UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of earliest event reported: April 15, 2003
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SANDATA TECHNOLOGIES, INC.
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(Exact name of registrant as specified in charter
Delaware 000-14401 11-2841799
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(State of Incorporation) (Commission File Number) (I.R.S. Employer
Identification No.)
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26 Harbor Park Drive, Port Washington, New York 11050
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(Address of Principal Executive Offices) (Zip Code)
(516) 484-4400
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(Registrant's telephone number, including area code)
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(Former name or former address, if changed since last report)
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Item 5. Other Events.
On April 15, 2003, Sandata Technologies, Inc., Sandata Acquisition Corp.,
Bert E. Brodsky, Hugh Freund and Gary Stoller executed a Second Amendment to the
Agreement and Plan of Merger, dated as of October 28, 2002, by and among Sandata
Acquisition Corp., Bert E. Brodsky, Hugh Freund, Gary Stoller and Sandata
Technologies, Inc., dated as of April 15, 2003. The Amendment changes the last
date on which the closing of the merger can occur from April 15, 2003 to August
15, 2003 in order to allow Sandata additional time to solicit proxies from its
stockholders.
Item 7(c). Exhibits.
Exhibit 2.1 Second Amendment to the Agreement and Plan of Merger, dated
as of October 28, 2002, by and among Sandata Acquisition
Corp., Bert E. Brodsky, Hugh Freund, Gary Stoller and Sandata
Technologies, Inc., dated as of April 15, 2003.
Exhibit 99.1 Press Release issued by Sandata Technologies, Inc. on
April 15, 2003.
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf
by the undersigned, thereunto duly authorized.
SANDATA TECHNOLOGIES, INC.
Date: April 15, 2003 By:/s/ Bert E. Brodsky
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Bert E. Brodsky
Chairman and
Chief Executive Officer
Exhibit Index
Exhibit Number Description
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2.1 Second Amendment to the Agreement and Plan of Merger,
dated as of October 28, 2002, by and among Sandata
Acquisition Corp., Bert E. Brodsky, Hugh Freund,
Gary Stoller and Sandata Technologies, Inc.,
dated as of April 15, 2003.
99.1 Press Release issued by Sandata Technologies, Inc.
on April 15, 2003.
Exhibit 2.1
SECOND AMENDMENT TO AGREEMENT AND PLAN OF MERGER
SECOND AMENDMENT (this "Amendment"), dated as of April 15, 2003, by and
among Sandata Acquisition Corp., Delaware corporation ("Purchaser"), Bert E.
Brodsky ("Brodsky"), Hugh Freund ("Freund"), Gary Stoller ("Stoller") and
Sandata Technologies, Inc. ("Target").
WHERAS, Purchaser, Brodsky, Freund, Stoller and Target are party to an
Agreement and Plan of Merger, dated as of October 28, 2002, as amended by a
First Amendment to Agreement and Plan of Merger, dated as of January 27, 2003
(as amended, the "Merger Agreement"),
WHEREAS, Section 2.9 of the Merger Agreement provides that the Closing (as
such term is defined in the Merger Agreement) shall, among other things, occur
no later than April 15, 2003,
WHEREAS, Section 7.1(ii) of the Merger Agreement provides that the Merger
Agreement may be terminated by Target if any of the conditions set forth in
Sections 6.1 and/or 6.3 would be incapable of being satisfied by April 15, 2003
and shall not have been waived,
WHEREAS, Section 7.1(iii) of the Merger Agreement provides that the Merger
Agreement may be terminated by Purchaser and Key Stockholders (as such term is
defined in the Merger Agreement) if any of the conditions set forth in Sections
6.1 and/or 6.2 would be incapable of being satisfied by April 15, 2003,
WHEREAS, Section 7.1(iv) of the Merger Agreement provides that the Merger
Agreement may be terminated by either Purchaser or Target if the Merger (as such
term is defined in the Merger Agreement) shall not have been consummated on or
prior to April 15, 2003,
WHEREAS, Purchaser, Brodsky, Freund, Stoller and Target now wish to further
amend the Merger Agreement to extend the foregoing date for the Closing and
termination from April 15, 2003 to August 15, 2003.
NOW THEREFORE, in consideration of the mutual benefits being conferred by
the Merger Agreement and the representations, warranties, covenants and
agreements contained herein and therein, the parties to the Merger Agreement
agree as follows:
1. Section 2.9 of the Merger Agreement, titled Closing, is hereby amended
by deleting April 15, 2003 and inserting August 15, 2003 so that the Closing
shall, among other things, occur no later than August 15, 2003.
2. Section 7.1 of the Merger Agreement, titled Termination, subsection
(ii), is hereby amended by deleting April 15, 2003 and inserting August 15,
2003, so that the Merger Agreement may be terminated by Target if any of the
conditions set forth in Sections 6.1 and/or 6.3 would be incapable of being
satisfied by August 15, 2003 and shall not have been waived.
3. Section 7.1 of the Merger Agreement, titled Termination, subsection
(iii), is hereby amended by deleting April 15, 2003 and inserting August 15,
2003, so that the Merger Agreement may be terminated by Purchaser and Key
Stockholders if any of the conditions set forth in Sections 6.1 and/or 6.2 would
be incapable of being satisfied by August 15, 2003.
4. Section 7.1 of the Merger Agreement, titled Termination, subsection
(iv), is hereby amended by deleting April 15, 2003 and inserting August 15,
2003, so that the Merger Agreement may be terminated by either Purchaser or
Target if the Merger shall not have been consummated on or prior to August 15,
2003
5. Other than as specifically set forth in this Amendment, the provisions
of the Merger Agreement shall remain in full force and effect.
6. This Amendment may be executed in two or more counterparts, all of which
shall be considered one and the same agreement and shall become effective when
two or more counterparts have been signed by each of the parties and delivered
to the other parties, it being understood that all parties need not sign the
same counterpart.
IN WITNESS WHEREOF, Purchaser, Target, Brodsky, Freund and Stoller have
caused this Amendment to be signed by their respective officers thereunto duly
authorized or individually, as the case may be, all as of the date first above
written.
SANDATA ACQUISITION CORP.
By: /s/ David C. Brodsky
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Name: David C. Brodsky
Title: Vice President
SANDATA TECHNOLOGIES, INC.
By: /s/ Bert E. Brodsky
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Name: Bert E. Brodsky
Title: Chairman, Chief
Executive Officer
/s/ Bert E. Brodsky
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Bert E. Brodsky
/s/ Hugh Freund
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Hugh Freund
/s/ Gary Stoller
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Gary Stoller
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT:
Bert Brodsky
Chairman
Sandata Technologies, Inc.
(516) 484-4400, X200
bbrodsky@sandata.com
Sandata Technologies Executes Second Amendment to Merger Agreement
Port Washington, NY, April 15, 2003 - Sandata Technologies, Inc. (NASDAQ:
SAND) announced today that it executed a Second Amendment to the Agreement and
Plan of Merger, dated as of October 28, 2002, by and among Sandata Acquisition
Corp., Bert E. Brodsky, Hugh Freund, Gary Stoller and Sandata Technologies,
Inc., dated as of April 15, 2003. The Amendment changes the last date on which
the closing of the merger can occur from April 15, 2003 to August 15, 2003 in
order to allow Sandata additional time to solicit proxies from its stockholders.
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 10-KSB for the most
recently completed fiscal year and other Securities and Exchange Commission
filings.