4//SEC Filing
POCH GERALD A 4
Accession 0001181431-04-058720
CIK 0000906282other
Filed
Dec 13, 7:00 PM ET
Accepted
Dec 14, 5:05 PM ET
Size
16.7 KB
Accession
0001181431-04-058720
Insider Transaction Report
Form 4
POCH GERALD A
Director
Transactions
- Award
7% Convertible Secured Notes
2004-12-10$3.25/sh+1,923,077$6,250,000→ 1,923,077 total(indirect: Investment Adviser)Exercise: $3.25From: 2004-12-10→ Series A-4 Convertible Preferred Stock (1,923,077 underlying) - Award
Common Stock Warrants (right to buy)
2004-12-10+384,616→ 384,616 total(indirect: Investment Adviser)Exercise: $4.06Exp: 2008-12-10→ Common Stock (384,616 underlying)
HEITZMANN RICHARD R
Director
Transactions
- Award
7% Convertible Secured Notes
2004-12-10$3.25/sh+1,923,077$6,250,000→ 1,923,077 total(indirect: Investment Adviser)Exercise: $3.25From: 2004-12-10→ Series A-4 Convertible Preferred Stock (1,923,077 underlying) - Award
Common Stock Warrants (right to buy)
2004-12-10+384,616→ 384,616 total(indirect: Investment Adviser)Exercise: $4.06Exp: 2008-12-10→ Common Stock (384,616 underlying)
Transactions
- Award
7% Convertible Secured Notes
2004-12-10$3.25/sh+1,923,077$6,250,000→ 1,923,077 total(indirect: Investment Adviser)Exercise: $3.25From: 2004-12-10→ Series A-4 Convertible Preferred Stock (1,923,077 underlying) - Award
Common Stock Warrants (right to buy)
2004-12-10+384,616→ 384,616 total(indirect: Investment Adviser)Exercise: $4.06Exp: 2008-12-10→ Common Stock (384,616 underlying)
Footnotes (6)
- [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 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 disclaim beneficial ownership of these securities except to the extent of their pecuniary interest. Amish Jani, an employee of Pequot resigned as a member of the Board of Directors as of December 10, 2004 and disclaims beneficial ownership of these securities.
- [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 7% Convertible Secured Notes (the "Notes") are convertible on the date of the shareholders' approval, into 1,933,077 shares of Series A-4 Convertible Preferred Stock of the issuer ("Series A Preferred") If the Notes have not already been converted into Series A Preferred Stock, they will be due and payable on demand, which may be given by 66-2/3% of the holders of the notes at any time following the later of the date that is (x) 150 days following the date of issuance or (y) if the SEC reviews the issuer's filings seeking shareholder approval, 180 days from the date of issuance. The interest accrued on each such payment due will be added to the principal of the Notes. The outstanding principal and accrued interest on the Notes will be automatically converted into Series A Preferred Stock on the date of the shareholders' approval.
- [F4]The Series A Preferred Stock will be convertible into 1,923,077 shares of Common Stock at any time at the election the individual holders. The Series A Preferred Stock will automatically convert into Common Stock, $0.001 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 and for stock splits, stock dividends and similar events.
- [F5]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 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 Stock).
- [F6]The Warrants are exerciseable at any time after the shareholders' approval and prior to December 10, 2008, at an exercise price of $4.06 per share of Common Stock. The number of warrants issuable is equal to 20% of the number of shares of Common Stock issued or issuable on conversion of Series A Preferred Stock issued or issuable on conversion of the outstanding principal and accrued interest on the Notes. As of December 10, 2004, the Warrants would be exerciseable to purchase 384,616 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
- Dec 13, 7:00 PM ET
- Accepted
- Dec 14, 5:05 PM ET
- Size
- 16.7 KB