-----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, TqoZ95F9lolP2Edb5RJl2P3JC5AzlV6MlABpQHVj9zQahs7G85hety8qu58HY33J Q0wbCPNjDzdaYEUJQD45Eg== 0000908662-07-000256.txt : 20070615 0000908662-07-000256.hdr.sgml : 20070615 20070615152158 ACCESSION NUMBER: 0000908662-07-000256 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20070524 FILED AS OF DATE: 20070615 DATE AS OF CHANGE: 20070615 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: 07922885 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: 07922886 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: 07922887 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: 07922888 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: 07922889 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: 07922890 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: 07922892 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: 07922891 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 2007-05-24 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 Option (Right to Buy Preferred Stock) 1.199 2007-05-24 4 P 0 208189 0 A 2007-05-24 2007-05-30 Series A-7 Preferred Stock 208189 208189 I By CVC Option (Right to Buy Preferred Stock) 1.199 2007-05-24 4 P 0 110788 0 A 2007-05-24 2007-05-30 Series A-7 Preferred Stock 110788 110788 I By Offshore Option (Right to Buy Preferred Stock) 1.199 2007-05-24 4 P 0 92839 0 A 2007-05-24 2007-05-30 Series A-7 Preferred Stock 92839 92839 I By BSC Option (Right to Buy Preferred Stock) 1.199 2007-05-24 4 P 0 5199 0 A 2007-05-24 2007-05-30 Series A-7 Preferred Stock 5199 5199 I By CVCP Option (Right to Buy Warrants) 1.3189 2007-05-24 4 P 0 62457 0 A 2007-05-24 2007-05-30 Common Stock Warrants 62457 62457 I By CVC Option (Right to Buy Warrants) 1.3189 2007-05-24 4 P 0 33236 0 A 2007-05-24 2007-05-30 Common Stock Warrants 33236 33236 I By Offshore Option (Right to Buy Warrants) 1.3189 2007-05-24 4 P 0 27852 0 A 2007-05-24 2007-05-30 Common Stock Warrants 27852 27852 I By BSC Option (Right to Buy Warrants) 1.3189 2007-05-24 4 P 0 1560 0 A 2007-05-24 2007-05-30 Common Stock Warrants 1560 1560 I By CVCP Option (Right to Buy Preferred Stock) 1.199 2007-05-30 4 X 0 208189 0 D 2007-05-24 2007-05-30 Series A-7 Preferred Stock 208189 0 I By CVC Option (Right to Buy Preferred Stock) 1.199 2007-05-30 4 X 0 110788 0 D 2007-05-24 2007-05-30 Series A-7 Preferred Stock 110788 0 I By Offshore Option (Right to Buy Preferred Stock) 1.199 2007-05-30 4 X 0 92839 0 D 2007-05-24 2007-05-30 Series A-7 Preferred Stock 92839 0 I By BSC Option (Right to Buy Preferred Stock) 1.199 2007-05-30 4 X 0 5199 0 D 2007-05-24 2007-05-30 Series A-7 Preferred Stock 5199 0 I By CVCP Option (Right to Buy Warrants) 1.3189 2007-05-30 4 X 0 62457 0 D 2007-05-24 2007-05-30 Common Stock Warrants 62457 0 I By CVC Option (Right to Buy Warrants) 1.3189 2007-05-30 4 X 0 33236 0 D 2007-05-24 2007-05-30 Common Stock Warrants 33236 0 I By Offshore Option (Right to Buy Warrants) 1.3189 2007-05-30 4 X 0 27852 0 D 2007-05-24 2007-05-30 Common Stock Warrants 27852 0 I By BSC Option (Right to Buy Warrants) 1.3189 2007-05-30 4 X 0 1560 0 D 2007-05-24 2007-05-30 Common Stock Warrants 1560 0 I By CVCP Series A-7 Preferred Stock 1.199 2007-05-30 4 X 0 208189 1.199 A 2007-05-30 Common Stock 208189 208189 I By CVC Series A-7 Preferred Stock 1.199 2007-05-30 4 X 0 110788 1.199 A 2007-05-30 Common Stock 110788 110788 I By Offshore Series A-7 Preferred Stock 1.199 2007-05-30 4 X 0 92839 1.199 A 2007-05-30 Common Stock 92839 92839 I By BSC Series A-7 Preferred Stock 1.199 2007-05-30 4 X 0 5199 1.199 A 2007-05-30 Common Stock 5199 5199 I By CVCP Common Stock Warrants (Right to Buy) 1.3189 2007-05-30 4 X 0 62457 1.3189 A 2007-05-30 2011-05-24 Common Stock 62457 62457 I By CVC Common Stock Warrants (Right to Buy) 1.3189 2007-05-30 4 X 0 33236 1.3189 A 2007-05-30 2011-05-24 Common Stock 33236 33236 I By Offshore Common Stock Warrants (Right to Buy) 1.3189 2007-05-30 4 X 0 27852 1.3189 A 2007-05-30 2011-05-24 Common Stock 27852 27852 I By BSC Common Stock Warrants (Right to Buy) 1.3189 2007-05-30 4 X 0 1560 1.3189 A 2007-05-30 2011-05-24 Common Stock 1560 1560 I By CVCP Grant of option to purchase, in amounts indicated, shares of Series A-7 Preferred Stock, $0.001 par value per share (the "Series A-7 Preferred Stock"), and warrants to purchase Common Stock, $0.001 par value per share (the "Common Stock"), for an aggregate purchase price of $500,000, which options were exercised on May 30, 2007, The Series A-7 Preferred Stock is convertible into shares of Common Stock of the Issuer at any time at the election of the individual holders. The Series A-7 Preferred Stock will automatically convert into Common Stock if at any time following the 18 months after the issuance of the Series A-7 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-7 Preferred Stock conversion price then in effect. The Series A-7 Preferred Stock will convert to Common Stock, initially at a ratio of one share of Common Stock for every share of Series A-7 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-7 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. If and whenever the Issuer shall issue or sell, or is deemed to have issued or sold, any shares of Common Stock for a consideration per share less than the applicable Series A-7 Preferred Stock conversion price then in effect, then upon such issue or sale, the Series A-7 Preferred Stock conversion price shall be reduced to the price that is the purchase price of such Common Stock so issued or sold. The Warrants are exercisable at any time prior to 5:00PM on May 24, 2011, at an exercise price of $1.3189 per share of Common Stock. As of May 24, 2007, the warrants would be exercisable into 125,105 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. 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. /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of The BSC Employee Fund VI, L.P. 2007-06-15 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital II, L.P. 2007-06-15 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc., the Managing Member of CVC II Partners, L.L.C. 2007-06-15 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC, the General Partner of Constellation Venture Capital Offshore II, L.P. 2007-06-15 /s/ Kenneth L. Edlow, as Secretary of The Bear Stearns Companies Inc. 2007-06-15 /s/ Clifford H. Friedman, as Member of Constellation Ventures Management II, LLC 2007-06-15 /s/ Clifford H. Friedman, as Senior Managing Director of Bear Stearns Asset Management Inc. 2007-06-15 /s/ Clifford H. Friedman 2007-06-15 -----END PRIVACY-ENHANCED MESSAGE-----