-----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, PKJxs6GH2K35JXmMm889+Xt9k95qn5tSDjZpNPRnDsiKx0Qv4XnOev4veuAKIzvr vIzmxvLsAQfBqSx3ZETLQQ== 0000904454-05-000358.txt : 20050711 0000904454-05-000358.hdr.sgml : 20050711 20050711105151 ACCESSION NUMBER: 0000904454-05-000358 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050707 FILED AS OF DATE: 20050711 DATE AS OF CHANGE: 20050711 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: MTM Technologies, Inc. CENTRAL INDEX KEY: 0000906282 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 133354896 STATE OF INCORPORATION: NY FISCAL YEAR END: 0331 BUSINESS ADDRESS: STREET 1: 850 CANAL STREET CITY: STAMFORD STATE: CT ZIP: 06902 BUSINESS PHONE: 2039753700 MAIL ADDRESS: STREET 1: 850 CANAL STREET CITY: STAMFORD STATE: CT ZIP: 06902 FORMER COMPANY: FORMER CONFORMED NAME: MICROS TO MAINFRAMES INC DATE OF NAME CHANGE: 19930527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BEAR STEARNS ASSET MANAGEMENT INC CENTRAL INDEX KEY: 0001062592 STATE OF INCORPORATION: NY FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 05947159 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122723146 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2005-07-07 0000906282 MTM Technologies, Inc. MTMC 0001062592 BEAR STEARNS ASSET MANAGEMENT INC 383 MADISON AVENUE NEW YORK NY 10179 0 0 1 0 Series A-4 Convertible Preferred Stock 3.25 2005-07-07 4 P 0 299541 3.25 A 2005-07-07 Common Stock 299541 1370530 I By Constellation Venture Capital II, L.P. Series A-4 Convertible Preferred Stock 3.25 2005-07-07 4 P 0 159402 3.25 A 2005-07-07 Common Stock 159402 729332 I By Constellation Venture Capital Offshore II, L.P. Series A-4 Convertible Preferred Stock 3.25 2005-07-07 4 P 0 133577 3.25 A 2005-07-07 Common Stock 133577 611170 I By The BSC Employee Fund VI, L.P. Common Stock Warrants (Right to Buy) 4.06 2005-07-07 4 P 0 59908 0 A 2005-07-07 2009-07-07 Common Stock 59908 59908 I By Constellation Venture Capital II, L.P. Common Stock Warrants (Right to Buy) 4.06 2005-07-07 4 P 0 31880 0 A 2005-07-07 2009-07-07 Common Stock 31880 31880 I By Constellation Venture Capital Offshore II, L.P. Common Stock Warrants (Right to Buy) 4.06 2005-07-07 4 P 0 26715 0 A 2005-07-07 2009-07-07 Common Stock 26715 26715 I By The BSC Employee Fund VI, L.P. The Series A-4 Convertible Preferred Stock will be convertible into shares of Common Stock at any time at the election of the individual holders. Subject to certain exceptions, the Series A-4 Convertible 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-4 Convertible 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-4 Convertible Preferred Stock conversion price then in effect. The Series A-4 Convertible Preferred Stock will convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-4 Convertible Preferred Stock and subject to adjustments for common dilutive equity issuances and for stock splits, stock dividends and similar events. There is no expiration date applicable to the Series A-4 Convertible Preferred Stock. The Warrants are exerciseable at any time prior to July 7, 2009, 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-4 Convertible Preferred Stock issued. As of July 7, 2005, the Warrants would be exerciseable to purchase such number of shares of Common Stock reflected herein. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends and similar events. Cashless exercise is permited. The Reporting Person is the managing member of Constellation Ventures Management II, L.P., which is the sole general partner of Constellation Venture Capital II, L.P., the sole general partner of Constellation Venture Capital Offshore II, L.P. and one of two general partners of The BSC Employee Fund VI, L.P. The Reporting Person disclaims beneficial ownership of such securities except to the extent of its pecuniary interest in the securities held by those entities. Clifford H. Friedman, Senior Managing Director 2005-07-07 -----END PRIVACY-ENHANCED MESSAGE-----