-----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, GaAPrc1KQqF4QlCX/z5TvjSzqUu6M0JqwEzkoaQ80XtQ5UPwKclLq5SLozsnh2eq ka26afrL3lkcVlJggLBV/A== 0000950138-05-000727.txt : 20050729 0000950138-05-000727.hdr.sgml : 20050729 20050729112818 ACCESSION NUMBER: 0000950138-05-000727 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20050729 ITEM INFORMATION: Regulation FD Disclosure ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20050729 DATE AS OF CHANGE: 20050729 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-21695 FILM NUMBER: 05983331 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 8-K 1 july29_8-k.txt \MANCHESTER TECH\JULY 29 8-K\ ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ------------------ FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of report (Date of earliest event reported) (July 29, 2005) ---------------- Manchester Technologies, Inc. - ------------------------------------------------------------------------------- (Exact Name of Registrant as Specified in Charter) New York 0-21695 11-2312854 - ------------------------------------------------------------------------------- (State or Other Jurisdiction (Commission (IRS Employer of Incorporation) File Number) Identification No.) 50 Marcus Boulevard, Hauppauge, New York 11788 - ------------------------------------------------------------------------------- (Address of Principal Executive Offices) (Zip Code) Registrant's telephone number, including area code (631) 951-8100 -------------- N/A - ------------------------------------------------------------------------------- (Former Name or Former Address, if Changed Since Last Report) Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below): [ ] Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) [ ] Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) [ ] Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) [ ] Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) Item 7.01. Regulation FD Disclosure. On July 29, 2005, Manchester Technologies Inc. (the "Company") issued a press release announcing that the Company's shareholders have adopted the Agreement and Plan of Merger among Electrograph Holdings, Inc., CICE Acquisition Corp., and the Company, dated as of April 17, 2005. The press release is attached hereto as Exhibit 99.1 to this Current Report on Form 8-K. The information in this Form 8-K and Exhibit 99.1 attached hereto is being furnished to the Securities and Exchange Commission ("SEC") pursuant to Item 7.01 and shall neither be deemed "filed" with the SEC, nor shall it be deemed incorporated by reference in any filing with the SEC under the Securities Exchange Act of 1934 or the Securities Act of 1933, whether made before or after the date hereof and irrespective of any general incorporation language in any filings. Item 9.01 Financial Statements and Exhibits. (c) Exhibits 99.1 Press Release, dated July 29, 2005. 2 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. Date: July 29, 2005 MANCHESTER TECHNOLOGIES, INC. By: /s/ Seth Collins ----------------------- Seth Collins President 3 EXHIBIT INDEX ------------- EXHIBIT DESCRIPTION - ------- ----------- 99.1 Press Release dated July 29, 2005. 4 EX-99 2 ex99-1.txt EXHIBIT 99.1 - PRESS RELEASE 7/29/2005 Contact: Manchester Technologies ----------------------- Elan Yaish Chief Financial Officer (631) 951-7060 MANCHESTER TECHNOLOGIES, INC. SHAREHOLDERS VOTE TO APPROVE SALE OF COMPANY TO CAXTON-ISEMAN CAPITAL HAUPPAUGE, NY, July 29, 2005 - Manchester Technologies, Inc. (Nasdaq: MANC) (the "Company") announced that the Agreement and Plan of Merger among Electrograph Holdings, Inc., CICE Acquisition Corp., and the Company, dated as of April 17, 2005, was adopted by the Company's shareholders at a special meeting held on July 29, 2005. Pursuant to the Agreement and Plan of Merger, CICE Acquisition Corp. will merge with and into the Company, with the Company as the surviving entity and a wholly-owned subsidiary of Electrograph Holdings. Both Electrograph Holdings and CICE Acquisition Corp. are corporations formed at the direction of Caxton-Iseman Capital, Inc. The transaction is subject to closing conditions contained in the Agreement and Plan of Merger. The transaction is expected to close the first week of August. Upon the closing of the merger, each outstanding share of Manchester common stock will be converted into the right to receive $6.40 in cash, without interest. Promptly after the closing of the merger, the paying agent will mail transmittal instructions to Manchester shareholders of record for submitting stock certificates to the paying agent for payment. Manchester Technologies, Inc. is a distributor of display technology solutions and plasma display monitors through its subsidiary Electrograph Systems, Inc. More information about the Company and Electrograph can be obtained by visiting their websites located at http://www.e-manchester.com and the website of its subsidiary at http://www.electrograph.com. Caxton-Iseman Capital, Inc. is a New York-based private equity firm. Its portfolio companies include Ply Gem Industries, Inc., a manufacturer of vinyl building products with pro forma revenues of approximately $850 million; Anteon International Corporation, an information technology provider to the Federal government with revenues of approximately $1.5 billion; Buffets Inc., the leading owner and operator of buffet-style restaurants with revenues of approximately $930 million; and North American Health Plans, Inc., a third party administrator of health care plans providing medical management and cost management services for employees, insurers, HMOs and other TPAs. This press release contains statements about expected future events that are forward-looking and subject to risks and uncertainties. For those statements, we claim the protection of the safe harbor for forward-looking statements contained in the Private Securities Litigation Reform Act of 1995. The following important factors could affect future results and could cause those results to differ materially from those expressed in the forward-looking statements contained in this press release: failure to consummate the merger; the occurrence or existence of any event, fact or set of circumstances that has had or would reasonably be expected to have, individually or in the aggregate, a Company Material Adverse Effect; the imposition of any government conditions to the closing of the proposed transaction; the failure by the Company or Electrograph Holdings to satisfy other conditions to the completion of the merger as set forth in the merger agreement; the failure of Electrograph Holdings to obtain debt and equity financing; the failure of the Company to collect from Caxton-Iseman the termination fee of $2.5 million following an event that gives rise to an obligation to pay such termination fee; or the Company's obligation to pay a termination fee of $2.5 million to Electrograph Holdings and CICE Acquisition Corp. following an event that gives rise to an obligation to pay such termination fee. Additional factors that may affect the future results of the Company are set forth in the Company's filings with the SEC, which are available at www.e-manchester.com. # # # 2 -----END PRIVACY-ENHANCED MESSAGE-----