SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: August 5, 2002
(Date of earliest event reported)
SANDATA TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in charter)
Delaware 0-14401 11-2841799
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
26 Harbor Park Drive, Port Washington, New York 11050
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code (516) 484-4400
Item 5. Other Events
On August 5, 2002 Sandata Technologies, Inc. (the "Company") issued a press
release announcing that the Company had received a proposal to engage in a going
private transaction with an investor group led by Bert E. Brodsky, Chief
Executive Officer of the Company. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.
Exhibits
99. Press Release dated August 5, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: August 6, 2002
SANDATA TECHNOLOGIES, INC.
By: /s/ Gary Stoller
Gary Stoller, Executive
Vice President
EXHIBITS
Exhibit
Number Description of Exhibit
99 Press Release dated August 5, 2002
FOR IMMEDIATE RELEASE CONTACT:
Bert Brodsky
Chairman
Sandata Technologies, Inc.
(516) 484-4400, X200
bbrodsky@sandata.com
Sandata Technologies Receives Merger Proposal
PORT WASHINGTON, N.Y. - August 5, 2002 - Sandata Technologies, Inc.
(Nasdaq: SAND) (the "Company") today announced it has received a proposal to
engage in a going private transaction. The proposed transaction is anticipated
to be in the form of a merger with an entity owned by an investor group to be
led by Bert E. Brodsky, the Company's Chief Executive Officer. Pursuant to the
proposal, the Company's shareholders (other than Mr. Brodsky and certain
affiliates) would receive $1.50 per share of Common Stock of the Company (the
"Shares"), in cash. The proposal may be amended, modified or supplemented at any
time.
The Board of Directors has appointed a Special Committee (the "Committee"),
comprised of Ronald Fish and Martin Bernard, to review the proposed transaction.
The Committee has retained Brean Murray & Co., Inc. as its financial advisor.
The proposed transaction would result in the acquisition of all of the
outstanding Shares of the Company other than the shares owned by Mr. Brodsky and
certain affiliated shareholders. The final terms of any acquisition will be
based on negotiations between the acquirer and the Committee. The proposed
acquisition will be subject to, among other things, (1) the negotiation,
execution, and delivery of a definitive agreement, (2) approval of the proposed
transaction by the Committee, the full Board of Directors and the Company's
shareholders, (3) receipt of a fairness opinion by the Committee, (4) applicable
regulatory approval, and (5) obtaining any necessary third-party consents or
waivers. There can be no assurance that a definitive merger agreement will be
executed and delivered, or that the proposed transaction will be consummated.
The proposed acquisition may only be completed in accordance with
applicable state and federal laws including the Securities Act of 1933, as
amended, and the Securities Exchange Act of 1934, as amended. This press release
shall not constitute an offer or a solicitation of an offer to buy any
securities.
The Company is a leading provider of advanced Information Technology (IT)
solutions for payroll and billing, electronic time and attendance services and
IT support services.
Forward Looking Statements - This press release contains forward-looking
statements which involve known and unknown risks and uncertainties or other
factors that may cause actual results, performance or achievements to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. When used herein, the
words "may", "could", "will", "believes", "anticipates", "expects" and similar
expressions identify forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995. For a discussion of such risks
and uncertainties, including but not limited to those discussed above in this
press release, as well as risks relating to developments in and regulation of
the health-care industry, new technology developments, competitive bidding,
risks and uncertainties associated with the Internet and Internet-related
products, and other factors, readers are urged to carefully review and consider
various disclosures made by the Company in its Annual Report on Form 10K-SB for
the most recently completed fiscal year and other Securities and Exchange
Commission filings.
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