-----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, N/m7z+xU88AR4HulYh4gsWzdzm1ybDnGgfZWZ33Tnwf9ReuKc/iHBbkU5U+7SDqC 7nwePDKag/+LvMXg54S7Zg== 0000904454-05-000342.txt : 20050701 0000904454-05-000342.hdr.sgml : 20050701 20050701163905 ACCESSION NUMBER: 0000904454-05-000342 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20050623 FILED AS OF DATE: 20050701 DATE AS OF CHANGE: 20050701 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: 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: 05933791 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 2005-06-23 0000906282 MTM Technologies, Inc. MTMC 0001293522 Constellation Ventures Management II, LLC 383 MADISON AVENUE NEW YORK NY 10179 0 0 1 0 7% Convertible Secured Notes 2005-06-23 4 C 0 832892 D Series A-4 Convertible Preferred Stock 832892 0 I By Constellation Venture Capital II, L.P. 7% Convertible Secured Notes 2005-06-23 4 C 0 443226 D Series A-4 Convertible Preferred Stock 443226 0 I By Constellation Venture Capital Offshore II, L.P. 7% Convertible Secured Notes 2005-06-23 4 C 0 371417 D Series A-4 Convertible Preferred Stock 371417 0 I By The BSC Employee Fund VI, L.P. Series A-4 Convertible Preferred Stock 3.25 2005-06-23 4 C 0 832892 A Common Stock 832892 832892 I By Constellation Venture Capital II, L.P. Series A-4 Convertible Preferred Stock 3.25 2005-06-23 4 C 0 443226 A Common Stock 443226 443226 I By Constellation Venture Capital Offshore II, L.P. Series A-4 Convertible Preferred Stock 3.25 2005-06-23 4 C 0 371417 A Common Stock 371417 371417 I By The BSC Employee Fund VI, L.P. The 7% Convertible Secured Notes (the "Notes"), which were issued on 12/10/04 and 3/11/05, were automatically convertible on the date of the shareholders' approval, into Series A-4 Convertible Preferred Stock of the Issuer. The interest accrued on the Notes was added to the principal of the Notes, and the entire outstanding principal and accrued interest on the Notes was automatically converted into Series A-4 Convertible Preferred Stock. 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 Reporting Person 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 of Bear Stearns Asset Management Inc., the Managing Member of Constellation Ventures Management II, L.L.C. 2005-06-29 -----END PRIVACY-ENHANCED MESSAGE-----