SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
----------------
(AMENDMENT NO. 1)
TO
SCHEDULE 13E-3
(RULE 13E-100)
TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934 AND 13e-3 THEREUNDER
ECOMETRY CORPORATION
(Name of the Issuer)
ECOMETRY CORPORATION
SG MERGER CORP.
WILBURN W. SMITH
ALLAN J. GARDNER
(Name of Persons Filing Statement)
COMMON STOCK, $.01 PAR VALUE PER SHARE
(Title of Class of Securities)
27900H 10 6
(CUSIP Number of Class of Securities)
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Martin K. Weinbaum
Vice President - Finance, Chief Financial Officer and Treasurer
Ecometry Corporation
1615 South Congress Avenue
Delray Beach, Florida 33445-6368
Telephone: (561) 265-2700
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications on
Behalf of the Persons Filing Statement)
----------------
Copies to:
Bruce I. March, Esq. George Lloyd, Esq.
Akerman, Senterfitt & Eidson, P.A. Testa, Hurwitz & Thibeault, LLP
Las Olas Centre II Oliver Street Tower
350 East Las Olas Boulevard, Suite 1600 125 High Street
Fort Lauderdale, Florida 33301 Boston, Ma 02110
Telephone: (954) 463-2700 Telephone: (617) 248-7000
Facsimile: (954) 463-2224 Facsimile: (617) 248-7100
This statement is filed in connection with (check the appropriate box):
(a) [X] The filing of solicitation materials or an information
statement subject to Regulation 14A, Regulation 14C, or Rule
13e-3(c) under the Securities Exchange Act of 1934.
(b) [ ] The filing of a registration statement under the Securities
Act of 1933.
(c) [ ] A tender offer.
(d) [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction. [ ]
CALCULATION OF FILING FEE
================================================================================
Transaction Valuation $21,953,686.23* Amount of Filing Fee: $4,390.74**
================================================================================
* For purposes of calculating the fee only. The amount assumes the
conversion of 8,097,438 shares of Common Stock of Ecometry Corporation,
in the proposed merger, at $2.70 per share, and options to purchase
464,139 shares of Common Stock with an average exercise price of $2.505
per share.
** The amount of the filing fee calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934 equals 1/50th of 1% of the value of
the shares to be converted in the merger.
|X| Check box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement
number, or the Form or Schedule and the date of its filing.
Amount Previously Paid: $4,390.74 Filing Party: Ecometry Corporation
Form or Registration No.: Preliminary proxy statement Date Filed: November 15, 2001
INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on
Schedule 13E-3 (the "Schedule 13E-3" or the "Statement") relates to a Merger
Agreement, dated as of October 25, 2001 (as amended from time to time, the
"Merger Agreement"), among Ecometry Corporation, a Florida corporation
("Ecometry" or the "Company"), SG Merger Corp., a Florida corporation ("SG
Merger"), and, with respect to Section 5.2(c) thereof only, Wilburn W. Smith
and Allan J. Gardner, pursuant to which SG Merger will merge with and into
Ecometry (the "Merger"). This Schedule 13E-3 is being filed by Ecometry, SG
Merger and Wilburn W. Smith and Allan J. Gardner, the sole shareholders,
directors and officers of SG Merger, who are also shareholders, officers and
directors of Ecometry.
The following responses and cross-references are being supplied
pursuant to General Instructions F and G to Schedule 13E-3 and show the
locations in the Preliminary Proxy Statement on Schedule 14A (the "Proxy
Statement") filed by Ecometry with the Securities and Exchange Commission
(the "SEC") on December 31, 2001 (including all annexes and appendices thereto)
of the information required to be included in response to the items of this
Schedule 13E-3. The information set forth in the Proxy Statement, including all
exhibits thereto, is hereby expressly incorporated herein by reference and the
responses to each item of this Schedule 13E-3 are qualified in their entirety by
reference to the information contained in the Proxy Statement and the exhibits
thereto.
ITEM 16. EXHIBITS.
REGULATION M-A
ITEM 1016
(a)(2)(A) Preliminary proxy statement on Schedule 14A filed with the
SEC on December 31, 2001 and incorporated herein by reference.
(a)(2)(B) Press Release issued by Ecometry Corporation on October 25,
2001.*
(b) Not applicable.
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(c)(1) Opinion of Adams, Harkness & Hill, Inc. (incorporated by
reference to Annex B of the preliminary proxy statement filed with the SEC on
November 15, 2001).
(c)(2) Materials presented by Raymond James & Associates, Inc. to the
Board of Directors of Ecometry on July 25, 2001.*
(c)(3) Materials presented by Adams, Harkness & Hill, Inc. to the
Special Committee of the Board of Directors of Ecometry on October 24, 2001.*
(d)(1) Agreement and Plan of Merger, dated as of October 25, 2001,
between SG Merger, Ecometry and, with respect to Section 5.2(c) thereof only,
Wilburn W. Smith and Allan J. Gardner (incorporated by reference to Annex A of
the preliminary proxy statement filed with the SEC on November 15, 2001).
(d)(2) Letter Agreement dated November 8, 2001 between John Marrah and
Ecometry.*
(d)(3) Letter Agreement dated November 8, 2001 between Martin Weinbaum
and Ecometry.*
(e) - (h) Not applicable.
* Previously filed.
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SIGNATURES
After due inquiry and to the best of its or his knowledge and belief,
each of the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: January 2, 2002
ECOMETRY CORPORATION
By: /s/ John Marrah
-------------------------------------
Name: John Marrah
Title: President
SG MERGER CORP.
By: /s/ Wilburn W. Smith
-------------------------------------
Wilburn W. Smith
President
/s/ Wilburn W. Smith
-------------------------------------
Wilburn W. Smith
Individually
/s/ Allan J. Gardner
-------------------------------------
Allan J. Gardner
Individually
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