[DESCRIPTION] FORM 8-K
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UNITED STATES
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 (Date of earliest event reported): December 19, 1997
MICROS-TO-MAINFRAMES, INC.
(Exact name of registrant as specified in its charter)
New York 022122 13-3354896
(State or Other Jurisdiction (Commission File Number) (IRS Employer Ident.
of Incorporation) Number)
614 Corporate Way, Valley Cottage, New York 10989
(Address of Principal Executive Offices) (Zip Code)
(914) 268-5000
Registrant's telephone number, including area code
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Item 5. Other Events
On December 19, 1997, a lawsuit was filed against Micros-to-Mainframes,
Inc., a New York corporation (the "Registrant") and its directors, seeking
to enjoin Registrant's proposed merger with BTG, Inc., a Virginia corporation
("BTG"). The Agreement and Plan of Merger was entered into by and between
Registrant and BTG on August 29, 1997 and is described in the Registrant's
Current Report on Form 8-K of the same date.
The suit was filed in the Supreme Court, State of New York, County of
New York (Index No. 97-606469) as a class action by Adele Brody, on behalf
of herself and all others similarly situated. The named defendants, in
addition to the Registrant, are Howard Pavony, Steven H. Rothman, Frank T.
Wong, Robert A. Fries, Ramon Mota, Joseph J.Farley and William Lerner, each
of whom is a director of the Registrant.
The complaint alleges that (i) the named defendants, by virtue of
authorizing the Merger Agreement, breached their fiduciary duties to the
plaintiff and to other public shareholders of MTM, and (ii) the named
defendants breached their duty of loyalty to the Registrant's shareholders
and violated the provisions of Section 501(c) of the Business Corporation Law
of the State of New York, which states in part that "each share shall be equal
to every other share of the same class."
The Registrant believes that there is no merit to any of the allegations
and intends to defend vigorously against the action.
On December 23 in New York State Supreme Court before Justice Ira
Gammerman, plaintiff's counsel,without submitting additional papers,asked
the Court for an order granting (a) expedited discovery in preparation for
the January 6, 1998 hearing; (b) a temporary restraining order preventing the
holding of a shareholders meeting; and (c) a temporary restraining order
preventing the closing of the transaction. The Court refused to grant any of
the relief requested and directed that the parties appear at 4:00 p.m.
on January 6, 1998 to argue the motion.
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(c) Exhibits.
20.1 Press Release of Registrant dated December 19, 1997.
SIGNATURE
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.
MICROS-TO-MAINFRAMES, INC.
(Registrant)
Date: December 24 , 1997 By:s/s/ Steven H. Rothman
Steven H. Rothman
CEO and President
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EXHIBIT INDEX
Exhibit No. Description
20.1 Press Release of Registrant dated December 19, 1997.
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Exhibit 20.1
Company Press Release
Micros-To-Mainframes, Inc. states that a class-action suit has been
filed against M-T-M and its Directors.
Valley Cottage, NY , December 19, 1997. [NASDAQ:MTMC] Micros-to-
Mainframes, Inc stated that on Friday December 19, 1997, a lawsuit was filed
against it and its directors seeking to enjoin the proposed merger with BTG,
Inc. The lawsuit alleged a breach of fiduciary duties by its directors in
connection with such proposed merger. M-T-M entered into an agreement of
merger with BTG, Inc. on August 29, 1997.
M-T-M believes that the allegations set forth in the suit are without merit.
M-T-M also stated that the suit, filed in the Supreme Court, State of New York,
in the County of Manhattan is not expected to have a material adverse effect
on M-T-M or the merger.
CONTACT: Steven H. Rothman
Micros-to-Mainframes, Inc.
Phone: (914) 268-5000
Fax: (914) 268-9695
