UNITED
STATES
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 (Date of earliest event reported): January
14, 2010
Synergx
Systems Inc.
(Exact
name of registrant as specified in its charter)
| Delaware | 11-2941299 |
| (State or other jurisdiction of incorporation) | (I.R.S. Employer Identification No.) |
| 209 Lafayette Drive, Syosset, New York | 11791 |
| (Address of principal executive offices) | (Zip code) |
Issuer's
telephone number: (516)
433-4700
Not
Applicable
(Former
Name or Former Address, If Changed Since Last Report)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following
provisions (see General
Instruction A.2. below):
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o
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Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
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o
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Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
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o
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Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b))
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Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c))
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Item
8.01 Other Items.
As
reported in the Form 10-K for the fiscal year ended September 30, 2009 filed by
Synergx Systems Inc. (the “Company”), in October 2009, with consideration to the
Company’s working capital requirements, our Board of Directors formed a Special
Committee of independent outside directors to explore and consider various
strategic alternatives including proposals for additional debt or the issuance
of additional equity capital, the sale of one or more of the Company’s lines of
business or the sale of the Company in an effort to enhance stockholder value.
The Special Committee is authorized to negotiate on behalf of the Board of
Directors and to consider, pursue and accept or reject any proposals received,
subject to required stockholder approval and other terms that the Special
Committee determines. The Special Committee’s members include Harris
Epstein and Ronald P. Fetzer. The Special Committee has retained Ladenburg
Thalmann as its independent financial advisor to assist it in its evaluation of
strategic alternatives. The Special Committee has also retained independent
legal counsel. There is no assurance that the Special Committee will procure or
receive offers for a strategic alternative to address the Company’s capital
needs, and if it does, that an agreement for a transaction will be reached,
approved or consummated. The Company does not intend to provide ongoing
disclosure with respect to the progress of its work unless a definitive
agreement is approved and executed, or unless the Company believes disclosure is
otherwise appropriate.
The
following information was reported in a beneficial ownership report on Schedule
13D filed on January 14, 2010 by Firecom, Inc.:
On
December 30, 2009, the Reporting Persons informed the Special Committee of the
Issuer’s Board of Directors (the “Special Committee”) that Firecom was proposing
a negotiated merger transaction to acquire all of the outstanding shares of the
Issuer’s Common Stock not currently owned by Firecom.
On
January 6, 2010, at a meeting between the members of the Special Committee and
the officers of Firecom, and their respective representatives, Firecom proposed
a merger (the “Merger”) of a newly-formed wholly-owned subsidiary of Firecom
with and into the Issuer pursuant to a Merger Agreement in the form presented by
Firecom. As a result of negotiation with the Special Committee
and subject to the conditions referred to below, upon the effectiveness of
the Merger, the Issuer’s stockholders (other than Firecom and any stockholders
of the Issuer who properly exercise appraisal rights under Delaware law) would
receive $0.60 in cash for each share of the Issuer’s Common Stock.
The
Merger would be subject to the negotiation and execution of a mutually
satisfactory Merger Agreement, which would contain customary covenants and
closing conditions, including the Special Committee receiving a “fairness”
opinion from an independent investment banker, the Issuer having a period of
time during which it could solicit takeover proposals from third parties, and
approval of the Merger Agreement by vote of holders of a majority of the
outstanding shares of Common Stock at a special meeting to be called and held
after clearance by the staff of the Securities and Exchange Commission (the
“SEC”) of the requisite proxy material and related filings.
Assuming
the Merger is completed, the Issuer would be a privately-held
corporation. There would not be any public market for the Issuer’s
Common Stock nor any price quotations with respect to sales prices of the
Issuer’s Common Stock in the public market, and the Reporting Persons would
cause the Issuer to seek the termination of the registration of the
Issuer’s Common Stock under the federal securities laws, whereby the Issuer will
no longer be required to file periodic reports with the SEC.
SIGNATURES
Pursuant
to the requirements of Section 13 or 15(d) of the Securities Exchange Act of
1934, the Company has duly caused this Report to be signed on its behalf by the
undersigned, thereunto duly authorized.
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SYNERGX SYSTEMS INC.
(Registrant)
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Dated:
January 14, 2010
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By:
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/s/ John A. Poserina | |
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John
A. Poserina,
Chief
Financial Officer, Treasurer, Secretary,
Vice
President and Director
(Principal
Accounting and Financial Officer)
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