Table of Contents

Table of Contents

Table of Contents

~~Table~~UNITED ofSTATES ~~Contents~~

~~UNITED STATES~~ SECURITIES AND EXCHANGE COMMISSION

~~WASHINGTON~~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~~earliest ~~Event~~event ~~Reported~~reported): ~~June~~August 26, 2011

SERVIDYNE, INC.

(Exact name of ~~Registrant~~registrant as ~~Specified~~specified in its ~~Charter~~charter)

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

Georgia

1945 The Exchange Suite 300 Atlanta, Georgia		30339-2029
(Address of principal executive offices)		(Zip code)

(State or other jurisdiction of incorporation)

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


000-10146		58-0522129
(Commission File Number)		(IRS Employer Identification No.)

~~Not~~1945 ~~Applicable~~ The Exchange, Suite 300

~~(Former name or former address~~Atlanta, ifGA ~~changed~~30339-2029 ~~since last report)~~

~~Check~~(Address ~~the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation~~ of ~~the~~principal ~~registrant~~executive ~~under~~offices, ~~any~~including ofZip ~~the following provisions (see General Instruction A.2. below~~Code):

oRegistrant’s ~~Written~~telephone ~~communications~~number, ~~pursuant~~including toarea ~~Rule 425~~code: ~~under the Securities Act~~ (~~17 CFR 230.425~~770) 953-0304

þCheck ~~Soliciting~~the ~~material~~appropriate ~~pursuant~~box tobelow ~~Rule 14a~~if the Form 8-12K ~~under~~filing is intended to simultaneously satisfy the ~~Exchange~~filing ~~Act~~obligation ~~(17~~of ~~CFR~~the ~~240.14a-12)~~ registrant under any of the following provisions:

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))

o¨ ~~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))

~~TABLE~~¨ OFPre-commencement ~~CONTENTS~~communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~ITEM~~¨ ~~1.01~~Pre-commencement ~~ENTRY~~communications ~~INTO~~pursuant Ato ~~MATERIAL~~Rule ~~DEFINITIVE~~13e-4(c) ~~AGREEMENT~~under ~~ITEM~~the ~~5.02~~Exchange ~~DEPARTURE~~Act OF(17 ~~DIRECTORS~~CFR ~~OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS ITEM 8~~240.~~01 OTHER EVENTS ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS SIGNATURES EXHIBIT INDEX EX~~13e-~~2.1 EX-99.1 EX-99.2 EX-99.3~~4(c))

~~Table~~INTRODUCTORY ofNOTE ~~Contents~~

~~ITEM~~On 1August 29, 2011, Servidyne, Inc.01, ~~ENTRY~~a ~~INTO~~Georgia Acorporation ~~MATERIAL~~(the ~~DEFINITIVE~~“Company”) ~~AGREEMENT~~completed its merger (the “Merger”) with Scrabble Acquisition, Inc., a Georgia corporation (“Merger Sub”), a wholly-owned subsidiary of SCIenergy, Inc., a Delaware corporation (formerly known as Scientific Conservation, Inc.) (“SCI”). The Merger was effected pursuant to an Agreement and Plan of Merger, dated as of June 26, 2011, entered into among the Company, Merger Sub and SCI (the “Merger Agreement”). The Merger Agreement was adopted by the Company’s shareholders at a special meeting of the Company’s shareholders held on August 26, 2011 (the “Special Meeting”), as described in Item 5.07 below. The Merger became effective on August 29, 2011 (the “Effective Time”), pursuant to the Certificate of Merger that was filed with the Secretary of State of the State of Georgia on such date. In the Merger, Merger Sub merged with and into the Company and the Company continued as the surviving corporation (the “Surviving Corporation”) and as a wholly-owned subsidiary of SCI.

~~On June~~Item ~~26, 2011, Servidyne, Inc~~2.,01 aCompletion ~~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 Company pursuant to which Merger Sub will, subject to the satisfaction~~ or ~~waiver~~Disposition 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”)~~Assets.

~~Concurrently,~~The ~~Parent~~information ~~entered~~disclosed into Voting and Support Agreements (the “Support 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 Chief Executive Officer and its Executive Vice President and their affiliates—pursuant to which the shareholders have agreed, among other things, to vote in favor of the Merger and against alternative transactions, subject to, with respect to Support Agreements covering approximately 27% of the voting power of the Company, termination under ~~certain circumstances described below under —Support Agreements~~Item 5.”01 ~~The affirmative vote of shareholders holding a majority of the outstanding voting power of the Company~~ is ~~required~~incorporated toby ~~approve~~reference ~~the Merger~~herein.

