UNITED
STATES
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
SCHEDULE
13D/A
Under
the Securities Exchange Act of 1934
(Amendment
No. 3)*
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:
Bruce
A. Rich, Esq.
Thelen
Reid Brown Raysman and Steiner LLP
875
Third Avenue
New
York, New York 10022
(212)
603-6775
(Name,
Address, and Telephone Number of Person Authorized to
Receive
Notices and Communications)
|
June 10, 2008
|
|
(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), 13d-1(f) or 13d-1(g), check the
following box. /_/
Note: Schedules
filed in paper format shall include a signed original and five copies of the
schedule, including all exhibits. See Rule 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
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).
|
CUSIP
No. 87160C106
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
Firecom,
Inc.
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) ý
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS WC
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e)
o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York, United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
THE
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING
POWER
|
1,578,012
|
|
8
|
SHARED
VOTING
POWER
|
0
|
|
9
|
SOLE
DISPOSITIVE
POWER
|
1,578,012
|
|
10
|
SHARED
DISPOSITIVE
POWER
|
0
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
|
1,578,012
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN
ROW
(11) 30.28
%*
|
|
14
|
TYPE
OF REPORTING PERSON
|
CO
|
* Based
on 5,210,950 shares of Common Stock outstanding as of May 15, 2008, as reported
in the Issuer's Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2008.
|
CUSIP
No. 87160C106
|
|
1
|
NAME
OF REPORTING PERSONS
I.R.S.
IDENTIFICATION NO. OF ABOVE PERSON
|
Paul
Mendez
|
|
2
|
CHECK
THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) o
(b) ý
|
|
3
|
SEC
USE ONLY
|
|
4
|
SOURCE
OF FUNDS
AF
|
|
5
|
CHECK
BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d)
or 2(e) o
|
|
6
|
CITIZENSHIP
OR PLACE OF ORGANIZATION
New
York, United States of America
|
|
NUMBER
OF
SHARES
BENEFICIALLY
OWNED
BY
THE
REPORTING
PERSON
WITH
|
7
|
SOLE
VOTING
POWER
|
0
|
|
8
|
SHARED
VOTING
POWER
|
1,578,012
|
|
9
|
SOLE
DISPOSITIVE
POWER
|
0
|
|
10
|
SHARED
DISPOSITIVE
POWER
|
1,578,012
|
|
11
|
AGGREGATE
AMOUNT BENEFICIALLY OWNED BY THE REPORTING PERSON
|
1,578,012
|
|
12
|
CHECK
BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES
|
o
|
|
13
|
PERCENT
OF CLASS REPRESENTED BY AMOUNT
IN
ROW
(11) 30.28%*
|
|
14
|
TYPE
OF REPORTING PERSON
|
IN
|
* Based
on 5,210,950 shares of common stock outstanding as of May 15, 2008, as reported
in the Issuer’s Quarterly Report on Form 10-QSB for the fiscal quarter ended
March 31, 2008.
Item
1. Security and
Issuer.
This Amendment No. 3 (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 Items 3, 4, 5 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 and Amendment No. 2 filed on
January 25, 2007 (the initial Schedule 13D and together with the
Amendments, the “Statement”). The Statement relates to shares of the
common stock, par value $0.001 per share (the “Shares”), 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
3.
|
Source
and Amount of Funds or Other
Consideration
|
On June 10, 2008, Firecom purchased
225,468 Shares of the Issuer from Daniel S. Tamkin (“Tamkin”), at $2.75 a share,
for a total purchase price of $620,037, using its working capital to pay the
purchase price.
Item 4 of the Statement is amended and
restated in its entirety as follows:
The Reporting Persons acquired
beneficial ownership of the 225,468 Shares to which this Amendment relates upon
exercise by Tamkin of a put option granted to him under a Put Option Agreement,
dated January 18, 2007, between Firecom and Tamkin. Related to this
Share acquisition, Tamkin resigned as CEO and a director of the Issuer and Mr.
Mendez was elected CEO, President and a director of the Issuer. Reference
is made to Forms 8-K filed by the Issuer for an event of June 2, 2008 for
information about Tamkin's resignation and for an event of June 10, 2008 for
information about Mr. Mendez's relationship with the Issuer.
Firecom holds its Shares for investment
purposes. The Reporting Persons routinely monitor the performance of
their investments in the Issuer and accordingly intend to continuously evaluate
the Issuer’s business, financial condition, operating results, capital
structure, management, stock market performance, competitive outlook and other
relevant factors. Depending on such evaluations, the Reporting
Persons may, at any time and from time to time, purchase additional Shares or
may dispose of any and all Shares held by them.
