-----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, UG3ez6zK8fwf/5DagkkDKIu2b/NoZfLv4Az3fa6f5K3NSA5WiNyHIfEGpfu5Th0M IxdixvZk2CnK+Waih3sQkQ== 0000908662-07-000021.txt : 20070122 0000908662-07-000021.hdr.sgml : 20070122 20070122193343 ACCESSION NUMBER: 0000908662-07-000021 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061214 FILED AS OF DATE: 20070122 DATE AS OF CHANGE: 20070122 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: 1200 HIGH RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06905 BUSINESS PHONE: 203-975-3700 MAIL ADDRESS: STREET 1: 1200 HIGH RIDGE ROAD CITY: STAMFORD STATE: CT ZIP: 06905 FORMER COMPANY: FORMER CONFORMED NAME: MICROS TO MAINFRAMES INC DATE OF NAME CHANGE: 19930527 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Constellation Venture Capital Offshore II, LP CENTRAL INDEX KEY: 0001293523 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544464 BUSINESS ADDRESS: STREET 1: 383 MADISON AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122722728 MAIL ADDRESS: STREET 1: 383 MADISON AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CVC II Partners, LLC CENTRAL INDEX KEY: 0001293524 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544465 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 212-272-2728 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: CONSTELLATION VENTURE CAPITAL II LP CENTRAL INDEX KEY: 0001115990 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544466 BUSINESS ADDRESS: STREET 1: 575 LEXINGTON AVE CITY: NEW YORK STATE: NY ZIP: 10022 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BSC EMPLOYEE FUND VI LP CENTRAL INDEX KEY: 0001276344 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544467 BUSINESS ADDRESS: STREET 1: BSCGP INC STREET 2: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122728800 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Friedman Clifford H CENTRAL INDEX KEY: 0001294655 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544468 BUSINESS ADDRESS: BUSINESS PHONE: 212-272-2728 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Constellation Ventures Management II, LLC CENTRAL INDEX KEY: 0001293522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544469 BUSINESS ADDRESS: STREET 1: 383 MADISON AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122722728 MAIL ADDRESS: STREET 1: 383 MADISON AVE STREET 2: 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 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: 07544471 BUSINESS ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 BUSINESS PHONE: 2122720872 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE CITY: NEW YORK STATE: NY ZIP: 10179 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: BEAR STEARNS COMPANIES INC CENTRAL INDEX KEY: 0000777001 STANDARD INDUSTRIAL CLASSIFICATION: SECURITY BROKERS, DEALERS & FLOTATION COMPANIES [6211] STATE OF INCORPORATION: DE FISCAL YEAR END: 1130 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07544470 BUSINESS ADDRESS: STREET 1: ONE METROTECH NORTH STREET 2: 9TH FL CITY: BROOKLYN STATE: NY ZIP: 11201 BUSINESS PHONE: 3476439862 MAIL ADDRESS: STREET 1: ONE METROTECH NORTH STREET 2: 9TH FL. CITY: BROOKLYN STATE: NY ZIP: 11201 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2006-12-14 0000906282 MTM Technologies, Inc. MTMC 0001062592 BEAR STEARNS ASSET MANAGEMENT INC 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0000777001 BEAR STEARNS COMPANIES INC 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0001293522 Constellation Ventures Management II, LLC 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0001294655 Friedman Clifford H C/O BEAR STEARNS ASSET MANAGEMENT, INC. 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0001276344 BSC EMPLOYEE FUND VI LP 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0001115990 CONSTELLATION VENTURE CAPITAL II LP 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0001293524 CVC II Partners, LLC 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 0001293523 Constellation Venture Capital Offshore II, LP 383 MADISON AVENUE NEW YORK NY 10179 1 0 1 0 Series A-3 Preferred Stock 3.25 2006-11-21 5 J 0 12843 0 A 2006-11-21 Common Stock 12843 440974 I By BSC Series A-3 Preferred Stock 3.25 2006-11-21 5 J 0 28802 0 A 2006-11-21 Common Stock 28802 988870 I By CVC Series A-3 Preferred Stock 3.25 2006-11-21 5 J 0 719 0 A 2006-11-21 Common Stock 719 24694 I By CVCP Series A-3 Preferred Stock 3.25 2006-11-21 5 J 0 15327 0 A 2006-11-21 Common Stock 15327 526230 I By Offshore Series A-4 Preferred Stock 3.25 2006-11-21 5 J 0 18335 0 A 2006-11-21 Common Stock 18355 629505 