Introductory
Comment
Throughout this Current
Report on Form 8-K, the terms “we,” “us,” “our,” “Company,” and “MTM” refer to
MTM Technologies, Inc. and, unless the context indicates otherwise, our
subsidiaries on a consolidated basis.
ITEM
3.03
MATERIAL
MODIFICATION TO RIGHTS OF SECURITY HOLDERS
On May 5, 2008, MTM issued a press
release announcing that it plans to effect a reverse stock split of its Common
Stock at a split ratio of 1-for-15 (the “
Reverse Stock
Split
”).
The Reverse Stock Split as well as the
following matters (the “
Other Amendments to the
Restated Certificate
”) (i) authorizing the Company to issue in lieu of
cash dividends on the Company’s Series A Preferred Stock, payment of the
dividends due on November 21, 2008 in shares of Series A Preferred Stock, (ii)
increasing the authorized number of shares of Series A-4 Preferred Stock from
9,000,000 to 9,150,000, (iii) designating the Series A-9 Preferred Stock, and
(iv) authorizing the majority stockholders to vote on the conversion of the
Series A-6 Preferred Stock, the Series A-7 Preferred Stock, and the Series A-8
Preferred Stock into shares of Common Stock at a conversion price that is lower
than the fair market price of such securities on the date such securities were
issued, were approved by our Independent Committee of the Board of Directors on
April 25, 2008 and by our Board of Directors on April 28, 2008. On
May 1, 2008, Pequot and Constellation the holders of a majority of the Company’s
voting stock delivered to the Company an executed written stockholders' consent
approving the reverse stock split and the Other Amendments to the Restated
Certificate. Pequot and Constellation collectively own approximately 70% of the
Company’s voting securities and 100% of the Company’s Series A Preferred. As a
result of Pequot and Constellation’s approval, no further stockholder approval
or action was necessary.
The
Reverse Stock Split, as well as the Other Amendments to the Restated
Certificate, became effective on June 25, 2008
(the
“
Effective
Date
”)
upon filing of the Fourth Restated Certificate of
Incorporation with the New York Secretary of State.
As a
result of the Reverse Stock Split, every fifteen shares of the Company’s Common
Stock have been converted into one share of the Company’s Common Stock. In lieu
of issuing fractional shares, each holder of Common Stock who would otherwise
have been entitled to a fraction of a share upon surrender of such holder’s
certificates will be entitled to receive a cash payment, without interest,
determined by multiplying (i) the fractional share interest to which the holder
would otherwise be entitled, after taking into account all shares of Common
Stock then held on the record date by the holder, and (ii) the average of the
high and low trading prices of the Company’s Common Stock on NASDAQ during
regular trading hours for the 5 trading days immediately preceding the Effective
Date, as adjusted for the split ratio. Each stockholder’s percentage ownership
in the Company and proportional voting power remains unchanged after the Reverse
Stock Split except for minor changes resulting from the cash payment of
fractional shares. Informational letters will be sent to all
stockholders of record on June 25, 2008 by MTM’s transfer agent, American Stock
Transfer.
The Company’s issued and outstanding
Common Stock has been reduced from 13.4 million shares to approximately 900,000
shares. The Company’s Common Stock will trade on The NASDAQ Capital Market under
the ticker symbol MTMCD for 20 trading days beginning June 26, 2008. At the end
of that period, the ticker symbol will revert to our former MTMC. A new CUSIP
number has been issued for the Company’s Common Stock 62474G 200 to distinguish
stock certificates issued after the Effective Date.
A copy of
the Fourth Restated Certificate of Incorporation is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
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ITEM
5.03.
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AMENDMENT
TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL
YEAR
|
The information in Item 3.03 above is
hereby incorporated by reference.
A copy of
the Fourth Restated Certificate of Incorporation is attached hereto as Exhibit
3.1 and is incorporated herein by reference.
ITEM
8.01.
OTHER
EVENTS
The Reverse Stock Split affected all of
the holders of our Common Stock uniformly and did not affect any shareholder’s
percentage of ownership interest in MTM, other than as a result of the
elimination of fractional shares.
MTM
currently has 11 registration statements on Form S-3 or Form S-8 that register
the resale of Common Stock and Common Stock underlying convertible Preferred
Stock, options or warrants. The SEC allows us to incorporate by
reference future filings made with the SEC pursuant to Sections 13(a), 13(c) 14
or 15(d) of the Securities Exchange Act of 1934 prior to the termination of the
offering covered by registration statements filed on Form S-3 or Form
S-8. The information incorporated by reference is considered to be
part of the prospectus including within those registrations
statements. Information in this Form 8-K is therefore intended to be
automatically incorporated into the outstanding Form S-3 and Form S-8
registration statements, thereby amending them.
Any
shares of our Common Stock described in our registration statements shall be
proportionately reduced and the exercise price of any warrants or options shall
be proportionately increased by the Reverse Stock Split. The
following is a list of our registration statements that are amended by the
filing of this Form 8-K.
1.
Registration Statement No. 333-140357 on Form S-3
2.
Registration Statement No. 333-136058 on Form S-3
3.
Registration Statement No. 333-131089 on Form S-3
4.
Registration Statement No. 333-128434 on Form S-3
5.
Registration Statement No. 333-127587 on Form S-3
6.
Registration Statement No. 333-123144 on Form S-3
7.
Registration Statement No. 333-117549 on Form S-3
8.
Registration Statement No. 333-49718 on Form S-3
9.
Registration Statement No. 333-126322 on Form S-8
10. Registration
Statement No. 333-123147 on Form S-8
11. Registration
Statement No. 333-72269on Form S-8
ITEM
9. FINANCIAL STATEMENTS AND EXHIBITS
9.01 Financial
Statements and Exhibits
(d) Exhibits
Exhibit 3.1
Fourth
Restated Certificate of Incorporation
Exhibit 99.1
Press Release dated
June 26, 2008
SIGNATURES
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.
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MTM
TECHNOLOGIES, INC.
(Registrant)
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Date:
June 30, 2008
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By:
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/s/ J.W. Braukman III
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J.W.
Braukman III
Senior
Vice President and Chief Financial
Officer
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EXHIBIT
INDEX
Exhibit