UNITEDTable STATES SECURITIESof AND EXCHANGE COMMISSION Contents

~~WASHINGTON,~~UNITED ~~D.C.~~STATES SECURITIES ~~20549~~AND EXCHANGE COMMISSION

~~FORM~~WASHINGTON, ~~8-K~~D.C. 20549

~~CURRENT~~FORM ~~REPORT~~8-K

~~Pursuant~~CURRENT ~~to Section 13 or 15(d) of the~~REPORT ~~Securities Exchange Act of 1934~~

~~Date of~~Pursuant ~~Report~~to Section 13 or 15(~~Date~~d) of ~~Earliest~~the Securities ~~Event~~Exchange ~~Reported):~~Act ~~June 2,~~of ~~2011~~1934

~~SERVIDYNE~~Date of Report (Date of Earliest Event Reported): June 26, ~~INC.~~ 2011

~~(Exact~~SERVIDYNE, ~~name of Registrant as Specified in its Charter)~~INC.

Georgia		0-10146		58-0522129
(State or other Jurisdiction of Incorporation or Organization)		(Commission File Number)		(IRS Employer Identification No.)

(Exact name of Registrant as Specified in its Charter)

1945 The Exchange
Georgia	0-10146	58-0522129
Suite 300
(State or other Jurisdiction of Incorporation or Organization)	(Commission File Number)	(IRS Employer Identification No.)
Atlanta, Georgia	30339-2029
(Address of principal executive offices)	(Zip code)

Registrant’s telephone number, including area code: (770) 953-0304


1945 The Exchange Suite 300 Atlanta, Georgia		30339-2029

(Address of principal executive offices)		(Zip code)

~~(Former~~Registrant’s ~~name~~telephone ~~or former address~~number, ifincluding ~~changed~~area ~~since~~code: ~~last report~~(770) 953-0304

~~Check~~Not ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy~~Applicable ~~the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):~~

o(Former ~~Written~~name ~~communications~~or ~~pursuant~~former toaddress, ~~Rule 425~~if ~~under~~changed ~~the~~since ~~Securities~~last ~~Act (17 CFR 230.425~~report)

oCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the ~~Exchange~~following ~~Act~~provisions (17see ~~CFR~~General Instruction ~~240~~A.~~14a-12~~2. below):

o ~~Pre-commencement~~Written communications pursuant to Rule ~~14d-2(b)~~425 under the ~~Exchange~~Securities Act (17 CFR ~~240~~230.~~14d-2(b~~425))

oþ ~~Pre-commencement~~Soliciting ~~communications~~material pursuant to Rule ~~13e~~14a-~~4(c)~~12 under the Exchange Act (17 CFR 240.~~13e~~14a-~~4(c~~12))

~~ITEM~~ o ~~1.01.~~Pre-commencement ~~ENTRY~~communications ~~INTO~~pursuant Ato ~~MATERIAL~~Rule 14d-2(b) ~~DEFINITIVE~~under ~~AGREEMENT~~the Exchange Act (17 CFR 240.14d-2(b))

~~Mortgage~~o ~~Note.~~Pre-commencement Acommunications ~~subsidiary~~pursuant ofto ~~Servidyne, Inc.~~ Rule 13e-4(~~the “ Company”~~c) ~~is the obligor~~ under ~~a mortgage note payable on~~ the ~~Company’s~~Exchange ~~corporate~~Act ~~headquarters building, which is pledged as~~(17 ~~collateral~~CFR ~~on the note~~240. ~~The principal amount of this note was approximately $~~13e-4,100,000 at January 31, 2011. Exculpatory provisions of the mortgage loan limit the obligor’s liability for repayment to its interest in the mortgaged property. The note bears interest at 7.75% and matures August 1, 2012. As discussed in the Company’s prior reports filed with the Securities & Exchange Commission (~~the “ SEC”~~c)~~, due to the Company’s dispositions of real estate assets, this mortgage note is~~) the last remaining mortgage obligation of the Company. In addition, as a result of the dispositions, the Company concluded in the third quarter of fiscal year 2011 to discontinue separate financial statement reporting of its former Real Estate Segment.

~~Secured~~TABLE ~~Term~~OF Note. Another of the Company’s subsidiaries is the obligor on a secured note payable to a third party in the principal amount of $1,000,000 as of January 31, 2011. The note was originally assumed, as amended, in connection with an acquisition in 2003. Within the terms of the note, the Company will not have to repay $150,000 of the above principal amount provided that it complies with the terms of the note. CONTENTS

InITEM ~~the~~1.01 ~~third~~ENTRY ~~quarter~~INTO ofA ~~fiscal~~MATERIAL ~~2011,~~DEFINITIVE ~~the~~AGREEMENT ~~Company’s~~ITEM ~~subsidiary~~5.02 ~~and~~DEPARTURE ~~the~~OF ~~lender~~DIRECTORS ~~entered~~OR ~~into~~CERTAIN ~~an agreement~~OFFICERS; toELECTION ~~amend~~OF ~~the~~DIRECTORS; ~~note~~APPOINTMENT asOF ~~follows:~~ CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS ITEM 8.01 OTHER EVENTS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS SIGNATURES EXHIBIT INDEX EX-2.1 EX-99.1 EX-99.2 EX-99.3

•Table The maturity date of the note, originally December 18, 2011, and principal payment structure was amended such that principal payments commenced on February 19, 2011, based on a 60-month amortization. In addition, a $150,000 principal payment is due on October 19, 2011, with a balloon payment of the remaining principal balance of approximately $408,000 due on January 19, 2016; andContents

•ITEM ~~The interest rate was changed from the prime rate plus~~ 1.5%01 toENTRY aINTO ~~fixed~~A ~~rate~~MATERIAL ofDEFINITIVE ~~6% per annum.~~AGREEMENT

~~The~~On ~~note~~June 26, ~~continues~~2011, toServidyne, beInc., ~~secured~~a Georgia corporation (the “Company”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) by and among Scientific Conservation, Inc., a Delaware corporation (“Parent”), Scrabble Acquisition, Inc., a Georgia corporation and a wholly-owned subsidiary of Parent (“Merger Sub”), and the ~~general~~Company ~~assets~~pursuant to which Merger Sub will, subject to the satisfaction or waiver of the conditions therein, merge with and into the Company, with the Company continuing as the surviving corporation and as a wholly-owned subsidiary of Parent (the “Merger”).