As part of such evaluations, the
Reporting Persons have and may in the future seek the views of, hold active
discussions with and respond to inquiries from members of the Board, officers or
representatives of the Issuer, stockholders of the Issuer, and other persons
regarding the Issuer’s affairs and strategic alternatives. Peter
Bartoz, a director of the Issuer, also serves as a director of
Firecom.
The Reporting Persons do not have any
present plans or proposals that relate to or would result in any of the actions
specified in clauses (a) through (j) of the instructions to Item 4 of Schedule
13D. The Reporting Persons reserve the right to formulate plans or
make proposals, and take such action with respect to their investment in the
Issuer, including any or all of the items set forth in paragraphs (a) through
(j) of Item 4 of Schedule 13D and any other actions, as they may
determine.
The Reporting Persons and Issuer are
subject to Section 203 of the Delaware General Corporation Law (“Section 203”),
regarding proposals or business combinations with Issuer. Pursuant to Section
203, there are restrictions on Reporting Persons engaging in a business
combination with Issuer until January 24, 2010.
|
Item
5.
|
Interest
in Securities of the Issuer.
|
Item 5 of the Statement is amended as
follows:
(a) The
Reporting Persons aggregately beneficially own 1,578,012 Shares, or 30.28% of
the outstanding Shares of the Issuer, based upon 5,210,950 Shares outstanding as
of May 15, 2008, as reported to the SEC on Form 10-QSB of the Issuer, for the
fiscal quarter ended March 31, 2008.
(b)
Firecom has sole voting power over 1,578,012 Shares of the
Issuer. Firecom has sole dispositive power over these
Shares.
Mr.
Mendez is the Chairman of the Board of Directors and controlling shareholder of
Firecom, and for purposes of Rule 13d-3 may be deemed the beneficial owner of
the Shares deemed to be beneficially owned by Firecom. Mr. Mendez has
shared voting power over 1,578,012 Shares of the Issuer and he has shared
dispositive power over 1,578,012 Shares. Mr. Mendez disclaims any
economic interest or beneficial ownership of these Shares.
(c)
Firecom effected the following transaction in the Shares during the past 60
days, all of which was purchased from Tamkin upon the closing from escrow of a
Purchase and Sale Agreement, dated as of June 4, 2008.
|
Date
|
Amount
of Shares Purchased
|
Price
Per Share
|
|
06/10/08
|
225,468
|
$2.75
|
Item
6. Contracts,
Agreements, Understandings or Relationships with Respect to Securities of the
Issuer
3.1 Purchase and Sale
Agreement, dated as of June 4, 2008, between Firecom and Tamkin.
3.2 Escrow Letter
Agreement, dated as of June 5, 2008, among Firecom, Tamkin and Dolgenos Newman
& Cronin LLP (escrow agent).
SIGNATURE
After
reasonable inquiry and to the best of my knowledge and belief, I certify that
the information set forth in this statement is true, complete, and
correct.
Date: June
10, 2008
|
|
FIRECOM,
INC.
|
|
|
|
By:
|
/s/
Paul Mendez
|
|
|
|
Name:
|
Paul
Mendez
|
|
|
|
Title:
|
President
|
|
|
|
|
|
|
|
|
/s/
Paul Mendez
|
|
|
|
Paul
Mendez
|
|
Exhibit
3.1
PURCHASE AND SALE
AGREEMENT
AGREEMENT, dated as of June 4, 2008,
between FIRECOM, INC., a New York corporation (“Purchaser”), and
DANIEL S. TAMKIN (“Seller”).
WHEREAS, pursuant to a Put Option
Agreement, dated January 18, 2007 (the “Put Agreement”),
between Purchaser and Seller, Purchaser granted to Seller a put option (the
“Option”) to
require Purchaser to purchase 225,468 shares (the “Put Shares”) of
Common Stock of Synergx Systems Inc., a Delaware corporation (“Synergx”), owned by
Seller at an exercise price of $2.75 per Put Share (the “Option
Price”);
WHEREAS, Seller, in accordance with the
Put Agreement, has delivered to Purchaser a notice of exercise of the Option
with respect to all of the Put Shares; and
WHEREAS, Purchaser and Seller desire to
set forth the terms and conditions of the sale by Seller to Purchaser, and the
purchase by Purchaser from Seller, of the Put Shares.
