4//SEC Filing
POCH GERALD A 4
Accession 0001071955-05-000097
CIK 0000906282other
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 6:37 PM ET
Size
15.1 KB
Accession
0001071955-05-000097
Insider Transaction Report
Form 4
Transactions
- Conversion
7% Convertible Notes
2005-06-23$3.25/sh−3,408,377$11,077,225→ 0 total(indirect: Investment Advisor)Exercise: $3.25→ Series A-4 Convertible Preferred Stock (3,408,377 underlying) - Conversion
Series A-4 Convertible Preferred Stock
2005-06-23$3.25/sh+3,408,377$11,077,225→ 3,408,377 total(indirect: Investment Advisor)Exercise: $3.25From: 2005-06-23→ Common Stock (3,408,377 underlying)
HEITZMANN RICHARD R
Director
Transactions
- Conversion
7% Convertible Notes
2005-06-23$3.25/sh−3,408,377$11,077,225→ 0 total(indirect: Investment Advisor)Exercise: $3.25→ Series A-4 Convertible Preferred Stock (3,408,377 underlying) - Conversion
Series A-4 Convertible Preferred Stock
2005-06-23$3.25/sh+3,408,377$11,077,225→ 3,408,377 total(indirect: Investment Advisor)Exercise: $3.25From: 2005-06-23→ Common Stock (3,408,377 underlying)
POCH GERALD A
Director
Transactions
- Conversion
Series A-4 Convertible Preferred Stock
2005-06-23$3.25/sh+3,408,377$11,077,225→ 3,408,377 total(indirect: Investment Advisor)Exercise: $3.25From: 2005-06-23→ Common Stock (3,408,377 underlying) - Conversion
7% Convertible Notes
2005-06-23$3.25/sh−3,408,377$11,077,225→ 0 total(indirect: Investment Advisor)Exercise: $3.25→ Series A-4 Convertible Preferred Stock (3,408,377 underlying)
Footnotes (5)
- [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 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.
- [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]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.
- [F4]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.
- [F5]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).
Documents
Issuer
MTM Technologies, Inc.
CIK 0000906282
Entity typeother
Related Parties
1- filerCIK 0001144383
Filing Metadata
- Form type
- 4
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 6:37 PM ET
- Size
- 15.1 KB