-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Kx0InADMK1cQVBS6sKRaEb+zMnUfQVy1fNY8hBwVQOVPyDu8i4+zJr5mkf5jMDss uO8M6xpvBWqCA0hacDzodQ== 0000950138-05-000354.txt : 20050420 0000950138-05-000354.hdr.sgml : 20050420 20050420132757 ACCESSION NUMBER: 0000950138-05-000354 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20050420 DATE AS OF CHANGE: 20050420 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MANCHESTER TECHNOLOGIES INC CENTRAL INDEX KEY: 0001023876 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 112312854 STATE OF INCORPORATION: NY FISCAL YEAR END: 0731 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-49715 FILM NUMBER: 05761422 BUSINESS ADDRESS: STREET 1: 160 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11787 BUSINESS PHONE: 6314351199 MAIL ADDRESS: STREET 1: 160 OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 FORMER COMPANY: FORMER CONFORMED NAME: MANCHESTER EQUIPMENT CO INC DATE OF NAME CHANGE: 19960928 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: STEINBERG BARRY R CENTRAL INDEX KEY: 0001033060 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 160 OSER AVE CITY: HAUPPAUGE STATE: NY ZIP: 11788 BUSINESS PHONE: 5164351199 MAIL ADDRESS: STREET 1: 160 OSER AVENUE CITY: HAUPPAUGE STATE: NY ZIP: 11788 SC 13D/A 1 april13d.txt \MANCHESTER TECH\APRIL 13D\ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Rule 13d-101) INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO RULE 13d-2(a) (Amendment No. 6)* Manchester Technologies, Inc.. ------------------------------ (Name of Issuer) Class A Common Stock, par value $.001 per share ----------------------------------------------- (Title of Class of Securities) 562398 10 7 -------------- (CUSIP Number) Barry R. Steinberg 50 Marcus Boulevard Hauppage, New York 11788 (631) 951-8100 -------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) April 17, 2005 -------------- (Date of Event Which Requires Filing of This Statement) If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d 1(e), 13d-1(f) or 13d-1(g), check the following box. [ ] Note. Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other parties to whom copies are to be sent. * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page. The information required on the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). (Page 1 of 5 Pages) SCHEDULE 13D CUSIP No. 562398 10 7 13D Page 2 of 5 _______________________________________________________________________________ NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (Entities Only) 1 Barry R. Steinberg _______________________________________________________________________________ 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ] (b) [ ] _______________________________________________________________________________ 3 SEC USE ONLY _______________________________________________________________________________ SOURCE OF FUNDS* 4 Not Applicable. _______________________________________________________________________________ 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) or 2(e) [ ] _______________________________________________________________________________ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States _______________________________________________________________________________ NUMBER OF 7 SOLE VOTING POWER SHARES 4,690,201 _______________________________________________________________ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY None _______________________________________________________________ EACH 9 SOLE DISPOSITIVE POWER REPORTING 4,690,201 _______________________________________________________________ PERSON 10 SHARED DISPOSITIVE POWER WITH None _______________________________________________________________________________ AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 11 4,690,201 _______________________________________________________________________________ 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES [ ] _______________________________________________________________________________ PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9) 13 55.6% _______________________________________________________________________________ TYPE OF REPORTING PERSON 14 IN _______________________________________________________________________________ SCHEDULE 13D CUSIP No. 562398 10 7 Page 3 of 5 Item 1. Security and Issuer. This statement constitutes Amendment No. 6 ("Amendment No. 6") to the Statement on Schedule 13D (the "Schedule 13D") filed with the Securities and Exchange Commission by Barry R. Steinberg (the "Reporting Person") in connection with the ownership of shares of Common Stock, $.01 par value (the "Common Stock"), of