~~The~~Item 3.01 ~~Merger~~Notice ~~has been approved by the boards~~ of ~~directors~~Delisting ofor ~~Parent~~Failure ~~and~~to ~~Merger~~Satisfy 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~~Continued ofListing ~~the shareholders to be held to consider the Merger. Subject to the satisfaction~~ or ~~waiver~~ ofStandard; ~~the~~Transfer ~~conditions to closing, or the earlier termination~~ of ~~the 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~~Listing.

~~Merger~~The ~~Agreement~~ information disclosed in the Introductory Note is incorporated by reference herein.

~~Pursuant~~In toconnection ~~the~~with ~~Merger Agreement, at~~ the ~~effective~~completion ~~time~~ of the Merger ~~(the~~on ~~“Effective Time”)~~August 29, ~~each~~ ~~share of common stock~~2011, ~~$1.00~~the ~~par~~Company ~~value~~notified ~~per~~the ~~share~~NASDAQ ofGlobal ~~the~~Market ~~Company~~ (“~~Common Stock~~NASDAQ”) ~~issued~~of ~~and outstanding~~the ~~immediately~~effectiveness ~~prior~~of to the ~~Effective~~Merger. ~~Time~~As ~~(other~~a ~~than~~result ~~shares~~of ~~held by~~ the ~~Company~~Merger, ~~Parent~~ orthe ~~Merger~~Company ~~Sub,~~no ~~which~~longer ~~will~~meets bethe ~~cancelled)~~numerical ~~will~~listing berequirements ~~converted~~of ~~into~~NASDAQ. ~~the~~The ~~right~~Company toalso ~~receive~~notified ~~$3.50~~NASDAQ inthat ~~cash. Also~~each atshare of the ~~Effective~~Company’s ~~Time,~~common ~~each~~ stock, ~~appreciation~~par ~~right~~value ~~and~~$1.00 ~~stock~~per ~~option~~share ~~exercisable~~(the ~~for~~“Company’s ~~shares of~~ Common Stock”), ~~that~~issued isand outstanding ~~“in~~immediately ~~the~~prior ~~money”~~to ~~(i.e.,~~ the ~~per~~Effective ~~share~~Time ~~merger~~(other ~~consideration~~than ~~exceeds~~shares ~~the exercise~~held ~~price~~by of the ~~equity~~Company, ~~incentive)~~SCI, ~~will~~Merger ~~vest~~Sub ~~(if~~or ~~not~~any ~~previously~~of ~~vested)~~their ~~and~~wholly-owned ~~the~~subsidiaries ~~holder~~or ~~thereof will~~by beshareholders ~~entitled~~of tothe ~~receive~~Company inwho ~~exchange~~have ~~therefor~~validly anexercised ~~amount~~their indissenters’ ~~cash~~rights ~~equal~~under Georgia tolaw) ~~the~~was ~~product~~converted ofinto ~~(i)~~ the ~~excess,~~ ifright ~~any~~to ofreceive ~~(x)~~ $3.50 ~~over~~in ~~(y) the~~cash, ~~exercise~~without ~~price~~interest ~~per~~and ~~share of Common Stock~~ subject to ~~such in-the-money~~any ~~stock~~required ~~appreciation~~tax ~~right~~withholding ~~or stock option multiplied by~~ (~~ii)~~ the ~~number~~“Merger ofConsideration”), ~~shares of Common Stock represented by such equity incentive. Each stock appreciation right~~ and ~~stock~~requested ~~option~~ that isNASDAQ ~~outstanding~~file ~~and~~a ~~unexercised~~notification ~~immediately~~of ~~prior~~removal tofrom ~~the~~listing ~~Effective~~on ~~Time~~Form ~~that is not~~25 ~~in-~~with the~~-money~~ ~~will~~Securities ~~expire~~ and beExchange ~~cancelled~~Commission ~~as of~~ (the ~~Effective~~“SEC”) ~~Time~~with ~~for~~respect noto ~~consideration.~~the ~~In addition,~~Company’s ~~each~~Common ~~share~~Stock ofand ~~restricted~~suspend ~~stock~~trading of the Company’s ~~that~~Common isStock ~~outstanding~~on ~~immediately~~NASDAQ Global Market prior to ~~the~~ ~~Effective Time will vest (if not previously vested) and~~ the ~~holder~~opening ~~thereof~~of ~~will~~trading beon ~~entitled~~August 30, ~~to receive $3~~2011.~~50 in cash in exchange therefor.~~

