4//SEC Filing
MTM Technologies, Inc. 4
Accession 0001005477-07-003303
CIK 0000906282operating
Filed
May 28, 8:00 PM ET
Accepted
May 29, 3:36 PM ET
Size
16.6 KB
Accession
0001005477-07-003303
Insider Transaction Report
Form 4
HEITZMANN RICHARD R
Director
Transactions
- Purchase
Common Stock Warrants (right to buy)
2007-05-24$1.32/sh+1,125,939$1,485,001→ 1,125,939 total(indirect: Investment Advisor)Exercise: $1.32From: 2007-05-24Exp: 2011-05-24→ Common Stock (1,125,939 underlying) - Purchase
Series A-7 Preferred Stock
2007-05-24$1.20/sh+3,753,127$4,499,999→ 3,753,127 total(indirect: Investment Advisor)Exercise: $1.20From: 2007-05-24→ Common Stock (3,753,127 underlying)
Transactions
- Purchase
Common Stock Warrants (right to buy)
2007-05-24$1.32/sh+1,125,939$1,485,001→ 1,125,939 total(indirect: Investment Advisor)Exercise: $1.32From: 2007-05-24Exp: 2011-05-24→ Common Stock (1,125,939 underlying) - Purchase
Series A-7 Preferred Stock
2007-05-24$1.20/sh+3,753,127$4,499,999→ 3,753,127 total(indirect: Investment Advisor)Exercise: $1.20From: 2007-05-24→ Common Stock (3,753,127 underlying)
POCH GERALD A
Director
Transactions
- Purchase
Series A-7 Preferred Stock
2007-05-24$1.20/sh+3,753,127$4,499,999→ 3,753,127 total(indirect: Investment Advisor)Exercise: $1.20From: 2007-05-24→ Common Stock (3,753,127 underlying) - Purchase
Common Stock Warrants (right to buy)
2007-05-24$1.32/sh+1,125,939$1,485,001→ 1,125,939 total(indirect: Investment Advisor)Exercise: $1.32From: 2007-05-24Exp: 2011-05-24→ Common Stock (1,125,939 underlying)
Footnotes (7)
- [F1]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 of the Securities Exchange Act of 1934 (the "Exchange Act") 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 disclaims beneficial ownership of these securities except to the extent of their pecuniary interest.
- [F2]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.
- [F3]The Series A-7 Preferred Stock, $0.001 par value per share (the "Series A-7 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-7 Preferred Stock will automatically convert into Common Stock if at any time following the 18 months after the issuance of the Series A-7 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-7 Preferred Stock conversion price then in effect. The Series A-7 Preferred Stock will convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-7 Preferred Stock, subject to adjustments for common dilutive equity issuances for stock splits, stock dividends and similar events.
- [F4]There will be no automatic conversion of the Series A-7 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,
- [F5]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.
- [F6]If and whenever the Issuer shall issue or sell, or is deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Series A-7 Preferred Stock conversion price then in effect, then upon such issue or sale, the Series A-7 Preferred Stock conversion price shall be reduced to the price that is the purchase price of such Common Stock so issued or sold.
- [F7]The Warrants are exercisable at any time prior to 5:00PM on May 24, 2011, at an exercise price of $1.3189 per share of Common Stock. As of May 24, 2007, the warrants would be exercisable into 1,125,939 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.
Documents
Issuer
MTM Technologies, Inc.
CIK 0000906282
Entity typeoperating
IncorporatedNY
Related Parties
1- filerCIK 0000906282
Filing Metadata
- Form type
- 4
- Filed
- May 28, 8:00 PM ET
- Accepted
- May 29, 3:36 PM ET
- Size
- 16.6 KB