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: May 30, 2003
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SANDATA TECHNOLOGIES, INC.
(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.)
26 Harbor Park Drive, Port Washington, New York 11050
(Address of Principal Executive Offices) (Zip Code)
(516) 484-4400
(Registrant's telephone number, including area code)
N/A
(Former name or former address, if changed since last report)
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Item 5. Other Events.
On May 30, 2003, Sandata Technologies, Inc. ("Sandata")
announced that its stockholders approved the proposal to
approve and adopt 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., as amended (together with any amendments,
the "Merger Agreement") and to approve the merger contemplated
by the Merger Agreement (the "Merger"). On May 30, 2003, the
Merger was consummated. Sandata's press release announcing
these events is attached hereto.
Item 7(c). Exhibits.
Exhibit 99.1 Press Release issued by Sandata Technologies, Inc.
on May 30, 2003.
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.
SANDATA TECHNOLOGIES, INC.
Date: May 30, 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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Exhibit 99.1 Press Release issued by Sandata Technologies, Inc.
on May 30, 2003.
Exhibit 99.1
FOR IMMEDIATE RELEASE CONTACT:
Bert Brodsky
Chairman
Sandata Technologies, Inc.
(516) 484-4400, X200
bbrodsky@sandata.com
Sandata Technologies Reports Completion of a Going Private Transaction
through Merger with Sandata Acquisistion Corp. Following Approval by
Sandata's Stockholders
Port Washington, NY, May 30, 2003 - Sandata Technologies, Inc. (NASDAQ:
SAND) announced today that its stockholders approved the proposed merger with
Sandata Acquisition Corp. Following the vote at a special meeting of Sandata's
stockholders, the merger was consummated and Sandata filed notices with the
Securities and Exchange Commission and with the NASDAQ Stock Market requesting
termination of registration and removal from listing, respectively.
As previously announced, an investor group that includes Bert Brodsky, the
Chairman and Chief Executive Officer of Sandata, certain other members of
Sandata's management, will be the owners of Sandata's common stock following the
merger. All Sandata stockholders other than the members of the investor group
and those who properly pursue an appraisal of their Sandata shares are entitled
to receive $2.21 for each share held.
Sandata, headquartered in Port Washington, New York, 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.