zk1007776.htm
UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 5)
Synergx
Systems, Inc.
(Name of
Issuer)
Common
Stock, par value $0.001 per share
(Title of
Class of Securities)
87160C106
(CUSIP
Number)
Mr.
Paul Mendez
President,
Chief Executive Officer and Chairman of the Board of Directors
Firecom,
Inc.
39-27
59th
Street
Woodside,
New York 11377
(718)
899-6100
Copies
to:
Sharon
Rosen, Esq.
Carter
Ledyard & Milburn LLP
2
Wall Street, New York, New York 10005
(212)
732-3200
(Name,
Address and Telephone Number of Person Authorized
to
Receive Notices and Communications)
January
6, 2010
(Date of
Event which Requires Filing of this Statement)
If the
filing person has previously filed a statement on Schedule 13G to report the
acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), Rule 13d-1(f) or Rule 13d-1(g), check the
following box o
Note: Schedules filed in paper
format shall include a signed original and five copies of the schedule,
including all exhibits. See § 240.13d-7 for other parties to whom
copies are to be sent.
*The
remainder of this cover page shall be filled out for a reporting person’s
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The
information required on the remainder of this cover page shall not be deemed to
be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934
(“Act”) or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the
Notes).
| 1 |
NAME
OF REPORTING PERSON: Firecom, Inc. |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o
(b) T
|
| 3 |
SEC Use
Only
|
| 4 |
SOURCE
OF FUNDS: WC |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) or 2(e): o
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION: New York, United States |
| NUMBER
OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING
POWER: 2,068,012
Ordinary Shares |
| 8 |
SHARED
VOTING
POWER:
-0- Ordinary Shares |
| 9 |
SOLE
DISPOSITIVE
POWER:
2,068,012 Ordinary Shares |
| 10 |
SHARED
DISPOSITIVE
POWER: -0-
Ordinary Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,068,012
Ordinary Shares
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11):39.69%* |
| 14 |
TYPE
OF REPORTING PERSON: CO |
|
*
|
Based
on 5,210,950 shares of Common Stock of the Issuer outstanding as of
December 28, 2009, as reported in the Issuer’s Form 10-K for the fiscal
year ended September 30, 2009.
|
| 1 |
NAME
OF REPORTING PERSON: Paul Mendez |
| 2 |
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) o
(b) T
|
| 3 |
SEC Use
Only
|
| 4 |
SOURCE
OF FUNDS: AF |
| 5 |
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO
ITEMS
2(d) or 2(e): o
|
| 6 |
CITIZENSHIP
OR PLACE OF ORGANIZATION: New York, United States |
| NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY EACH
REPORTING
PERSON
WITH
|
7 |
SOLE
VOTING
POWER: -0-
Ordinary Shares |
| 8 |
SHARED
VOTING
POWER: 2,068,012
Ordinary Shares |
| 9 |
SOLE
DISPOSITIVE
POWER:
-0- Ordinary Shares |
| 10 |
SHARED
DISPOSITIVE POWER:
2,068,012 Ordinary Shares |
| 11 |
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,068,012
Ordinary Shares
|
| 12 |
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES o |
| 13 |
PERCENT
OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 39.69%* |
| 14 |
TYPE
OF REPORTING PERSON: IN |
|
*
|
Based
on 5,210,950 shares of Common Stock of the Issuer outstanding as of
December 28, 2009, as reported in the Issuer’s Form 10-K for the fiscal
year ended September 30, 2009.
|
Item
1. Security and
Issuer
This
Amendment No. 5 (the “Amendment”) 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 Item 4 and 6 of the initial Statement on
Schedule 13D filed by the Reporting Persons on April 25, 2006, Amendment No. 1
filed on May 10, 2006, Amendment No. 2 filed on January 25, 2007, Amendment No.
3 filed on June 11, 2008 and Amendment No. 4 filed on February 4, 2009
(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
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.
Item
7. Material to be Filed as
Exhibits.
Exhibit
A: Agreement between the Reporting Persons to jointly
file.
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:
January 13, 2010
| |
|
Firecom,
Inc.
Paul
Mendez
President
By:
/s/ Paul Mendez Paul
Mendez
|
|
EXHIBIT
A
AGREEMENT
Pursuant
to Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended, the
undersigned hereby agree that this Schedule 13D/A relating to the Common Stock ,
par value $0.001 per share, of Synergx Systems, Inc., as the same may be amended
from time to time hereafter, shall be filed with the Securities and Exchange
Commission on behalf of each of them.
Date:
January 13, 2010
| |
|
Firecom,
Inc.
Paul
Mendez
President
Paul
Mendez
|
|