Item 1. Security and Issuer
This Amendment No. 7 is filed by Firecom, Inc., a New York corporation (“Firecom”), and Paul Mendez (“Mr. Mendez” and, together with Firecom, the “Reporting Persons”), pursuant to Rule 13d-2 of the Securities Exchange Act of 1934 and amends Items 4 and 6 of the initial Statement on Schedule 13D filed by the Reporting Persons on April 25, 2006, and Amendment No. 1 filed on May 10, 2006, Amendment No. 2 filed on January 25, 2007, Amendment No. 3 filed on June 11, 2008, Amendment No. 4 filed on February 4, 2009, Amendment No. 5 filed on January 14, 2010 and Amendment No. 6 filed on January 25, 2010 (the initial Schedule 13D and together with the Amendments, the “Statement”).
The Statement relates to the shares of common stock, par value $0.001 per share (the “Common Stock”), of Synergx Systems Inc., a Delaware corporation (the “Issuer”), whose principal executive offices are located at 209 Lafayette Drive, Syosset, New York 11791. The telephone number of the Issuer is (516) 433-4700.
Item 4. Purpose of Transaction.
ITEM 4 OF THE STATEMENT IS HEREBY AMENDED TO ADD THE FOLLOWING:
On March 19, 2010, the Issuer, Firecom and FCI Merger Corp., a Delaware corporation and newly-formed wholly-owned subsidiary of Firecom (the “Merger Sub”), entered into Amendment No. 1 (the “Amendment”) to their Agreement and Plan of Merger, dated as of January 22, 2010 (the “Merger Agreement”).
The Amendment changed the Merger Agreement in the following material respects:
-the merger consideration was increased to $0.70 in cash for each share of the Issuer’s Common Stock issued and outstanding immediately prior to the effective time of the merger (other than shares held by Firecom and the Merger Sub, shares held in treasury by the Issuer and shares held by stockholders of the Issuer who have properly exercised their appraisal rights under Delaware law);
-the outside date for completion of the merger was extended to June 30, 2010, giving either Firecom or the Issuer the right to terminate the Merger Agreement if the merger is not consummated by such date;
-Firecom is to place $500,000 into an escrow account to be held until the first to occur of: (i) the closing of the merger at which time the escrow funds shall be applied to the merger consideration, (ii) the termination of the Merger Agreement other than by reason of the failure to obtain stockholder approval at the meeting therefor at which time the escrow funds shall be returned to Firecom, subject to any right of the Issuer to be reimbursed for expenses, and (iii) the termination of the Merger Agreement by reason of the failure to obtain stockholder approval a the meeting therefor at which time the escrow funds shall be delivered to the Issuer. In addition, upon a third party Takeover Proposal being determined as a Superior Proposal, such third party must deposit $100,000 with the Issuer , by reason of costs incurred and to be incurred by it, and upon entering into an acquisition agreement with the Issuer the third party would have to deposit $400,000 pursuant to an escrow arrangement similar to the one that the Issuer had with Firecom;
-any party which may have been considered a “Solicited Party” during the “Solicitation Period” shall not any longer be considered to have such status for all purposes of the Merger Agreement; and
-the Issuer shall use its best efforts to have its bank extend a Forebearance Agreement to June 30, 2010.
Except as expressly provided for in the Amendment, the Merger Agreement remains in full force and effect.
The foregoing description of the Amendment and the transactions contemplated thereby do not purport to be complete and are subject to, and are qualified in their entirety by reference to, the full text of the Amendment, which is included as Exhibit A hereto and is incorporated by reference to this Item 4.
This Statement on Schedule 13D does not constitute the solicitation of an offer to buy any securities or a solicitation of any vote, proxy or approval. The Issuer is required to file with the SEC, and mail to stockholders of the Issuer, a proxy statement and other related documents with respect to the special meeting to vote upon the merger. The proxy statement and such other related documents that will be filed with the SEC should be read carefully and in their entirety when they become available because they will contain important information. Those documents will be sent to persons who are holders of record of the Common Stock as of the record date for the special meeting and will be available through the EDGAR website maintained by the SEC at http://www.sec.gov.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer
On March 19, 2010, the Issuer, Firecom and the Merger Sub entered into Amendment No. 1 to the Merger Agreement.
Item 7. Material to be Filed as Exhibits.
Exhibit A: Amendment No. 1, dated as of March 19, 2010, to the Agreement and Plan of Merger, dated January 22, 2010, among Synergx Systems, Inc., Firecom, Inc. and FCI Merger Corp.
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.
Date: March 19, 2010
| | Firecom, Inc. | |
| | | | |
| /s/ Jeffrey Cohen | |
| | By: | Jeffrey Cohen | |
| | Title: | Vice President, Finance | |
| | | | |
| /s/ Paul Mendez | |
| | Paul Mendez | |
| | | | |