I By BSC Series A-4 Preferred Stock 3.25 2006-11-21 5 J 0 41115 0 A 2006-11-21 Common Stock 41115 1411645 I By CVC Series A-4 Preferred Stock 3.25 2006-11-21 5 J 0 1026 0 A 2006-11-21 Common Stock 1026 35251 I By CVCP Series A-4 Preferred Stock 3.25 2006-11-21 5 J 0 21879 0 A 2006-11-21 Common Stock 21879 751211 I By Offshore Series A-5 Preferred Stock 3.25 2006-11-21 5 J 0 3082 0 A 2006-11-21 Common Stock 3082 105833 I By BSC Series A-5 Preferred Stock 3.25 2006-11-21 5 J 0 6912 0 A 2006-11-21 Common Stock 6912 237328 I By CVC Series A-5 Preferred Stock 3.25 2006-11-21 5 J 0 172 0 A 2006-11-21 Common Stock 172 5926 I By CVCP Series A-5 Preferred Stock 3.25 2006-11-21 5 J 0 3678 0 A 2006-11-21 Common Stock 3678 126295 I By Offshore Common Stock Warrants (right to buy) 4.06 2006-12-14 4 J 0 15027 A 2006-12-14 2009-11-23 Common Stock 15027 15027 I By BSC Common Stock Warrants (right to buy) 4.06 2006-12-14 4 J 0 33698 A 2006-12-14 2009-11-23 Common Stock 33698 33698 I By CVC Common Stock Warrants (right to buy) 4.06 2006-12-14 4 J 0 842 A 2006-12-14 2009-11-23 Common Stock 842 842 I By CVCP Common Stock Warrants (right to buy) 4.06 2006-12-14 4 J 0 17933 A 2006-12-14 2009-11-23 Common Stock 17933 17933 I By Offshore The Series A-3 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holders, initially at a ratio of one share of Common Stock for each share of Series A-3 Preferred Stock and subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The Series A-3 Preferred Stock is also automatically convertible pursuant to its terms. The Series A-3 Preferred Stock has no expiration date. On November 21, 2006, the Issuer paid in-kind a semi-annual dividend to all holders of its Series A-3 Preferred Stock, Series A-4 Preferred Stock and Series A-5 Preferred Stock. The Bear Stearns Companies, Inc. ("BSCI") is the sole managing member of Constellation Ventures Management II, LLC ("Management") and is the parent company of Bear Stearns Asset Management Inc. ("BSAM"). Mr. Clifford H. Friedman is a member of Management and a senior managing director of BSAM. Management is the sole managing general partner of The BSC Employee Fund VI, L.P. ("BSC"), the sole general partner of Constellation Venture Capital II, L.P. ("CVC") and the sole general partner of Constellation Venture Capital Offshore II, L.P. ("Offshore"). BSAM is the sole managing member of CVC II Partners, LLC ("CVCP") and is the investment adviser to BSC, CVC, Offshore and CVCP. Each Reporting Person disclaims beneficial ownership of any securities that exceed its pecuniary interest in the securities held by these entities. The Series A-4 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holders, initially at a ratio of one share of Common Stock for each share of Series A-4 Preferred Stock and subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The Series A-4 Preferred Stock is also automatically convertible pursuant to its terms. The Series A-4 Preferred Stock has no expiration date. The Series A-5 Preferred Stock is convertible into shares of Common Stock at any time at the election of the individual holders, initially at a ratio of one share of Common Stock for each share of Series A-5 Preferred Stock and subject to adjustment for certain dilutive issuances and for stock splits, stock dividends and similar events. The Series A-5 Preferred Stock is also automatically convertible pursuant to its terms. The Series A-5 Preferred Stock has no expiration date. On November 23, 2005, BSC, CVC, CVCP and Offshore (the "Constellation Funds") acquired an aggregate of 461,538 shares of Series A-5 Preferred Stock and warrants to acquire 67,500 shares of Common Stock with an exercise price of $4.06 per share (the "Common Stock Warrants"), for an aggregate of $1,500,000. The Common Stock Warrants were not exercisable until November 14, 2006, the date on which the Issuer's shareholders approved their exercisability. The exercise price of the Common Stock Warrants is subject to adjustment for stock splits, stock dividends and similar events, and cashless exercise is permitted. Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. 2007-01-18 Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. 2007-01-18 Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. 2007-01-18 Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. 2007-01-18 Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. 2007-01-18 Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC 2007-01-18 Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. 2007-01-18 Clifford H. Friedman 2007-01-18 -----END PRIVACY-ENHANCED MESSAGE-----