinbaum
		Martin K. Weinbaum Vice President Finance and Chief Financial Officer
		Vice President Finance and Chief Financial Officer

Filing Compare · ECOMETRY CORP