~~The~~Concurrently, ~~documents~~Parent ~~related~~entered tointo Voting and Support Agreements (the ~~mortgage~~“Support ~~note~~Agreements”) with shareholders holding an aggregate of approximately 56% of the voting power of the Company—which shareholders include, among others, the Company’s Chairman and ~~term~~Chief ~~note~~Executive Officer ~~are~~and ~~filed~~its ~~herewith~~Executive asVice ~~Exhibits~~President ~~10.1~~and their affiliates—pursuant to which the shareholders ~~through~~have ~~10.4~~agreed, among other things, to vote in favor of the Merger and ~~Exhibits~~against ~~10.5~~alternative transactions, ~~though~~subject ~~10.10~~to, ~~respectively.~~with ~~The~~respect ~~summaries~~to Support Agreements covering approximately 27% of ~~these~~the voting ~~documents~~power of the Company, termination under certain circumstances described below under ~~contained~~—Support ~~herein~~Agreements.” ~~are~~The ~~qualified~~affirmative invote ~~their~~of ~~entirety~~shareholders byholding a majority of the ~~full~~outstanding voting ~~text~~power of ~~such~~the ~~documents~~Company is required to approve the Merger.

~~ITEM~~ The 2Merger has been approved by the boards of directors of Parent and Merger Sub, and the special committee of the board of directors and the board of directors of the Company, and the Company’s board has unanimously recommended that the Company’s shareholders vote in favor of it at a special meeting of the shareholders to be held to consider the Merger.~~03.~~ ~~CREATION~~Subject OFto Athe ~~DIRECT~~satisfaction ~~FINANCIAL~~or waiver ~~OBLIGATION~~of ORthe ANconditions ~~OBLIGATION~~to ~~UNDER~~closing, ANor ~~OFF-BALANCE~~the ~~SHEET~~earlier ~~ARRANGEMENT~~termination OFof Athe ~~REGISTRANT~~Merger Agreement as described below, it is currently expected that the Merger will be consummated during the Company’s second fiscal quarter ending October 31, 2011.

~~The~~Merger ~~disclosure set forth above under Item 1.01 is incorporated by reference herein in response~~Agreement ~~to this Item 2.03.~~

~~ITEM~~ Pursuant 8to the Merger Agreement, at the effective time of the Merger (the “Effective Time”), each share of common stock, $1.0100 par value per share of the Company (“Common Stock”) issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, Parent or Merger Sub, which will be cancelled) will be converted into the right to receive $3.50 ~~OTHER~~in ~~EVENTS~~cash. Also at the Effective Time, each stock appreciation right and stock option exercisable for shares of Common Stock that is “in the money” (i.e., the per share merger consideration exceeds the exercise price of the equity incentive) will vest (if not previously vested) and the holder thereof will be entitled to receive in exchange therefor an amount in cash equal to the product of (i) the excess, if any of (x) $3.50 over (y) the exercise price per share of Common Stock subject to such in-the-money stock appreciation right or stock option multiplied by (ii) the number of shares of Common Stock represented by such equity incentive. Each stock appreciation right and stock option that is outstanding and unexercised immediately prior to the Effective Time that is not in-the-money will expire and be cancelled as of the Effective Time for no consideration. In addition, each share of restricted stock of the Company that is outstanding immediately prior to the Effective Time will vest (if not previously vested) and the holder thereof will be entitled to receive $3.50 in cash in exchange therefor.

InThe ~~coordination~~completion ~~with~~of the ~~Company’s~~Merger ~~filing~~is ofsubject ~~Amendment~~to ~~No.1~~various tocustomary conditions, including, among others: (i) the approval of the Company’s ~~Annual~~shareholders; ~~Report~~(ii) receipt ~~on Form~~by ~~10-K/A~~Parent ~~for~~of ~~the~~environmental condition ~~year~~reports ~~ended~~on ~~April 30,~~certain ~~2010,~~of the Company’s ~~hereby~~owned ~~amends~~real ~~and~~properties ~~restates~~(other ~~its~~than ~~risk~~the corporate ~~factors~~headquarters ~~previously~~building) ~~filed~~evidencing ~~with~~no ~~the~~negative ~~SEC.~~environmental ~~The~~conditions; ~~following~~(iii) receipt ~~risk~~of ~~factors~~certain material ~~supersede~~third inparty ~~their~~consents; ~~entirety~~(iv) termination of certain deferred compensation plans and the ~~Company’s~~severance ~~previously~~plan ~~filed~~of ~~risk~~the ~~factors.~~Company; In(v) that ~~the~~holders ~~following~~of ~~discussion~~less than 5% of ~~risks,~~the ~~“we,”~~outstanding ~~“our,”~~Common ~~“us,”~~Stock exercise statutory dissenters’ rights; (vi) the ~~“Company”~~repayment of orcertain ~~“Servidyne”~~outstanding ~~refer~~debt toof ~~Servidyne,~~the ~~Inc.~~Company; and ~~its~~(vii) subject ~~subsidiaries~~to certain materiality exceptions, ~~unless~~the accuracy of the ~~context clearly~~representations ~~requires~~and ~~otherwise.~~warranties made

RISKTable FACTORS of Contents

~~The~~by ~~following risk factors should be considered in evaluating~~ the Company., ~~These~~Parent ~~risk~~and ~~factors outline~~Merger ~~current~~Sub, ~~risks~~respectively, ~~the~~and ~~Company~~compliance ~~faces.~~by ~~Any~~the ~~of these potential risk factors~~Company, ifParent ~~actually~~and ~~realized,~~Merger ~~could~~Sub ~~result~~with intheir arespective ~~materially~~obligations ~~negative~~under ~~impact on~~ the ~~Company’s~~Merger ~~business and financial results~~Agreement. InThe ~~such~~Merger anis ~~event,~~not ~~the~~subject to ~~trading~~pre-merger ~~price~~notification ofunder the ~~Company’s~~Hart-Scott-Rodino ~~stock~~Antitrust ~~could~~Improvements ~~be materially adversely impacted~~Act.

2 The Merger Agreement contains customary representations, warranties and covenants by the Company, Parent and Merger Sub. The Company has agreed, among other things: (i) to conduct its and its subsidiaries’ businesses in the ordinary course of business consistent with past practices, and to refrain from certain actions without Parent’s consent; (ii) to seek to obtain the requisite shareholder approval; and (iii) not to solicit alternative transactions; provided, however, that notwithstanding the Company’s nonsolicitation obligations, prior to approval by the Company shareholders of the Merger, the Company may furnish non-public information to, and may enter into discussions or negotiations with, any person in response to an unsolicited, bona fide, written acquisition proposal if the special committee or the board of directors of the Company reasonably determines in good faith, after having taken into account the advice of an independent financial advisor and the Company’s outside legal counsel, that such acquisition proposal constitutes or is reasonably likely to result in an offer more favorable, from a financial point of view, to the Company’s shareholders than the terms of the Merger (as defined in more detail in the Merger Agreement, a “Superior Offer”), subject to compliance with the terms of the Merger Agreement and Support Agreements, including certain notice rights to Parent.

