SEC Company Response from MTM Technologies, Inc. (CIK 0000906282) — Apr 8, 2005
MTM Technologies, Inc. (CIK 0000906282)
Date: April 8, 2005 · CIK: 0000906282 · Accession: 0000950120-05-000270
AI Filing Summary & Sentiment
Referenced dates: March 17, 2005
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THELEN REID & PRIEST LLP
Attorneys at Law
------------------------
875 Third Avenue
New York, NY 10022-6225
Tel. 212.603.2000
Fax 212.603.2001
www.thelenreid.com
April 8, 2005
VIA EDGAR
Securities and Exchange Commission
450 Fifth Street, NW
Washington, DC 20549
Dear Sirs and Madams:
On behalf of our client, MTM Technologies, Inc. (the "Company"), we are
transmitting herewith a revised Proxy Statement of the Company.
The accompanying revised Proxy Statement incorporates changes made in
response to comments of the staff of the Securities and Exchange Commission (the
"Staff") contained in the letter of Mark P. Shuman, Branch Chief - Legal, dated
March 17, 2005 (the "Comment Letter"), as well as other changes to reflect the
closing of a recent transaction.
The Company's response to the Comment Letter (numbered in accordance with
the numbering sequence contain in the Comment Letter) is as follows:
1. Instruction 1 to Item 13 provides, among other things, that notwithstanding
the provision of Item 13, any or all of the information required by
paragraph (a) of Item 13, not material for the exercise of prudent judgment
in regard to the matter to be acted upon may be omitted. Instruction 1 to
Item 13 further provides that the information is not deemed material where
the matter to be acted upon is the authorization of preferred stock for
issuance for cash in an amount constituting fair value. As (i) the
preferred stock that is the subject of the Proxy Statement is being issued
for cash in an amount constituting fair value, as determined by an
independent committee of the Board of Directors with the assistance of
Libra Securities, LLC who issued a fairness opinion as summarized in the
Proxy Statement, and (ii) the Company has determined that providing
financial statements is not required for the exercise of prudent judgment
in regard to the matter to be acted upon, no financial statements have been
provided.
2. We have revised the Proxy Statement in accordance with your comments.
Kindly direct any comments you may have regarding the revised Proxy
Statement to the undersigned (direct dial: (212) 603-2361; fax: (212) 829-2078).
Thank you for your attention to this matter.
Kind Regards,
/s/ Tammy Fudem
Tammy Fudem
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