~~The completion of the Merger is subject to various customary conditions, including, among others: (i)~~Item ~~the~~3.03 ~~approval~~Material ofModification the Company’s shareholders; (ii) receipt by Parent of environmental condition reports on certain of the Company’s owned real properties (other than the corporate headquarters building) evidencing no negative environmental conditions; (iii) receipt of certain material third party consents; (iv) termination of certain deferred compensation plans and the severance plan of the Company; (v) that holders of less than 5% of the outstanding Common Stock exercise statutory dissenters’ rights; (vi) the repayment of certain outstanding debt of the Company; and (vii) subject to ~~certain~~Rights ~~materiality exceptions, the accuracy~~ of ~~the~~Security ~~representations~~Holders. ~~and warranties made~~

~~Table~~In connection with the consummation of ~~Contents~~the Merger, each share of the Company’s Common Stock issued and outstanding immediately prior to the Effective Time (other than shares held by the Company, SCI, Merger Sub or any of their wholly-owned subsidiaries or by shareholders of the Company who have validly exercised their dissenters’ rights under Georgia law) was converted into the right to receive the Merger Consideration. At the Effective Time, the Company’s shareholders immediately prior to the Effective Time ceased to have any rights as shareholders in the Company (other than their right to receive the Merger Consideration) and accordingly no longer have any interest in the Company’s future earnings or growth.

~~by the Company, Parent and Merger Sub, respectively, and compliance by the Company, Parent and Merger Sub with their respective obligations under the Merger Agreement~~Item 5.01 ~~The~~Changes ~~Merger~~in isControl ~~not~~of ~~subject to pre-merger notification under the Hart-Scott-Rodino Antitrust Improvements Act~~Registrant.

The ~~Merger~~information ~~Agreement~~disclosed ~~contains~~in ~~customary~~the ~~representations,~~Introductory ~~warranties~~Note ~~and~~is ~~covenants~~incorporated by ~~the Company,~~reference ~~Parent and Merger Sub~~herein. ~~The~~A ~~Company~~copy ~~has~~of ~~agreed, among other things: (i) to conduct its and its subsidiaries’ businesses in~~ the ~~ordinary~~Merger ~~course~~Agreement ofis ~~business~~incorporated ~~consistent~~by ~~with~~reference ~~past practices, and~~ to ~~refrain from certain actions without Parent’s consent; (ii) to seek to obtain the requisite~~ ~~shareholder~~Exhibit ~~approval;~~2.1 ~~and (iii) not~~ to ~~solicit alternative transactions; provided, however, that notwithstanding~~ the Company’s ~~nonsolicitation~~Current ~~obligations,~~Report ~~prior~~on toForm ~~approval by the Company shareholders of the Merger, the Company may furnish non~~8-~~public~~K ~~information~~filed ~~to, and may enter into discussions or negotiations~~ with, ~~any~~the ~~person~~SEC inon ~~response to an unsolicited~~June 28, ~~bona~~2011. ~~fide,~~Under ~~written acquisition proposal if~~ the ~~special~~Merger ~~committee~~Agreement, oreach ~~the~~share ~~board~~ of ~~directors of~~ the Company’s ~~reasonably determines~~Common inStock ~~good~~issued ~~faith,~~and ~~after~~outstanding ~~having~~immediately ~~taken~~prior ~~into~~to ~~account~~ the ~~advice~~Effective ofTime an(other than ~~independent~~shares ~~financial advisor~~held ~~and~~by the Company’s, ~~outside legal counsel~~SCI, ~~that~~Merger ~~such~~Sub ~~acquisition proposal constitutes~~ or ~~is reasonably~~any ~~likely~~of totheir ~~result~~wholly-owned insubsidiaries anor ~~offer~~by ~~more favorable, from a financial point of view, to the Company’s~~ shareholders ~~than the terms~~ of the ~~Merger~~Company ~~(as~~who ~~defined~~have invalidly ~~more~~exercised ~~detail~~their indissenters’ ~~the~~rights ~~Merger Agreement,~~under aGeorgia ~~“Superior Offer”~~law), ~~subject~~was toconverted ~~compliance~~into ~~with~~ the ~~terms~~right ofto ~~the~~receive the Merger ~~Agreement and Support Agreements, including certain notice rights to Parent~~Consideration.