NOW, THEREFORE, in consideration of the
mutual covenants and promises herein, the parties hereto agree as
follows:
1. Purchase and
Sale. Subject to the terms and conditions herein, Purchaser
hereby purchases the Put Shares from Seller, and Seller hereby sells the Put
Shares to Purchaser, at the Option Price, or an aggregate purchase price of
$620,037 (the “Purchase Price”).
2. Deliveries. Seller
hereby delivers to Dolgenos Newman & Cronin LLP (the “Escrow Agent”) four
(4) certificates for the aggregate Put Shares, together with a duly executed
stock power to Purchaser, and Purchaser hereby has arranged for the wire
transfer of the Purchase Price to a bank account designated by the Escrow Agent,
all to be held by the Escrow Agent for disbursement and delivery pursuant to an
Escrow Agreement, dated the date hereof, among Purchaser, Seller and the Escrow
Agent.
3. Representations of
Seller. Seller hereby represents and warrants to Purchaser as
follows:
(a) Seller has full power,
authority and capacity to execute and deliver this Agreement and to sell the Put
Shares. This Agreement is the valid and binding obligation of Seller,
enforceable in accordance with its terms.
(b) Seller is direct, record
and beneficial owner of the Put Shares, free and clear of any claim, lien,
charge, security interest, encumbrance or restriction of any kind or nature
whatsoever other than restriction on resale under the Securities Act of 1933, as
amended (the “Securities Act”), and
upon transfer thereto to Purchaser pursuant to this Agreement, Purchaser will
receive good and marketable title to the Put Shares free and
clear of
any claim, lien, charge, security interest, encumbrance or restriction of any
kind or nature whatsoever other than restriction on resale under the Securities
Act. The stock certificates and stock powers delivered by Seller in
accordance with Section 2 hereof are in sufficient form for the transfer agent
for the Synergx Common Stock to issue a new stock for the Put Shares in the name
of Purchaser.
(c) The sale of the Put
Shares pursuant to this Agreement does not breach or violate, or cause a breach
or violation of, any agreement or covenant to which Seller is a party or may be
bound.
(d) Seller has not granted,
or agreed to grant, any proxy, voting right, purchase interest, option or other
right or agreement that is presently outstanding with respect to the Put Shares,
other than the Put Agreement.
(e) Seller has served as
Chairman of the Board and Chief Executive Officer of
Synergx
and is familiar with its current and proposed operations, capitalization and
financial condition. Seller has voluntarily exercised the
Option.
4. Representations of
Purchaser. Purchaser hereby represents and warrants to Seller
as follows:
(a) Purchaser has full
power, authority and capacity to execute and deliver this Agreement and to
purchase the Put Shares, and this Agreement is the valid and binding of
Purchaser, enforceable in accordance with its terms.
(b) Purchaser understands
the restrictions on resale or other transfer of the Put Shares under the
Securities Act.
(c) Purchaser is
familiar with the current and proposed operation, capitalization and financial
condition of Synergx.
5. Release. (a) In
consideration of Purchaser’s agreements herein, Seller, on behalf or himself,
his heirs and administrators and anyone else claiming by, through or under
Seller, hereby irrevocably releases and fully discharges Purchaser and its
officers, directors, stockholders and agents (collectively, the “Purchaser Releasees”)
of and from any and all claims, actions, agreements, promises, liabilities and
expenses (including reasonable attorneys’ fees) of every kind and nature
whatsoever, whether direct or indirect, known or unknown, in law or equity,
which Seller ever had, now has or may have in the future against Purchaser or
any other Purchaser Releasee from the beginning of this world until the date of
this Agreement, including, without limitation, all claims by reason of or
arising out the Put Agreement or the sale of the Put Shares provided for in this
Agreement; provided, however, that Seller is not releasing Purchaser from any
obligations of Purchaser under this Agreement.
(b) In consideration of
Seller’s agreements herein, Purchaser, on behalf of itself and its successors
and assigns and anyone else claiming by, through or under Purchaser, hereby
irrevocably releases and fully discharges Seller and his heirs, administrators
and agents (collectively, the “Seller Releasees”) of
and from any and all claims, actions, agreements, promises, liabilities and
expenses (including reasonable attorneys’ fees) of every kind and nature
whatsoever, whether direct or indirect, known or unknown, in law or equity,
which Purchaser ever had, now has or may have in the future against Seller or
any other Seller Releasee from the beginning of this world until the date of
this Agreement or the purchase of the Put Shares provided for in this Agreement;
provided, however, that Purchaser is not releasing Seller from any obligations
of Seller under this Agreement.
