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: September 3, 2002
(Date of earliest event reported)
SANDATA TECHNOLOGIES, INC.
(Exact Name of Registrant as specified in charter)
Delaware 000-14401 11-2841799
(State or other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification
Incorporation) Number)
26 Harbor Park Drive, Port Washington, New York 11050
(Address of principal executive offices) (Zip Code)
Registrant's Telephone Number, including area code (516) 484-4400
Item 5. Other Events
On September 3, 2002 Sandata Technologies, Inc. (the "Company") issued a
press release announcing that the Company had accepted a proposal to engage in a
going private transaction with an investor group led by Bert E. Brodsky, Chief
Executive Officer of the Company. A copy of the press release is attached to
this Current Report on Form 8-K as Exhibit 99.
Exhibits
99. Press Release dated September 3, 2002.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Company has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: September 18, 2002
By:_/s/Bert E. Brodsky
Bert E. Brodsky, Chief
Executive Officer
EXHIBITS
Exhibit
Number Description of Exhibit
99 Press Release dated September 3, 2002
FOR IMMEDIATE RELEASE CONTACT:
Bert Brodsky
Chairman
Sandata Technologies, Inc.
(516) 484-4400, X200
bbrodsky@sandata.com
Sandata Technologies Accepts Going Private Offer
PORT WASHINGTON, N.Y. - September 3, 2002 - Sandata Technologies, Inc.
(Nasdaq: SAND) (the "Company") today announced that it has accepted an offer
from Sandata Acquisition Corp. ("SAC") to take the Company private. SAC, a
corporation owned by three of the Company's directors and the adult children of
one of those directors, will pay $1.91 per share in cash for all of the
outstanding shares of the Company other than those held by SAC.
SAC made a proposal in April 2002 to take the company private in a
transaction in which the public stockholders would have received $1.50 per share
in cash. That proposal expired shortly after it was made. The Company's Board of
Directors appointed a special committee, consisting of directors Ronald Fish and
Martin Bernard, to consider SAC's recent proposal as well as other alternatives.
After considering the Company's alternatives and negotiating the improved $1.91
per share proposal, the special committee recommended the transaction. Based
upon that recommendation, the Company's Board of Directors also approved the
transaction. The special committee was advised by Breen Murray & Co., which
provided a report on valuation of the Company and has been engaged to provide a
fairness opinion on the transaction.
There are approximately 2,480,000 shares of Common Stock of the Company
outstanding, of which approximately 70% is owned by the principals of SAC. Over
the six months prior to the offer by SAC in early August, the Company's stock
had traded between $.031 and $1.01 per share. The stock closed on August 30th at
$1.27 per share. The $1.91 offer represents a premium of 50% over that closing
price, a 282% premium over the closing price the day before the announcement of
the offer by SAC in early August, and a premium of between 516% and 89% above
the six-month trading range.
The proposed transaction would result in the acquisition of all of the
outstanding shares of common stock of the Company (other than the shares owned
by SAC). The closing of the proposed transaction is subject to, among other
things, (i) approval of the proposed transaction by the affirmative vote of the
majority of the outstanding shares of Common Stock; (ii) ) receipt of a fairness
opinion by the Committee; (iii) receipt of any regulatory approvals and third
party consents; and (iv) the negotiation and execution of a definitive agreement
regarding the proposed transaction.
The proposed transaction may only be completed in accordance with
applicable state and federal laws including the Securities Act of 1933 and the
Securities Exchange Act of 1934, as amended.
This press release shall not constitute an offer or a solicitation of an
offer to buy or sell any securities of the Company or a solicitation regarding
the proposed transaction.
It is expected that the Company will file, among other things, a Proxy
Statement with the SEC in connection with the proposed transaction and will mail
the Proxy Statement to stockholders of the Company. Stockholders are urged to
read the Proxy Statement carefully when it is available. The Proxy Statement
will contain important information about the Company, the proposed transaction
and related matters. Stockholders will also be able to obtain free copies of
these documents through the website maintained by the SEC at http://www.sec.gov.
In addition to the Proxy Statement, the Company files annual, quarterly and
special reports, proxy statements and other information with the SEC. You may
read and copy any reports, statements, and other information filed by the
Company at the SEC public reference room at 450 Fifth Street, N.W. Washington,
D.C. 20549. The Company's filings with the SEC are also available to the public
from commercial document-retrieval services and at the website maintained by the
SEC at http://www.sec.gov.
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. # # #