We Similarly, ~~have~~the ~~experienced~~Company ~~consolidated~~has ~~net~~agreed ~~losses~~that neither the special committee nor the board of directors shall change its recommendation to the shareholders that they vote in ~~each~~favor of the Merger, ~~last~~unless ~~two~~a ~~fiscal~~Superior ~~years~~Offer has been received, and ~~expect~~the toCompany’s board of directors reasonably ~~experience~~determines ain ~~net~~good ~~loss~~faith, ~~for~~after having taken into account the ~~fiscal~~advice ~~year~~of ~~ending~~the ~~April 30~~Company’s outside legal counsel, ~~2011.~~that, ~~There~~in light of such Superior Offer, the Company’s board of directors is norequired ~~guarantee~~to withdraw ~~that~~or wemodify its recommendation in order for the Company’s board of directors to comply with ~~will~~its befiduciary ~~able~~obligations to ~~generate~~the ~~net~~Company’s ~~earnings~~shareholders inunder applicable Georgia law, subject again to compliance with the ~~near~~terms ~~future~~of the Merger Agreement and Support Agreements, orincluding certain notice rights to Parent and the right of Parent to match the Superior Offer. A change of recommendation does not, however, relieve the Company of submitting the Merger to the shareholders for approval at ~~all~~the special shareholders’ meeting.

WeThe ~~experienced~~Merger ~~consolidated~~Agreement ~~net~~contains ~~losses~~certain oftermination ~~approximately~~rights ~~$1.9 million~~for ~~and~~each ~~$5.0 million~~of ~~for~~Parent ~~our~~and the Company, ~~fiscal~~including ~~years~~the ~~ended~~failure ~~April 30,~~of ~~2010,~~the ~~and~~shareholders ~~April 30,~~of ~~2009,~~the ~~respectively,~~Company ~~and~~to ~~approximately~~approve ~~$2.0 million for~~the Merger or the ~~nine~~failure ~~months~~to consummate ~~ended~~the ~~January~~merger by December 31, 2011. In addition, ~~and~~the weMerger ~~expect~~Agreement toprovides ~~incur~~that ain connection ~~consolidated~~with ~~net~~the ~~loss~~termination ~~for~~of ~~our fiscal~~the ~~year~~Merger ~~ending~~Agreement ~~April 30,~~under ~~2011.~~specified ~~Despite~~circumstances, ~~increases~~the inCompany may ~~sales~~be ~~and~~required ~~our~~to ~~efforts~~pay atParent ~~expense reduction,~~a wetermination ~~cannot~~fee ~~assure~~of ~~you~~$460,000 ~~that~~(the we“Termination ~~will~~Fee”) ~~attain~~and/or ~~sustained~~its ~~profitability~~fees and expenses in connection with the ~~near~~Merger ~~future~~(including attorneys’, oraccountants’ and financial atadvisory ~~all~~fees) not to exceed $450,000 (the “Expense Payment”).

We Specifically, ~~have~~in ~~used~~the aevent ~~significant~~that ~~amount~~either ofParent ~~cash~~or ~~for~~the ~~operations~~Company interminates ~~recent~~the ~~years.~~Merger WeAgreement because ~~may~~the ~~deplete~~shareholders ~~our capital~~do ~~resources~~not ~~before~~approve wethe ~~achieve~~Merger ~~sufficient~~at ~~positive~~the ~~cash~~special ~~flow~~shareholders’ meeting, the Company is obligated to ~~fully~~pay ~~fund~~Parent ~~our~~the ~~operations~~Expense Payment. Furthermore, ~~and~~in the event that after such ~~may~~a ~~not~~termination, beand ~~able~~on or prior to ~~secure~~the ~~additional~~date ~~capital~~that onis ~~favorable~~12 months ~~terms~~after ~~and~~the ondate aof ~~timely~~such ~~basis~~termination, either an alternative acquisition transaction involving the Company is consummated or ata ~~all,~~definitive ~~which~~agreement ~~could~~relating ~~materially~~to ~~adversely~~an ~~affect~~alternative ~~our~~acquisition ~~ability~~transaction tois ~~grow~~entered orinto, ~~continue~~then the Company is obligated to ~~operate~~pay ~~our~~Parent ~~business~~the Termination Fee.

WeIf ~~believe~~the ~~that~~Parent weterminates ~~have,~~the orMerger ~~can~~Agreement ~~obtain,~~because ~~sufficient~~of ~~capital~~certain ~~resources~~events, toincluding ~~operate~~if ~~our business~~the inCompany’s ~~the~~board ~~ordinary~~of ~~course~~directors ~~until~~changes weits ~~begin~~recommendation to ~~generate~~the ~~sufficient~~shareholders ~~cash~~to ~~flow~~vote ~~from~~in ~~operations;~~favor ~~however,~~of the ~~this~~Merger ~~will~~or ~~depend~~if ~~substantially~~the ~~upon~~board ~~future~~does ~~operating~~not ~~performance~~publicly ~~(which~~oppose ~~may~~a becompeting ~~affected~~acquisition ~~by prevailing~~proposal ~~economic~~(as ~~conditions)~~defined ~~and~~in more ~~financial,~~detail ~~business~~in ~~and~~the ~~other~~Merger ~~factors~~Agreement, ~~some~~a of“Triggering ~~which~~Event”), ~~are~~then ~~beyond our~~the ~~control.~~company ~~Failure~~is obligated to ~~secure adequate resources for working capital and capital expenditures~~pay ~~could~~Parent ~~materially~~the ~~impair~~Termination ~~our~~Fee ~~ability~~(but tonot ~~continue~~the toExpense ~~operate~~Payment).

~~The Company has historically generated substantial liquidity from the sale of real estate~~3 assets. For instance, in June 2010, we successfully closed on the sale of our owned shopping center in Jacksonville, Florida, generating net cash proceeds of approximately $2 million, and in December 2010, we successfully closed on the sale of our owned shopping center in Smyrna, Tennessee, generating net cash proceeds of approximately $250,000. As a result, our real estate assets now consist of only our corporate headquarters building in metropolitan Atlanta, Georgia; a commercially zoned land parcel in North Ft. Myers, Florida; and commercially-zoned land parcels in Oakwood, Georgia. In addition, given the recent decline in commercial real estate values in the United States, the Company may be unable to sell any of its few remaining real estate assets at acceptable prices, or at all, in the near future.

InTable theof event that currently available cash and cash generated from operations were not sufficient to meet future cash requirements, we might need to: Contents

• In ~~refinance~~addition, ~~existing~~if ~~debt~~the Parent terminates the Merger Agreement due to a Triggering Event, or ~~obtain~~if ~~new~~the Merger ~~funds~~Agreement ~~through~~is ~~bank~~terminated ~~loans~~due to the failure of the Company’s shareholders to approve it and an alternative acquisition transaction is entered into or ~~equity~~consummated within 12 months, a certain contractual obligation in a confidentiality agreement between Parent and Company shall terminate. Pursuant to that contractual obligation, which terminates under the foregoing circumstances, the parties have agreed for several years to not “knowingly and in violation of [the confidentiality agreement] call on, divert, solicit or, ~~debt~~directly ~~security~~or ~~issuances~~indirectly, provide services, or accept business or orders from the other Party’s customers, and . . . not knowingly, directly or indirectly, solicit for employment or engagement, or advise or recommend to any other person or entity that such person or entity employ or engage or solicit for employment or engagement, any such person or entity employed or engaged by the other Party.”

