-----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, WSXdXZet/BEgukphHQlHrdmbxiszDpljqP1VPvUOCextxSqQINcxVyCd+eoG3VxP 6yPHNumXpRYCThFQgAaf9g== 0000908662-07-000180.txt : 20070417 0000908662-07-000180.hdr.sgml : 20070417 20070417174434 ACCESSION NUMBER: 0000908662-07-000180 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070329 FILED AS OF DATE: 20070417 DATE AS OF CHANGE: 20070417 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: 07771879 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: 07771880 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: 07771881 BUSINESS ADDRESS: BUSINESS PHONE: 212-272-2728 MAIL ADDRESS: STREET 1: 383 MADISON AVENUE, 28TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10179 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: 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: 07771884 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: 07771883 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 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: 07771877 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: 07771878 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 Ventures Management II, LLC CENTRAL INDEX KEY: 0001293522 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-22122 FILM NUMBER: 07771882 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 4 1 edgar.xml PRIMARY DOCUMENT X0202 4 2007-03-29 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-6 Convertible Preferred Stock 1.485 2007-03-29 4 P 0 258367 1.485 A 2007-03-29 Common Stock 258367 258367 I By CVC Series A-6 Convertible Preferred Stock 1.485 2007-03-29 4 P 0 137491 1.485 A 2007-03-29 Common Stock 137491 137491 I By Offshore Series A-6 Convertible Preferred Stock 1.485 2007-03-29 4 P 0 115216 1.485 A 2007-03-29 Common Stock 115216 115216 I By BSC Series A-6 Convertible Preferred Stock 1.485 2007-03-29 4 P 0 6452 1.485 A 2007-03-29 Common Stock 6452 6452 I By CVCP Common Stock Warrants (Right to Buy) 1.63 2007-03-29 4 P 0 78014 1.63 A 2007-03-29 2011-03-29 Common Stock 78014 78014 I By CVC Common Stock Warrants (Right to Buy) 1.63 2007-03-29 4 P 0 41515 1.63 A 2007-03-29 2011-03-29 Common Stock 41515 41515 I By Offshore Common Stock Warrants (Right to Buy) 1.63 2007-03-29 4 P 0 34790 1.63 A 2007-03-29 2011-03-29 Common Stock 34790 34790 I By BSC Common Stock Warrants (Right to Buy) 1.63 2007-03-29 4 P 0 1948 1.63 A 2007-03-29 2011-03-29 Common Stock 1948 1948 I By CVCP Option (Right to buy Preferred Stock) 1.485 2007-03-29 4 J 0 673401 1.485 A 2007-03-29 2007-04-10 Common Stock 673401 673401 I By Constellation Funds Option (Right to buy Warrants for Common Stock) 1.63 2007-03-29 4 J 0 203333 1.63 A 2007-03-29 2007-04-10 Common Stock 203333 203333 I By Constellation Funds The Series A-6 Preferred Stock, $0.001 par value per share (the Series A-6 Preferred Stock) is convertible into shares of Common Stock of the Issuer, $0.001 par value per share (the Common Stock) at any time at the election of the individual holders. The Series A-6 Preferred Stock will automatically convert into Common Stock if at any time following the 18 months after the issuance of the Series A-6 Preferred Stock, the volume weighted average closing price of the Common Stock for the immediately preceding 60 consecutive trading days exceeds four times the applicable Series A-6 Preferred Stock conversion price then in effect. The Series A-6 Preferred Stock will then convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-6 Preferred Stock, subject to adjustments for common dilutive equity issuances for stock splits, stock dividends and similar events. There will be no automatic conversion of the Series A-6 Preferred Stock unless at the time of such proposed conversion, the Issuer shall have on file with the SEC an effective registration statement with respect to the shares of Common Stock issued or issuable to the holders (A) on conversion of the Series A Preferred Stock of the Issuer, $0.001 par value (the Series A Preferred Stock) then issued or issuable to such holders, (B) on exercise of all of the warrants to purchase Common Stock pursuant to the Purchase Agreement dated as of January 29, 2004 between the Issuer and the purchaser named therein... ...and (C) on exercise of all warrants to purchase Common Stock pursuant to that certain purchase agreement dated on or about the date of the Issuer's Restated Certificate of Incorporation, between the Issuer and the purchasers named therein, as may be amended, supplemented or restated from time to time, and such shares of Common Stock have been listed on the Nasdaq Stock Market (or other national exchange or national over-the-counter bulletin board approved by the holders of a majority of the then outstanding shares of Series A Preferred Stock. There is no expiration date for the Series A-6 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 Warrants are exercisable at any time prior to 5:00PM on March 29, 2011, at an exercise price of $1.63 per share of Common Stock. As of March 29, 2007, the warrants would be exercisable into 453,733 shares of Common Stock. The exercise price of the Warrants is subject to adjustment for stock splits, stock dividends and similar events. Cashless exercise is permitted. Subject to the terms and conditions of the Amended and Restated Purchase Agreement dated March 29, 2007 (a) CVC, Offshore, BSC and CVCP (together, the "Constellation Funds") and (b) Pequot Capital Management, Inc. ("Pequot" and all together, the "Purchasers"), were granted the right, on or prior to April 10, 2007, to purchase additional shares of Series A-6 Preferred Stock and detachable warrants to purchase shares of Common Stock on the same terms and conditions as the Series A-6 Preferred Stock and Warrants described herein (the "Additional Series A-6 Purchased Shares and Additional Warrants"). The Constellation Funds could acquire up to $1,000,000 Additional Series A-6 Purchased Shares and Additional Warrants. Pequot could acquire up to $1,000,000 Additional Series A-6 Purchased Shares and Additional Warrants. If either the Constellation Funds or Pequot did not purchase all of the Additional Series A-6 Purchased Shares and Additional Warrants that they were entitled to purchase, the other Purchasers could purchase such Additional Series A-6 Purchased Shares and Additional Warrants in such amounts as such Purchasers may agree representing up to an additional 673,401 shares of Additional Series A-6 Purchased Shares and up to 203,333 attributed to Additional Warrants to purchase common stock. The option expired April 10, 2007 without being exercised by the Constellation Funds. /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. 2007-04-17 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. 2007-04-17 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. 2007-04-17 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. 2007-04-17 /s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. 2007-04-17 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC 2007-04-17 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. 2007-04-17 /s/ Clifford H. Friedman 2007-04-17 -----END PRIVACY-ENHANCED MESSAGE-----