4//SEC Filing
POCH GERALD A 4
Accession 0001071955-05-000098
CIK 0000906282other
Filed
Jun 29, 8:00 PM ET
Accepted
Jun 30, 6:38 PM ET
Size
15.1 KB
Accession
0001071955-05-000098
Insider Transaction Report
Form 4
Transactions
- Purchase
Series A-4 Convertible Preferred Stock
2005-06-29$3.25/sh+1,061,538$3,449,999→ 1,061,538 total(indirect: Investment Advisor)Exercise: $3.25From: 2005-06-29→ Common Stock (1,061,538 underlying) - Purchase
Common Stock Warrants (right to buy)
2005-06-29+212,308→ 212,308 total(indirect: Investment Advisor)Exercise: $4.06From: 2005-06-29Exp: 2009-06-29→ Common Stock (212,308 underlying)
POCH GERALD A
Director
Transactions
- Purchase
Common Stock Warrants (right to buy)
2005-06-29+212,308→ 212,308 total(indirect: Investment Advisor)Exercise: $4.06From: 2005-06-29Exp: 2009-06-29→ Common Stock (212,308 underlying) - Purchase
Series A-4 Convertible Preferred Stock
2005-06-29$3.25/sh+1,061,538$3,449,999→ 1,061,538 total(indirect: Investment Advisor)Exercise: $3.25From: 2005-06-29→ Common Stock (1,061,538 underlying)
HEITZMANN RICHARD R
Director
Transactions
- Purchase
Series A-4 Convertible Preferred Stock
2005-06-29$3.25/sh+1,061,538$3,449,999→ 1,061,538 total(indirect: Investment Advisor)Exercise: $3.25From: 2005-06-29→ Common Stock (1,061,538 underlying) - Purchase
Common Stock Warrants (right to buy)
2005-06-29+212,308→ 212,308 total(indirect: Investment Advisor)Exercise: $4.06From: 2005-06-29Exp: 2009-06-29→ Common Stock (212,308 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]The Series A-4 Preferred Stock (the "Series A Preferred") will be convertible into 1,061,538 shares of 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 (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 for stock splits, stock dividends and similar events.
- [F4]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, 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).
- [F5]Notwithstanding the preceding paragraph, the Warrants are exercisable at any time prior to June 29, 2009, at an exercise price of $4.06 per share of Common Stock. As of June 29, 2005, the Warrants would be exercisable to purchase an additional 212,308 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 typeother
Related Parties
1- filerCIK 0001144383
Filing Metadata
- Form type
- 4
- Filed
- Jun 29, 8:00 PM ET
- Accepted
- Jun 30, 6:38 PM ET
- Size
- 15.1 KB