•Voting ~~sell~~and ~~real~~Support ~~estate or other assets;~~Agreements

• Shareholders ~~limit~~holding ~~growth~~approximately or28% ~~curtail~~of ~~operations~~the tovoting ~~levels~~power ~~consistent~~of ~~with~~the Company—including the Company’s ~~constraints~~Chairman ~~imposed~~and byChief Executive Officer and its Executive Vice President and their affiliates—have executed Support Agreements pursuant to which such shareholders have agreed to vote in favor of the ~~available~~Merger, ~~cash~~and against competing transactions, and ~~cash~~have ~~flow;~~granted oran irrevocable proxy to Parent with respect to these matters.

• Shareholders ~~pursue~~holding ~~any~~approximately ~~combination~~27% of the voting power of the Company have executed Support Agreements pursuant to which such shareholders have agreed to vote in favor of the Merger, and against competing transactions, and have granted a proxy to Parent; provided, however, these Support ~~options~~Agreements, and the related proxies, terminate upon the withdrawal or modification of the recommendation of the Company’s board of directors to the shareholders to approve the Merger.

~~Our~~* ~~ability~~* to* ~~secure~~* ~~new debt or equity financing could be limited by economic conditions.~~*

WeThe ~~cannot~~foregoing ~~provide~~summaries ~~assurance that any reductions in planned expenditures or curtailment~~ of ~~operations~~ ~~would~~the beMerger ~~sufficient~~Agreement toand ~~cover~~the ~~shortfalls~~Support ~~in available cash~~Agreements, orand ~~that debt or equity~~the ~~financing~~transactions orcontemplated ~~real~~thereby, ~~estate~~do ornot ~~other~~purport ~~asset~~to ~~sales would~~ be ~~available~~complete onand ~~terms~~are ~~acceptable~~subject to us, ifand atqualified ~~all,~~ in ~~which~~their ~~event~~entirety weby, ~~could~~the ~~deplete~~full ~~our~~text ~~capital~~of ~~resources~~such ~~before~~agreements, ~~achieving~~which ~~sufficient~~are ~~cash~~filed ~~flows to~~herewith ~~fund~~as ~~operations~~Exhibits 2.1, 99.1 and ~~might~~99.2, berespectively, ~~obliged~~and toincorporated ~~explore~~herein ~~strategic~~by ~~alternatives for our business, or cease operations~~reference.

The ~~future~~Merger ofAgreement ~~our~~has ~~business~~been ~~depends~~included onto provide investors and security holders with information regarding its terms. It is not intended to provide any other factual or financial information about Parent, the ~~success~~Company ofor ~~our~~their ~~building~~respective ~~performance~~subsidiaries ~~efficiency~~and ~~offerings~~affiliates. The Ifrepresentations, wewarranties ~~fail~~and covenants contained in the Merger Agreement were made only for purposes of that agreement and as of specific dates; were solely for the benefit of the parties to the ~~continue~~Merger Agreement; may be subject to ~~grow~~limitations ~~revenues~~agreed upon by the parties, including being qualified by confidential disclosures made for the purposes of allocating contractual risk between the parties to the Merger Agreement instead of establishing these matters as facts; and ~~profitability~~may be subject to standards of materiality applicable to the contracting parties that differ from ~~these~~those applicable ~~offerings~~to shareholders and investors. Shareholders and investors should not rely on the representations, ~~our~~warranties ~~prospects~~and covenants or any description thereof as characterizations of the actual state of facts or condition of Parent, Merger Sub, or the Company, or any of their respective subsidiaries or affiliates. Moreover, information concerning the subject matter of the representations, warranties and covenants may change after the date of the Merger Agreement, which subsequent information may or may not be fully reflected in public disclosures by Parent or the Company. The Merger Agreement should not be read alone, but should instead be read in conjunction with the other information regarding the companies and the Merger that will be contained in, or incorporated by reference into, the proxy statement that the Company will be ~~adversely~~filing ~~affected~~in connection with the Merger, as well as in the other filings that the Company makes with the U.S. Securities & Exchange Commission (the “SEC”).

~~Our strategic focus is on developing our building performance efficiency, or BPE, offerings.~~4 ~~The Company’s few remaining real estate assets are not an element of our growth strategy, as we intend to dedicate our future capital resources and management attention to growing the BPE business.~~

OurTable ability to achieve earnings in recent years has been significantly dependent on achieving capital gains from the sales of real estate properties. Most of the proceeds from these sales have been invested in establishing and growing the BPE business. As a result, we have limited remaining real estate holdings, and consequently, real estate capital gains cannot be depended upon as a primary source for future earnings. Contents

3 ITEM 5.02 DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.

In ~~addition,~~connection aswith athe ~~result~~consummation of ~~these~~the ~~real estate dispositions~~Merger, ~~rental~~it ~~income,~~is ~~another~~anticipated ~~source~~that ofthe Company’s ~~our~~Chairman ~~historical~~and ~~earnings,~~Chief ~~has~~Executive ~~been~~Officer, ~~negatively~~Alan ~~impacted~~R. ~~Accordingly~~Abrams, inand ~~order~~its ~~for~~Executive usVice ~~to improve profitability in the future~~President, ~~the BPE business will need to be expanded sufficiently to produce consolidated net earnings~~J. ~~There can be no guarantee~~Andrew Abrams, ~~however, that the BPE business~~ will beretire ~~able to~~from ~~produce~~service ~~sufficient~~with ~~earnings, if any, to replace~~ the ~~earnings contribution that was generated by our former real estate segment in recent years, particularly in light of the BPE business’ lack of a long-term track record of sustained profitability~~Company.

~~Our~~ On ~~ability~~June 24, 2011, the compensation committee of the Company’s board of directors determined that employees whose employment is terminated as a result of the Merger will be entitled to severance ~~implement~~under ~~our~~the ~~growth~~Company’s ~~strategy~~1993 Salaried Employees Several Plan (the “Plan”). The Plan provides for the ~~BPE~~payment ~~business~~of ~~will~~severance ~~depend~~to ~~upon~~full-time asalaried ~~variety~~employees of the Company and its subsidiaries, ~~factors~~based ~~that~~generally ~~are~~on ~~not~~the ~~entirely~~length ~~within~~of ~~our~~service ~~control,~~of ~~including,~~an ~~but~~employee ~~not~~and ~~limited~~his ~~to:~~or her base pay.