6. Miscellaneous.
(a) This Agreement sets
forth the entire agreement between the parties hereto as to the subject matter
herein, and cannot be amended, modified or terminated except by an agreement in
writing executed by the parties hereto.
(b) This Agreement shall be
binding upon and inure to the benefit of the parties hereto, and their
respective heirs, administrators, successors and assigns.
(c) This Agreement shall be
governed and construed in accordance with the laws of the State of New York,
without giving effect to conflicts of laws principles.
(d) Each party hereto
agrees, upon the reasonable request and expense of the other party, to take such
actions and to execute such other documents as necessary to give effect to the
agreements herein.
(e) This Agreement may be
executed in counterparts, each of which shall be deemed an original, and all of
which shall constitute a single instrument.
IN WITNESS WHEREOF, the parties have
executed this Agreement as of the date first above written.
|
|
FIRECOM,
INC.
|
|
|
By:
|
/s/ Paul Mendez
|
|
|
|
Paul
Mendez, President
|
|
|
|
|
|
|
/s/ Daniel S. Tamkin
|
|
|
DANIEL
S. TAMKIN
|
Exhibit
3.2
Dolgenos
Newman & Cronin LLP
271
Madison Avenue
New York,
NY 10016
Attn: Dennis
P. McConnell, Esq.
Gentlemen:
This letter will serve to confirm the
agreement whereby you, Dolgenos Newman & Cronin LLP (the “Agent”), are to serve
as escrow agent with respect to the closing deliveries to be made by Firecom,
Inc., a New York corporation (“Firecom”), and Daniel
S. Tamkin (“Tamkin”), pursuant to
a Purchase and Sale Agreement, dated the date hereof, between them (the “Purchase
Agreement”).
1. Escrow
Documents. Firecom hereby delivers $620,037 (the “Escrow Funds”) by
wire transfer to to the Agent, and Tamkin hereby delivers four stock
certificates aggregating 225,468 shares of Common Stock of Synergx Systems Inc.,
a Delaware corporation (“Synergx”), each of which with a duly executed stock
power endorsed to Firecom in form for transfer to Firecom (collectively, the
“Escrow
Certificates”). Upon receipt of the Escrow Funds and the
Escrow Certificates (collectively, the “Escrow Documents”),
the Agent shall hold, deal with and dispose of the Escrow Documents for the
benefit of Firecom and Tamkin in accordance with this letter
agreement.
2. Escrow Funds. The
Agent shall deposit the Escrow Funds in a separate bank escrow account where it
maintains escrow funds for its clients. If the bank account is
interest bearing, any interest earned on the Escrow Funds shall be deemed part
of the “Escrow Funds” for all purposes hereunder. The Agent shall
notify Firecom of the identity of the bank escrow account.
3. Disbursement (a) In
the event that by noon (local time) on June 10, 2008 the Agent has not received
written notice from Firecom (the “Section 3(a) Notice”) as to any
of the following: (i) the severance arrangement between Tamkin and Synergx has
not become effective, (ii) Tamkin has not unconditionally resigned as a director
and CEO of Synergx or (iii) Tamkin has sought to rescind or terminate the
Purchase Agreement, the Agent shall disburse the Escrow Funds to Tamkin and
deliver the Escrow Certificates to Firecom. Firecom shall send the
Section 3(a) Notice to Tamkin and his counsel simultaneously with sending such
Notice to the Agent.
(b) In the event that
Firecom timely sent the Section 3(a) Notice and in the event that by noon (local
time) on June 11, 2008 the Agent has not received written notice (the “Tamkin Dispute
Notice”) fromTamkin or his counsel disputing the grounds stated in
Section 3(a) Notice, the Agent shall disburse the Escrow Funds to Firecom and
deliver the Escrow Certificates to Tamkin. Tamkin shall send the
Tamkin Dispute Notice, together with specification of the dispute, to Firecom
simultaneously with sending such Notice to the Agent.
(c) In the event that Tamkin
timely sent the Tamkin Dispute Notice and within five (5) business days
thereafter he fails to institute an interpleader or other action with respect to
the Escrow Documents in a court of competent jurisdiction (the “Action”), the Agent
shall disburse the Escrow Funds to Firecom and deliver the Escrow Certificates
to Tamkin.
