SCHEDULE 14A
(Rule 14a-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
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Securities Exchange Act of 1934
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SANDATA TECHNOLOGIES, INC.
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement, if other than the Registrant)
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(1) Amount previously paid: $258
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(2) Form, Schedule or Registration Statement No.: Schedule 14A
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(3) Filing Party: Sandata Technologies, Inc.
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(4) Date Filed: November 15, 2002
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Sandata Technologies Enters Stipulation of Settlement with Stockholders
Port Washington, NY, January 27, 2003 - Sandata Technologies, Inc. (NASDAQ:
SAND) announced today that it has executed a Stipulation of Settlement among
Sandata, the members of its Board of Directors and the plaintiffs in two
purported class action lawsuits styled Seitler v. Sandata Technologies, Inc., et
al. Civil Action No. 19886-NC, and Yetzer v. Sandata Technologies, Inc., et al.
Civil Action No. 19903-NC. The lawsuits, which were consolidated pursuant to an
Order of Consolidation entered on October 22, 2002 by the Court of Chancery of
the State of Delaware, allege that the defendants breached their fiduciary
duties to Sandata and its public stockholders in connection with Sandata
Acquisition Corp.'s August 5, 2002 proposal to acquire all of the outstanding
public shares of Sandata. The consolidated actions also allege, among other
things, that the directors serving on the Special Committee of the Board of
Directors of Sandata are not independent and that the consideration to be
received under Sandata Acquisition Corp.'s proposal is inadequate.
The Stipulation of Settlement provides generally for the dismissal of the
consolidated actions and release of any and all causes of action or claims,
among other things, that any of the plaintiffs or members of the class have
against any defendant or their affiliates, including, among others, any of their
associates, officers, directors, attorneys, investment bankers, investment
advisors and valuation experts, including Sandata Acquisition Corp. and Brean
Murray, among others, arising out of any of the Agreement and Plan of Merger,
dated as of October 28, 2002, by and among Sandata, Sandata Acquisition Corp.,
Bert E. Brodsky, Hugh Freund and Gary Stoller, the merger, or any of the
transactions contemplated thereby, the negotiation thereof, and any public
filings or statements by the defendants contained in any of the above. In
consideration for the dismissal of the consolidated action and release of all
causes of action and claims, Sandata Acquisition Corp. agreed to increase the
merger consideration from $1.91 to $2.21 per share of Sandata common stock. The
Stipulation of Settlement further provides that the consolidated actions will be
maintained as a class action by the plaintiffs, without the right of any of the
members of the class to opt out. The parties agreed to file the Stipulation of
Settlement with the Delaware Chancery Court as soon as practicable. Sandata
agreed to mail notice to the members of the class who were stockholders of
record at any time from August 5, 2002, through the date of the merger. The
defendants to the consolidated action also agreed not to oppose an application
by the plaintiffs to the Delaware Chancery Court for plaintiffs' attorneys' fees
and expenses not to exceed $60,000. If the Delaware Chancery Court approves the
settlement, the parties agreed to move the court for an Order and Final Judgment
(i) approving the settlement as fair, reasonable, adequate and in the best
interests of the class and directing consummation of the settlement in
accordance with its terms, (ii) formally certifying the class, (iii) dismissing
the consolidated action with prejudice as against the plaintiffs and all members
of the class, (iv) permanently barring and enjoining the members of the class
from instituting any action or other proceeding in any court in any jurisdiction
that in any way relates to the settled claims, (v) authorizing plaintiffs'
counsel to execute a release of settled claims on behalf of the members of the
class, (vi) awarding plaintiffs' counsel such fees and expenses as the court
deems appropriate and (vii) reserving jurisdiction over all matters relating to
the administration and consummation of the settlement. The Stipulation of
Settlement is subject to final approval of the settlement by the Delaware
Chancery Court of which there can be no assurances.
Following the execution of the Stipulation of Settlement, Sandata, Sandata
Acquisition Corp. and Messrs. Brodsky, Freund and Stoller executed a First
Amendment to the Agreement and Plan of Merger, dated as of January 27, 2003. The
Amendment increases the merger consideration to be paid to the unaffiliated
stockholders of Sandata in the merger from $1.91 to $2.21 per share of Sandata
common stock.
SANDATA WILL FILE A PROXY STATEMENT AND OTHER DOCUMENTS REGARDING THE
MERGER AGREEMENT DESCRIBED IN THIS PRESS RELEASE WITH THE SEC. SANDATA
STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT WHEN IT BECOMES AVAILABLE
BECAUSE IT WILL CONTAIN IMPORTANT INFORMATION.
Stockholders of the Company will be able to obtain a copy of the proxy
statement and other relevant documents filed with the SEC free-of-charge (when
available) from the SEC's website at www.sec.gov. The proxy statement will also
be available upon request by contacting the Company at our principal office, 26
Harbor Park Drive, Port Washington, New York 11050, 516 484-4400.
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.
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.