• Consistent ~~our~~with ~~ability~~the toPlan, ~~add~~the ~~new~~Merger ~~product~~Agreement ~~and~~provides ~~service~~for ~~offerings~~severance onpayments ato ~~timely~~Alan ~~basis~~R. Abrams in the amount of approximately $254,000 and to ~~keep~~J. ~~our~~Andrew ~~current~~Abrams ~~products~~in ~~and~~the approximate amount of $145,000. The Committee also approved certain other separation benefits for these officers, including outplacement services ~~competitive;~~and legal fee reimbursement, and continuation of medical insurance for a period of time.

•ITEM ~~the~~8.01 ~~successful~~OTHER ~~hiring, training and retention of qualified personnel;~~EVENTS

• On June 27, 2011, the ~~establishment~~Company ofissued ~~new~~a ~~relationships~~joint ~~and~~press release announcing the ~~expansion~~execution of ~~existing~~the Merger ~~relationships~~Agreement, ~~with~~a ~~customers~~copy of which is attached hereto as Exhibit 99.3 and ~~suppliers;~~incorporated herein by reference.

•* ~~the~~* ~~availability~~* of* ~~adequate capital; and~~*

•Additional ~~our~~Information ~~ability~~on tothe ~~make~~Merger ~~profitable business acquisitions~~ and Where to ~~integrate~~Find ~~such acquired businesses into existing operations.~~It

ToNeither ~~date,~~this ~~our~~filing ~~BPE~~nor ~~business~~its ~~has~~exhibits ~~yet~~constitute toa ~~achieve~~solicitation ~~sustained~~of ~~profitability~~any vote or approval. In connection ~~light~~with ofthe Merger, the ~~absence of~~Company will file a ~~proven~~proxy ~~long-term~~statement ~~track~~with ~~record~~the SEC, and deliver the definitive proxy statement to its shareholders. Shareholders of ~~sustained~~the ~~profitability~~Company ~~for~~are urged to read the proxy ~~BPE~~statement ~~business~~when it becomes available, weas ~~cannot guarantee~~well ~~that~~as ~~our~~other ~~growth~~documents ~~strategy~~filed with the SEC, because they will becontain ~~successful.~~important Ifinformation ~~our~~about ~~growth~~the ~~strategy~~Merger. ~~ultimately~~The ~~were~~proxy tostatement and other documents the Company files with the SEC will be ~~unsuccessful,~~available ~~our~~free ~~revenues~~of charge at the SEC’s web site (www.sec.gov), ~~earnings~~or from Servidyne’s website (www.servidyne.com) under the tab “Investor Relations” and ~~stock~~then ~~price~~under ~~would~~the heading “All SEC Filings.” Free copies of the Company’s filings also may be ~~adversely~~obtained ~~affected~~by directing a request to investorrelations@servidyne.com.

~~Our~~ The ~~earnings~~Company ~~could~~and its directors and executive officers may be ~~adversely~~deemed, ~~affected~~under bySEC ~~non-cash~~rules, ~~adjustments~~to be participants in the solicitation of proxies from the Company’s shareholders with respect to ~~goodwill~~the proposed transaction. Information about the directors and executive officers of the Company is included in its definitive proxy statement for its 2010 annual meeting of shareholders filed with the SEC on July 28, 2010. More detailed information regarding the identity of potential participants, and their direct or indirect interests, by securities holdings or otherwise, will be set forth in the proxy statement and other ~~assets~~documents to be filed with the SEC in connection with the proposed merger.

AsCautionary ~~prescribed~~Note byAbout generally accepted accounting principles in the United States, we undertake an annual review of goodwill and other intangible assets balances. This test is performed during the third quarter of our fiscal year, unless there has been a triggering event that warrants an earlier interim testing for possible impairment. Our most recently completed annual test indicated that no impairment existed as of January 31, 2011. Future impairment tests could yield different results, however, depending upon such factors as our actual operating performance being significantly different than our assumptions utilized in the testing, or as a result of changes in our industry. Consequently, future tests may result in an impairment of goodwill or other intangible assets, in which event we would be required to record a nonForward-~~cash~~Looking ~~charge to earnings in~~Statements our financial statements during the period in which such impairment were determined to exist. Our goodwill and other intangible assets at January 31, 2011, were approximately $8.6 million, or approximately 34% of our total assets. At April 30, 2010, they were approximately $8.7 million, or approximately 21% of total assets.

~~Non-cash~~Certain ~~adjustments~~statements tocontained ~~other~~or ~~assets~~incorporated ~~can~~by ~~also~~reference ~~negatively~~in ~~affect~~this ~~our~~filing ~~earnings.~~and ~~For~~its exhibits, ~~instance~~including without limitation, statements containing the words “believe,” “anticipate,” as“estimate,” ~~reflected~~“expect,” in“plan,” ~~our~~“project,” ~~recent~~“forecast,” ~~filings~~“should,” weand ~~had~~words toof ~~record~~similar aimport, ~~one~~are forward-~~time~~looking ~~non-cash~~statements ~~income~~within ~~tax~~the ~~valuation allowance~~meaning of ~~$857,000~~the onfederal ~~our~~securities ~~state~~laws. ~~deferred~~Forward-looking statements ~~income~~included ~~tax~~in ~~assets,~~this asfiling aand ~~result~~its ofexhibits ~~our~~include, ~~periodic~~without ~~review~~limitation, statements ofregarding the ~~recoverability~~expected closing of ~~our~~the ~~deferred~~proposed ~~tax~~transaction, ~~assets.~~which

~~Any such charges could have a material adverse effect on our results of operations.~~5

TheTable marketsof for our products, services and technology are very competitive and are becoming more so; if we cannot successfully compete in those markets, our business could be materially and adversely affected.Contents

~~The~~projections ~~markets~~are ~~for~~subject ~~our~~to ~~energy~~the ~~savings~~risk ~~products,~~of ~~services~~nonsatisfaction ~~and~~of ~~technology~~closing ~~are~~conditions, ~~highly~~among ~~competitive~~other ~~and~~risks. ~~fragmented,~~Forward-looking ~~and~~statements ~~are~~involve ~~subject~~known toand ~~rapidly~~unknown ~~changing~~risks, ~~technologies~~uncertainties, ~~emerging~~and ~~competing~~other matters ~~products~~which ~~and services,~~may ~~frequent~~cause ~~performance~~the ~~improvements~~actual results, ~~and~~performance, ~~evolving~~or ~~industry~~achievements ~~standards.~~of Wethe ~~compete~~Company ~~against~~to be ~~not~~materially ~~only~~different ~~smaller~~from ~~companies~~any offuture ~~similar~~results, ~~size to us~~performance, ~~but~~or ~~also~~uncertainties ~~against~~expressed ~~much~~or ~~larger~~implied ~~traditional and~~by ~~competitive~~such ~~energy~~forward-looking ~~efficiency~~statements. ~~services~~Factors ~~providers~~affecting ~~and~~forward-looking ~~energy~~statements ~~services~~this ~~companies.~~filing Weand ~~expect~~its ~~competition~~exhibits, inwithout ~~our~~limitation, ~~markets~~include ~~to increase in~~ the ~~future~~factors ~~because~~identified ofunder the ~~substantial~~caption ~~near-term~~“Risk ~~and~~Factors” in ~~long-term~~the ~~growth~~Company’s ~~potential~~Current ofReport ~~our~~on ~~markets.~~Form ~~Competition~~8-K ~~could~~filed ~~arise~~with ~~from~~the ~~both~~SEC ~~newly~~on ~~organized businesses~~June 2, as2011, ~~well~~ as ~~from~~such ~~business~~factors ~~expansions~~may ~~by established enterprises into our markets.~~be ~~Increased~~updated ~~competition~~from ~~could~~time ~~cause us~~ to ~~reduce~~time ~~the~~by ~~price~~subsequent ofCompany ~~our~~SEC ~~energy~~filings. ~~savings~~The ~~products~~Company ~~and services,~~does ~~and~~not weundertake ~~could~~to update ~~experience~~these ~~lower~~forward-looking ~~gross profit margins and slower growth, or even a loss of market share~~statements.

4ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

~~Many of our existing competitors, as well as many potential new competitors, have longer~~(d) Exhibits operating histories, greater name recognition, larger customer bases and significantly greater financial, technical, marketing, sales, manufacturing and other resources than we do. This may enable these competitors to develop and implement new and better product, service and/or technology offerings more quickly than we can, and to adapt more rapidly to changes in customer requirements or preferences. Greater resources may also enable competitors to promote their products more effectively, or price them more attractively, than we can. Established larger enterprises may have existing customer, vendor and partner relationships that may give them a competitive advantage vis-à-vis our BPE offerings, and other competitors with greater resources may be more attractive to potential new customers, vendors, partners and employees than we may be to them.

Consequently, we cannot assure you that we will have the financial resources, technologies, portfolio of products and services, or marketing, sales and operating support capabilities to compete successfully in the future, which could materially and adversely affect our revenues and profits.


2.1		Agreement and Plan of Merger, dated as of June 26, 2011, by and among Scientific Conservation, Inc., Scrabble Acquisition, Inc. and Servidyne, Inc. (The Disclosure Schedule and similar attachments are omitted pursuant to Item 601(b)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request).

99.1		Form of Voting and Support Agreement With Respect to Approximately 28% of the Voting Power of the Company.

99.2		Form of Voting and Support Agreement With Respect to Approximately 27% of the Voting Power of the Company.

99.3		Press Release of Servidyne, Inc. dated June 27, 2011.

~~Failure to adequately expand our sales force may impede our growth.~~6

WeTable are dependent on our direct sales force to obtain new customers for our BPE business, particularly large enterprise customers, and to help manage our customer base. We operate in a very competitive marketplace for sales personnel with the advanced sales skills, technical knowledge, industry experience, and existing customer relationships that we need. Our ability to achieve significant growth in revenues in the future will depend, in large part, on our success in recruiting, training, motivating and retaining a sufficient number of such qualified sales personnel. New personnel require significant training. Our recent hires and planned new hires might not prove to be as productive as we would like or expect, and we might be unable to hire a sufficient number of qualified individuals in the future in the markets where we conduct or desire to conduct business. If we cannot hire, develop, and retain a sufficient number of qualified and productive sales personnel, our revenues and profitability could be adversely impacted, and as a result, our growth could be impeded, which could have a material adverse effect on our business and financial position. Contents

~~As more of our sales efforts are targeted at larger enterprise customers, sales cycles may become~~SIGNATURES ~~longer and more expensive, and we may encounter pricing pressures and implementation challenges, all of which could harm our business.~~

WePursuant ~~are seeking~~ to ~~continue~~the ~~our~~requirements ~~recent~~of ~~years’~~the ~~success~~Securities inExchange ~~obtaining~~Act ~~additional larger enterprise customers for our BPE offerings. As we target more~~ of ~~these customers~~1934, wethe ~~anticipate~~registrant ~~potentially facing~~has ~~greater~~duly ~~sales~~caused ~~and marketing costs, longer sales cycles and less predictability in closing sales. In~~ this ~~market~~report ~~segment, a customer’s decision~~ to ~~use our BPE products and services may~~ be an ~~enterprise-wide~~signed ~~decision,~~on ~~and~~its ifbehalf ~~so,~~by ~~this type of sale could require us to provide greater levels of education to prospective customers regarding~~ the ~~use~~undersigned ~~and~~hereunto ~~benefits~~duly ~~of our building performance-enhancing products and services~~authorized.

In addition, larger customers may demand more customization, enhanced integration services and additional product features and services. As a result of these factors, new sales opportunities may require us to devote greater sales support and professional services resources to individual customers, driving up the costs and the amount of time required to close sales and diverting selling and professional services resources to a smaller number of larger transactions. Because of these factors, the risk of not closing a sale with a larger enterprise customer may be greater than with smaller customers, and the results of such potential failure, due to higher costs and fewer overall ongoing sales initiatives, also could be greater. Moreover, the purchasing power of larger enterprise customers may result in lower profit margins.


	SERVIDYNE, INC.
Dated: June 28, 2011	By:	/s/ Rick Paternostro
		Rick Paternostro
		Chief Financial Officer

ATable limited number of customers comprise a significant portion of our revenues and backlog. The loss of, or any significant decrease in, business from these customers could have an adverse effect on our results.Contents

~~A significant~~EXHIBIT ~~portion of our revenues and backlog for the fiscal year~~INDEX ended and as of April 30, 2010, and the nine months ended January 31, 2011, were derived from a relatively limited number of customers. In fiscal year 2010, we generated approximately 27% of revenues from our largest customer, and our top five customers accounted for approximately 53% of revenues. At April 30, 2010, approximately 55% of our backlog was due to one customer, and the top five customers accounted for approximately 83% of our backlog. For the nine months ended January 31, 2011, we generated approximately 28% of revenues from our largest customer, and our top five customers accounted for approximately 64% of revenues. At January 31, 2011, approximately 32% of our backlog was due to one customer, and the top five customers accounted for approximately 81% of our backlog.


2.1		Agreement and Plan of Merger, dated as of June 26, 2011, by and among Scientific Conservation, Inc., Scrabble Acquisition, Inc. and Servidyne, Inc. (The Disclosure Schedule and similar attachments are omitted pursuant to Item 601(b)(2) of Regulation S-K under the Securities Exchange Act of 1934, as amended. The Company agrees to furnish a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request).

99.1		Form of Voting and Support Agreement With Respect to Approximately 28% of the Voting Power of the Company.

99.2		Form of Voting and Support Agreement With Respect to Approximately 27% of the Voting Power of the Company.

99.3		Press Release of Servidyne, Inc. dated June 27, 2011.

This customer concentration increases the risk of fluctuations in our revenues and operating results. If we lose a significant customer, or if revenues or orders from significant customers decline, our business, results of operations and financial condition could be materially adversely affected. Additionally, if one of these customers is lost, or if revenues or orders from one or more of these customers decline, we cannot assure you that we will be able to replace or supplement the lost customers with others that generate comparable revenues or profits.