(d) In the event Tamkin
timely institutes the Action, the Agent shall continue to hold the Escrow
Documents pending direction from the court or joint instructions from Firecom
and Tamkin. The prevailing party as between Firecom and Tamkin in any
Action shall be reimbursed by the other party for all of the prevailing party’s
costs (including reasonable attorney’s fees) related to the Action.
(e) Upon the Agent
disbursing and delivering the Escrow Documents pursuant to this Section 3, the
escrow arrangement hereunder and this letter agreement shall
terminate.
4. Agent’s
Duties. The Agent shall have no duties with respect to the
escrow arrangement herein except those expressly set forth
herein. The Agent shall be protected in acting upon any document or
certificate which it in good faith and in fulfillment of its fiduciary
obligations believes to be valid and to have been signed or presented by a
proper person. The Agent has represented to Firecom that Tamkin is of
counsel to the Agent. In the event of a dispute under this letter
agreement, the Agent acknowledges that it will not represent
Tamkin. The Agent shall not be liable for any action taken or omitted
to be taken in the performance of its duties hereunder, except in case of its
willful misconduct, breach of fiduciary duty or gross negligence. In
the event the Agent shall be uncertain of its duties hereunder or believe
instructions it receives are in conflict with this letter agreement, the Agent
may apply to a court of competent jurisdiction for instruction, including
commencement of an interpleader action as to the Escrow
Documents. The Agent may resign at any time upon thirty (30) days
notice to Firecom and Tamkin, and upon the effectiveness of such resignation the
Agent shall deliver the Escrow Documents as instructed by Firecom and
Tamkin.
5. Miscellaneous. (a) This
letter agreement sets forth the entire agreement among the parties hereto with
respect to the subject matter herein, and cannot be amended, modified or
terminated except by an instrument in writing executed by the parties
hereto.
(b) This
letter agreement shall be governed by and construed in accordance with the laws
of the State of New York, without giving effect to conflicts of laws
principles.
(c) Any
notice to be hereunder shall be in writing and delivered either by hand or by
recognized overnight courier or by email or facsimile, as follows:
If to Firecom:
Firecom Inc.
39-27 59th
Street
Woodside, NY 11377
Attn: Paul Mendez,
President
Fax: (718)
899-1932
pmendez@firecominc.com
with a copy to:
Thelen Reid Brown Raysman &
Steiner LLP
875 Third Avenue
New York, NY 10022
Attn. Bruce A. Rich,
Esq
Fax: (212)
603-2001
brich@thelen.com
If to Tamkin:
Daniel S. Tamkin
327 Abbey Road
Manhasset, NY 11030
Fax:
[email]
with a copy to:
Michael G. Berger, Esq
250 Park Avenue
New York, NY 10177
Fax: (212) 963-6008
mberger@mgberger.com
If to Agent:
Dolgenos Newman & Cronin
LLP
271 Madison Avenue
New York, NY 10016
Attn: Dennis P.
McConnell, Esq
Fax: (212)
925-0690
dmcconnell@dnclaw.com
or to
such other address as any party hereto may hereafter duly give to the other
parties hereto. Any notice which is hand delivered in the manner
provided herein shall be deemed to have been received by the party to whom it is
directed upon actual receipt by such party, and any notice which is sent by
facsimile or email to the address specified herein shall be deemed to have been
received by the party to whom it is directed upon the sending party’s receiving
a facsimile confirmation of receipt or upon the sending party receiving
electronic confirmation that the email was duly sent, respectively.
(d) This
letter agreement shall be binding upon and inure to the benefit of the parties
hereto, and their respective heirs, administrators, successors and
assigns.
Please confirm your agreement to the
escrow arrangement set forth herein by executing and returning to each of the
undersigned a duplicative copy of this letter agreement; you may retain the
original for your files.
|
|
Very
truly yours.
|
|
|
FIRECOM,
INC.
|
|
|
By:
|
/s/ Paul Mendez
|
|
|
|
Paul
Mendez, President
|
|
|
|
|
|
|
/s/ Daniel S. Tamkin
|
|
|
Daniel
S. Tamkin
|
AGREED TO
THIS __ DAY
OF JUNE,
2008
|
DOLGENOS
NEWMAN & CRONIN LLP
|
|
|
By:
|
/s/ Dennis P. McConnell
|
|
|
|
Dennis
P. McConnell, Partner
|
|