SEC Comment Letter for MTM Technologies, Inc. (CIK 0000906282) — Mar 19, 2005
MTM Technologies, Inc. (CIK 0000906282)
Date: March 19, 2005 · CIK: 0000906282 · Accession: 0000000000-05-012920
AI Filing Summary & Sentiment
Letter
March 17, 2005 Via Facsimile & U.S. Mail (203) 975-3701 Francis J. Alfano Chief Executive Officer MTM Technologies, Inc. 850 Canal Street Stamford, CT 06902
RE: MTM Technologies, Inc. Preliminary Proxy Statement on Schedule 14A Filed February 8, 2005 Revised Preliminary Proxy Statement on Schedule 14A Filed February 10, 2005 File No. 0-22122
Dear Mr. Alfano:
As discussed with your General Counsel, John Kohler, this letter is to advise you that we have limited our review of the above proxy statement to matters raised in the comments below.
Proposal 1 1. It appears the conversion of the Series A-4 and A-5 Notes falls within Item 12 of Schedule 14A since you are seeking authorization for issuance of Series A-4 and A-5 Preferred Stock in exchange for outstanding Series A-4 and A-5 Notes. In this regard, please provide the information specified by paragraph (f) of Item 12, or provide us with your analysis as to why this information need not be provided.
Proposal Nos. 4 - 7 2. For each proposal, revise to clearly and succinctly explain the reasons why the board is recommending the approval of the proposal, as well as what will be the effects on shareholders if the proposal is approved. In this regard, we note the disclosure explaining the technical reasons why the proposal is being submitted for shareholder vote (e.g., where required under New York law), however, the board`s rational for supporting the proposal is unclear. Additionally, we note the disclosure of the "effects of a failure to adopt" each proposal, however, the effects on shareholders from adoption is unclear.
* * * *
No further review of the proxy statement has been or will be made. All persons who are by statute responsible for the adequacy and accuracy of the proxy statement are urged to be certain that all information required under the Exchange Act of 1934 has been included.
As appropriate, please amend your proxy statement and respond to these comments. You may wish to provide us with marked copies of the amendment to expedite our review. Please furnish a cover letter with your amendment that keys your responses to our comments and provides any requested supplemental information. Detailed cover letters greatly facilitate our review. Please file your cover letter on EDGAR. Please understand that we may have additional comments after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and adequacy of the disclosure in the filings reviewed by the staff to be certain that they have provided all information investors require. Since the company and its management are in possession of all facts relating to a company`s disclosure, they are responsible for the accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please provide, in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the disclosure in the filings; * staff comments or changes to disclosure in response to staff comments in the filings reviewed by the staff do not foreclose the Commission from taking any action with respect to the filing; and * the company may not assert staff comments as a defense in any proceeding initiated by the Commission or any person under the federal securities laws of the United States.
In addition, please be advised that the Division of Enforcement has access to all information you provide to the staff of the Division of Corporation Finance in our review of your filing or in response to our comments on your filing.
Please contact Robert Bell, Staff Attorney, at (202) 942- with any questions. If you need further assistance, you may contact me at (202) 942-1818. For additional assistance, you may also contact Barbara C. Jacobs, Assistant Director, at (202) 942-1800.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online
Services
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Mail Stop 4-6
March 17, 2005
Via Facsimile & U.S. Mail (203) 975-3701
Francis J. Alfano
Chief Executive Officer
MTM Technologies, Inc.
850 Canal Street
Stamford, CT 06902
RE: MTM Technologies, Inc.
Preliminary Proxy Statement on Schedule 14A
Filed February 8, 2005
Revised Preliminary Proxy Statement on Schedule 14A
Filed February 10, 2005
File No. 0-22122
Dear Mr. Alfano:
As discussed with your General Counsel, John Kohler, this
letter
is to advise you that we have limited our review of the above
proxy
statement to matters raised in the comments below.
Proposal 1
1. It appears the conversion of the Series A-4 and A-5 Notes falls
within Item 12 of Schedule 14A since you are seeking authorization
for issuance of Series A-4 and A-5 Preferred Stock in exchange for
outstanding Series A-4 and A-5 Notes. In this regard, please
provide
the information specified by paragraph (f) of Item 12, or provide
us
with your analysis as to why this information need not be
provided.
Proposal Nos. 4 - 7
2. For each proposal, revise to clearly and succinctly explain the
reasons why the board is recommending the approval of the
proposal,
as well as what will be the effects on shareholders if the
proposal
is approved. In this regard, we note the disclosure explaining
the
technical reasons why the proposal is being submitted for
shareholder
vote (e.g., where required under New York law), however, the
board`s
rational for supporting the proposal is unclear. Additionally, we
note the disclosure of the "effects of a failure to adopt" each
proposal, however, the effects on shareholders from adoption is
unclear.
* * * *
No further review of the proxy statement has been or will be
made. All persons who are by statute responsible for the adequacy
and accuracy of the proxy statement are urged to be certain that
all
information required under the Exchange Act of 1934 has been
included.
As appropriate, please amend your proxy statement and
respond
to these comments. You may wish to provide us with marked copies
of
the amendment to expedite our review. Please furnish a cover
letter
with your amendment that keys your responses to our comments and
provides any requested supplemental information. Detailed cover
letters greatly facilitate our review. Please file your cover
letter
on EDGAR. Please understand that we may have additional comments
after reviewing your amendment and responses to our comments.
We urge all persons who are responsible for the accuracy and
adequacy of the disclosure in the filings reviewed by the staff to
be
certain that they have provided all information investors require.
Since the company and its management are in possession of all
facts
relating to a company`s disclosure, they are responsible for the
accuracy and adequacy of the disclosures they have made.
In connection with responding to our comments, please
provide,
in writing, a statement from the company acknowledging that
* the company is responsible for the adequacy and accuracy of the
disclosure in the filings;
* staff comments or changes to disclosure in response to staff
comments in the filings reviewed by the staff do not foreclose the
Commission from taking any action with respect to the filing; and
* the company may not assert staff comments as a defense in any
proceeding initiated by the Commission or any person under the
federal securities laws of the United States.
In addition, please be advised that the Division of
Enforcement
has access to all information you provide to the staff of the
Division of Corporation Finance in our review of your filing or in
response to our comments on your filing.
Please contact Robert Bell, Staff Attorney, at (202) 942-
1953
with any questions. If you need further assistance, you may
contact
me at (202) 942-1818. For additional assistance, you may also
contact Barbara C. Jacobs, Assistant Director, at (202) 942-1800.
Sincerely,
Mark P. Shuman
Branch Chief - Legal
Office of Computers and Online
Services
??
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??
??
Mr. Francis J. Alfano
MTM Technologies, Inc.
Schedule 14A; 0-22122
March 17, 2005
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