A portion of our revenues is derived from fixed price contracts, which could result in losses on contracts.

A portion of our revenues and current backlog is based on fixed price or fixed unit price contracts that involve risks relating to our potential responsibility for the increased costs of performance under such a contract. Generally, under fixed price or fixed unit price contracts, we have to absorb any increase in our costs not caused by a customer modification or other compensable change to the original contract, whether due to inflation, inefficiency, faulty estimates or other factors. There are a number of other factors that could create differences in contract performance, as compared to the original contract price, including, among other things, differing facility conditions, insufficient availability of skilled labor in a particular geographic location and insufficient availability of materials.

We often utilize subcontractors in performing services or completing projects, whose potential unavailability or unsatisfactory performance could have a material adverse effect on our business and financial position.

We often utilize unaffiliated third-party subcontractors in order to perform some of our energy engineering and consulting services, proprietary software and other IT development projects, much of our energy savings maintenance, installation and retrofit projects, and most of our other construction-related projects and services. As a consequence, we depend on the continuing availability of, and satisfactory performance by, such subcontractors. Such subcontractors may not be available at the times or in the quantities needed, or in the markets where we operate, or the quality of work by such subcontractors may prove to be below acceptable standards.

In addition, the subcontractors may be unable to qualify for payment and performance bonds to ensure their performance or may be otherwise inadequately capitalized. Insurance protection available to subcontractors for construction defects, if any, is increasingly expensive and may become unavailable, and the scope of such protection may become greatly limited.

If as a result of subcontractor problems or failures, we were unable to meet our contractual obligations to our customers, or were unable to successfully recover sufficient indemnity from our subcontractors or their bond or insurance carriers, then we could suffer losses which could decrease our profitability, damage our customer relations, significantly harm our reputation, or otherwise have a material adverse effect on our business and financial position.

If our security measures for our proprietary technology solutions were breached, and as a result unauthorized access to a customer’s data were obtained, our BPE offerings could be perceived as not being sufficiently secure, customers might curtail or stop using our products and services, and we could incur significant losses and liabilities.

Our proprietary technology solutions involve the storage of customers’ data and information, whether locally on the customers’ own computers, or on our computers. Some of these proprietary technology solutions also involve the transmission of such data and information. Security breaches could expose us to partial or total loss of this data and information, potential litigation, and possible liability.

If security measures were breached as a result of third-party action, employee error, malfeasance or otherwise, during transfer of data and information to data centers or at any time, and, as a result, someone were to obtain unauthorized access to any of our customers’ data and information, our reputation might be damaged, our business might suffer, and we might incur significant losses and liability.

Because techniques used to obtain unauthorized access or to sabotage computer systems change frequently, and generally are not recognized until after being launched against a target, we might be unable to anticipate such techniques or to implement adequate preventative measures on a timely basis.

If an actual or perceived breach of security were to occur, the market perception of the effectiveness of our security measures could be harmed, we could lose sales and customers, and our business and financial potential could be harmed.

We depend on the assistance of our customers to complete energy savings projects on a timely basis. If a customer were unable or unwilling to offer us assistance on a timely basis, or at all, it could affect project timelines and reduce or slow the recognition of energy savings project revenues.

Much of the work we perform requires significant interaction with our customers. Therefore, we must have our customers’ full cooperation to complete projects on a timely basis. In the early stages of a project, we are at risk of our customers not providing accurate or timely data for project implementation. Also, we must frequently access our customers’ facilities, and any restriction of such access could delay or prevent the completion of projects.

Our recently introduced Fifth Fuel Management® offering is largely untested. If we fail to fully develop this offering, its prospects could be adversely affected. Moreover, developing Fifth Fuel Management® will require additional capital, which we may not be able to obtain.

Our Fifth Fuel Management® offering is relatively new, and its business viability is largely untested. Our ability to develop Fifth Fuel Management® into a profitable product line depends upon a variety of factors, some of which are not entirely within our control, including:

• our ability to develop, acquire and/or license any additional technologies and processes necessary to fully develop and implement the Fifth Fuel Management® system;

• our ability to market and sell this new offering to significant customers, such as public and investor-owned utilities and building owners and operators; and

• the availability of adequate capital to fund the full development, marketing and working capital requirements of Fifth Fuel Management®.

In light of the relative newness of Fifth Fuel Management®, and the absence of a proven track record of profitability, we cannot guarantee that this offering will be successful.

In addition, we anticipate that developing the Fifth Fuel Management® offering to meet expected demand will require additional capital, which we may seek to raise through outside sources or the sale of assets. We cannot assure you that we will be successful in raising adequate additional capital on acceptable terms, or at all.

If the new Fifth Fuel Management® system ultimately were to be unsuccessful, our revenues, earnings, financial position, stock price and the business as a whole could be adversely affected.

The value to customers of our energy savings products and services is substantially impacted by the prevailing conditions of energy markets; if energy prices and utility costs were to decline, our sales might not grow, or could even decline.

The financial value to customers who utilize our energy efficiency products and services is usually measured by the energy and utility cost savings to be realized over time. Accordingly, the return on our customers’ investment for installing energy efficient products and services and the time period necessary for our customers to recoup their initial investment in utilizing these products and services are directly correlated with the prevailing retail market prices for energy. If the price of energy and utility rates drop, customers’ energy savings and returns on investment from energy efficiency products and services would be less, and the time period over which their investment could be recovered through energy and utility costs savings would be extended. Consequently, if energy prices were to decline, demand for our energy efficiency products and services could decline as a result, as potential customers would be dissuaded from an upfront investment that may not produce an attractive return on investment for some time.

A decline in energy prices could not only negatively affect the level of sales of energy savings products and services, but could also decrease the profitability of such products and services, as we might be obliged to lower prices in response to a resulting decrease in customer demand.

We depend upon key personnel, and the loss of any such key personnel could adversely impair our ability to conduct business. In addition, implementing our growth strategy will require the addition of more suitable personnel.

One of our objectives is to develop and maintain a strong management team at all levels. At any given time, we could lose the services of key executives or other key employees, and the loss of any such key personnel could adversely affect our results of operations, financial condition and ability to execute our business strategy. If we were to lose a member of our senior management team, we might be required to incur significant costs in identifying, hiring and retaining a replacement for such departed executive.

In addition, the growth of our BPE business will require the addition and retention of qualified personnel. Some of our offerings, such as energy engineering, energy savings project design and implementation, and various IT-oriented products and services, may require personnel with special skills who are in high demand in the employment marketplace. We compete for such personnel with some companies with much greater resources. Accordingly, we may not be able to attract and hire such personnel or retain them in the face of better offers from competitors.

Prevailing capital market and economic conditions could impact demand for our services and products.