Manchester Technologies, Inc., a New York corporation (the "Company"). The principal executive offices of the Company are located at 50 Marcus Boulevard, Hauppauge, NY 11788. In accordance with Exchange Act Rule 13d-2, this Amendment No. 6 amends and supplements only information that has materially changed since the December 24, 1998 filing by the Reporting Person of the Amendment No. 5 to Schedule 13D. Unless otherwise indicated herein, terms used but not otherwise defined in this Amendment No. 6 shall have the same respective meanings herein as are ascribed to such terms in the Merger Agreement (as such term is defined below). Item 4. Purpose of Transaction. The following Item 4 of Schedule 13D is hereby amended and supplemented by adding the following: This Amendment No. 6 relates to a voting agreement (the "Voting Agreement") entered into by the Reporting Person and Electrograph Holdings, Inc., a Delaware Corporation ("Parent") in connection with the execution of an Agreement and Plan of Merger (the "Merger Agreement") among the Company, Parent and CICE Acquisition Corp., Inc., a New York corporation ("Merger Sub") providing for a business combination whereby (i) Parent formed Merger Sub, (ii) Merger Sub will merge into the Company (the "Merger") with the Company as the surviving corporation, and (iii) the Company will become a wholly-owned subsidiary of Parent. At the Effective Time, the Company shareholders will be entitled to receive in exchange for each share of Common Stock $6.40 in cash without interest. Pursuant to the Voting Agreement, the Reporting Person has agreed to vote the shares of Company Common Stock beneficially owned by the Reporting Person (the "Covered Shares") in favor of the adoption of the Merger Agreement. In addition, the Reporting Person has agreed to vote against any action, proposal or agreement that would (i) compete with, impede, interfere with, adversely affect, tend to discourage or inhibit the adoption of the Merger Agreement or the timely consummation of the transactions contemplated by the Merger Agreement, and (ii) result in any breach of a representation, warranty, covenant or agreement of the Company under the Merger Agreement. Notwithstanding the foregoing, nothing in the Voting Agreement shall govern, limit or restrict the Reporting Person's ability to exercise his fiduciary duties to the shareholders of the Company as provided by the Merger Agreement or under applicable Legal Requirements. The Reporting Person has also agreed that he will not, (a) sell, assign, give, tender, offer, exchange or otherwise transfer any of his Covered Shares; (b) encumber, pledge, hypothecate or otherwise permit (including by omission) the creation or imposition of any Encumbrance on any SCHEDULE 13D CUSIP No. 562398 10 7 Page 4 of 5 of his Covered Shares; or (c) enter into any Contract with respect to any of the foregoing, in each case without the prior written consent of Parent. The Voting Agreement terminates upon the earlier of (a) the Effective Time or (b) the day on which the Merger Agreement is terminated in accordance with its terms and, if applicable, the Termination Fee is paid by the Company to Parent pursuant to Section 8.3 of the Merger Agreement. The descriptions of the Merger Agreement and Voting Agreement contained in this Amendment No. 6 are qualified in their entirety by reference to such agreements, copies of which are included as Exhibit 1 and Exhibit 2 to this Amendment No. 6, respectively, and are incorporated by reference herein. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer Item 6 of Schedule 13D is hereby amended and supplemented to include the following: The matters set forth in Item 4 above are incorporated in this Item 6 by reference as if fully set forth herein. Item 7. Material to be Filed as Exhibits Item 7 of the Schedule 13D is hereby amended and supplemented to include the following: 1. Agreement and Plan of Merger, dated as of April 17, 2005, by and among Electrograph Holdings, Inc., CICE Acquisition Corp. and Manchester Technologies, Inc. (incorporated by reference to Exhibit 2.1 of the Form 8-K filed by Manchester Technologies, Inc. on April 18, 2005). 2. Voting Agreement, dated as of April 17, 2005, by and among Electrograph Holdings, Inc. and Barry R. Steinberg (incorporated by reference to Exhibit 9.1 to the Company's Current Report on Form 8-K, dated as of April 18, 2005). SCHEDULE 13D CUSIP No. 562398 10 7 Page 5 of 5 Signatures After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and accurate. /s/ Barry R. Steinberg --------------------------- Barry R. Steinberg Dated: April 20, 2005 -----END PRIVACY-ENHANCED MESSAGE-----