U.S. and international capital markets have experienced severe volatility, disruptions and failures in recent years, and the U.S. economy has only recently emerged from recession. Customers and potential customers who are capital-constrained, whether due to a weak economy or deteriorated market conditions, may delay or even cancel certain operating expenses and/or capital expenditures, including expenditures for our services and products.

If we cannot find suitable candidates for business acquisition or cannot integrate completed business acquisitions successfully, our prospects could be adversely affected.

In addition to organic growth, our strategy includes growth through business acquisitions. Our BPE business was established through several business acquisitions over the years. We compete for acquisition opportunities with other companies that have significantly greater financial resources. Therefore, there is a risk that we may be unable to complete an important acquisition because another company may be able to pay more for a potential acquisition candidate or may be able to use its financial resources to acquire a potential acquisition candidate before we could obtain the requisite financing.

Even if we complete a desirable business acquisition on favorable terms, we may not be able to successfully integrate any newly acquired company into existing operations on a timely basis. Integration of a substantial business is a challenging, time-consuming and costly process. It is possible that the acquisition itself or the integration process could result in the loss of the acquired company’s management or other key employees, the disruption of the acquired company’s business, or inconsistencies in standards, controls, procedures and policies that could adversely affect the acquired company’s ability to maintain good relationships with its suppliers, customers and employees.

In addition, successful integration of an acquired company requires the dedication of significant management resources that may temporarily detract attention from Servidyne and the acquired company’s day-to-day businesses. If we cannot integrate the organization, operations and systems of an acquired company in a timely and efficient manner, the anticipated benefits of a completed acquisition may not be fully realized.

We could be exposed to environmental liability related to the disposal of hazardous materials.

One of our key offerings is replacing existing lighting systems with newer, more energy efficient lighting systems in various types of facilities. Replacing lighting systems can often involve removing, handling and disposing of hazardous materials. Various federal, state and local laws govern the handling of hazardous materials. Complying with environmental laws and regulations can be costly. If we fail to comply, we could face liability from government authorities or other third parties. Even in cases where we subcontract the disposal of such materials, we could face potential liability. Judgments, fines or similar penalties for environmental non-compliance could negatively affect our financial position and reputation.

We are subject to changing regulations regarding corporate governance and required public disclosure that have increased both the costs of compliance and the risks of noncompliance. As a small public company, these costs of compliance may affect us disproportionately as compared with larger competitors.

As a public company, we are subject to the laws, rules and regulations, and standards of various governing bodies, including the Securities and Exchange Commission, Nasdaq and the Public Company Accounting Oversight Board, which are charged with the protection of investors and the oversight of companies whose securities are publicly traded. The Company’s efforts to comply with these regulations

have resulted in, and are expected to continue to result in, increased general and administrative expenses and a diversion of management time and attention away from earnings-generating activities to compliance activities.

In addition, because these laws, rules and regulations, and standards are subject to varying interpretations, their application in practice may evolve over time as new guidance becomes available. This evolution may result in continuing uncertainty regarding compliance matters and additional costs necessitated by ongoing revisions to our disclosure and governance practices. If we fail to satisfactorily address and remain in compliance with all of these laws, rules and regulations, and standards, and any subsequent revisions or additions, our business may be adversely impacted.

Moreover, many compliance costs are not in direct proportion to the size of a particular company. As a small public company, these costs might affect us disproportionately, particularly in comparison to our larger public competitors. We may also be at a disadvantage vis-à-vis public company compliance costs compared with privately held competitors that are not subject to the same laws, rules and regulations, and standards.

We might not be able to refinance the mortgage debt on our corporate headquarters building on a timely basis or on acceptable terms.

At January 31, 2011, we had a mortgage note payable of approximately $4.1 million on our corporate headquarters building, which is pledged as collateral on the note. The note matures on August 21, 2012. Exculpatory provisions of the mortgage loan limit our liability for repayment to our interest in the mortgaged property. The property’s current leasing status, physical condition and net operating income; global, national, regional or local economic conditions; financial and credit market conditions; the level of liquidity available in real estate markets; the Company’s financial position; the terms and conditions or status of the Company’s other corporate loans; or other prior financial commitments could impair the Company’s ability to refinance the mortgage debt on the corporate headquarters building at a time when such refinancing might be necessary. Moreover, such refinancing might not be available at acceptable terms, including in respect of loan principal amounts, interest rates, amortization schedules, guaranties or maturity terms.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS.

(d) Exhibits.

10.1		Real Estate Note dated July 17, 2002, made by 1945 The Exchange LLC (an affiliate of the Company) in favor The Ohio National Life Insurance Company (related to the Company’s corporate headquarters building).
10.2		Deed to Secure Debt and Security Agreement made and entered into as of July 17, 2002, by and between 1945 The Exchange LLC and The Ohio National Life Insurance Company (related to the Company’s corporate headquarters building).
10.3		Assignment of Leases and Rents made and entered into as of July 17, 2002, by and between 1945 The Exchange LLC and The Ohio National Life Insurance Company (related to the Company’s corporate headquarters building).
10.4		Unconditional Guaranty of Payment and Performance made as of July 17, 2002, by Abrams Properties, Inc. (an affiliate of the Company) in favor of The Ohio National Life Insurance Company (related to the Company’s corporate headquarters building).
10.5		Consolidated Amended and Restated Renewal Note and Security Agreement dated as of December 18, 2003, by and among National Loan Investors, L.P., DMD2, Inc. (f/k/a the Wheatstone Energy Group, Inc.) and Servidyne Systems, LLC (f/k/a The Wheatstone Energy Group, LLC, f/k/a WEGI Acquisition, LLC) (an affiliate of the Company).
10.6		Assumption Agreement dated as of December 18, 2003, by and among National Loan Investors, L.P., DMD2, Inc., Servidyne Systems, LLC, M. Todd Jarvis and Paul M. Williams.

10.7		Loan Modification, Extension, Reaffirmation and Assumption Agreement dated as of March 9, 2011, by and among National Loan Investors, L.P. and Servidyne Systems, LLC.
10.8		Modification and Extension Promissory Note and Security Agreement No. 1 dated March 9, 2011, and effective January 19, 2011, between and among National Loan Investors, L.P. and Servidyne Systems, LLC.
10.9		Modification and Extension Promissory Note and Security Agreement No. 2 dated March 9, 2011, and effective January 19, 2011, between and among National Loan Investors, L.P. and Servidyne Systems, LLC.
10.10		Unconditional Guaranty of Payment and Performance made and entered into March 9, 2011, by Abrams Power, Inc. (an affiliate of the Company) to and in favor of National Loan Investors, L.P.

SIGNATURES

Pursuant to the requirements of the Securities and Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

	SERVIDYNE, INC.
Dated: June 2, 2011	By:	/s/ Rick A. Paternostro
		Rick A. Paternostro
		Chief Financial Officer

Filing Compare · SERVIDYNE, INC.