~~Similarly,~~Also ~~the~~at ~~Company has agreed that neither~~ the ~~special~~Effective ~~committee~~Time, ~~nor~~each ~~the~~stock ~~board~~option ~~of directors~~exercisable ~~shall~~for ~~change~~shares ~~its recommendation to the shareholders that they vote in favor~~ of ~~the Merger, unless a Superior Offer has been received, and the~~ Company’s ~~board~~common ofstock ~~directors~~that ~~reasonably~~was ~~determines~~ “in-the-money” ~~good faith~~(i.e., ~~after having taken into account~~ the ~~advice~~exercise ofprice ~~the Company’s outside legal counsel, that, in light~~ of such ~~Superior~~stock ~~Offer,~~option ~~the~~was ~~Company’s~~less ~~board~~than of$3.50) ~~directors~~was isterminated ~~required~~and ~~to withdraw~~converted orinto ~~modify its recommendation in order for~~ the ~~Company’s~~right ~~board of directors~~ to ~~comply~~receive ~~with its~~an ~~fiduciary~~amount ~~obligations~~in tocash ~~the~~equal ~~Company’s shareholders under applicable Georgia law, subject again~~ to ~~compliance with~~ the ~~terms~~product of (i) the ~~Merger~~excess, ~~Agreement~~if ~~and Support Agreements~~any, ~~including certain notice rights to Parent and the right~~ of ~~Parent~~(x) $3.50 ~~to match~~ over (y) the ~~Superior Offer.~~exercise Aprice ~~change~~per share of ~~recommendation does not, however, relieve the~~ Company ~~of submitting~~common ~~the~~stock ~~Merger~~subject to such in-the-money ~~shareholders~~stock ~~for~~option ~~approval~~multiplied atby (ii) the ~~special~~number ~~shareholders’ meeting.~~

~~The~~ of ~~Merger~~shares ~~Agreement~~of ~~contains~~Company ~~certain~~common ~~termination~~stock ~~rights~~represented ~~for~~by ~~each~~such stock option. Each grant of ~~Parent~~stock ~~and~~appreciation ~~the~~rights ~~Company, including~~that was “in-the-money” ~~failure~~was ofterminated ~~the~~and ~~shareholders~~converted ofinto the ~~Company~~right to receive ~~approve~~an ~~the~~amount ~~Merger~~in orcash ~~the~~equal ~~failure~~ to ~~consummate~~ the ~~merger~~product byof ~~December~~(i) 31the excess, ~~2011.~~if ~~In addition~~any, of (x) $3.50 over (y) the ~~Merger~~exercise ~~Agreement~~price ~~provides~~of ~~that~~such in ~~connection~~-the-money ~~with~~stock ~~the~~appreciation ~~termination~~right, ofmultiplied by (ii) the ~~Merger~~number ~~Agreement~~of ~~under~~units ~~specified~~represented ~~circumstances,~~by ~~the~~such ~~Company~~stock ~~may~~appreciation berights. ~~required~~Each tostock ~~pay~~option ~~Parent~~and astock ~~termination~~appreciation ~~fee~~right ofthat ~~$460,000~~was ~~(the~~outstanding ~~“Termination Fee”)~~ and~~/or~~ ~~its~~unexercised ~~fees and~~immediately ~~expenses~~prior into ~~connection~~the ~~with~~Effective ~~the~~Time ~~Merger~~that ~~(including~~was ~~attorneys’,~~not ~~accountants’~~in-the-money expired and ~~financial advisory~~was ~~fees)~~cancelled ~~not~~as toof ~~exceed~~the ~~$450,000~~Effective ~~(the~~Time ~~“Expense~~for ~~Payment”)~~no consideration.

~~Specifically,~~As ina ~~the~~result ~~event~~of ~~that either Parent or~~ the ~~Company terminates the~~ Merger, ~~Agreement because~~SCI ~~the~~acquired ~~shareholders~~100% doof ~~not approve~~ the ~~Merger~~outstanding atvoting ~~the~~securities ~~special~~of ~~shareholders’ meeting,~~ the ~~Company~~ ~~is obligated to pay Parent the Expense Payment~~Company. The ~~Furthermore,~~aggregate inpurchase ~~the~~price ~~event~~paid ~~that after such~~for aall ~~termination,~~equity ~~and~~securities ~~on or prior to the date that is 12 months after the date~~ of ~~such termination, either an alternative acquisition transaction involving~~ the Company iswas ~~consummated~~approximately or$13 amillion. The ~~definitive agreement~~purchase ~~relating~~price towas anfunded ~~alternative~~by ~~acquisition~~SCI ~~transaction~~with iscash ~~entered~~on ~~into, then the Company is obligated to pay Parent the Termination Fee~~hand.

IfThe foregoing ~~the~~summary ~~Parent~~of ~~terminates~~ the Merger Agreement ~~because~~and ofthe ~~certain~~transactions ~~events,~~contemplated ~~including~~thereby ifdoes ~~the Company’s~~not ~~board~~purport ofto ~~directors~~be ~~changes~~complete ~~its~~and ~~recommendation~~is tosubject ~~the shareholders~~ to, ~~vote~~and qualified in ~~favor~~its ofentirety ~~the Merger~~by, ~~or if~~ the ~~board~~full ~~does~~text ~~not~~of ~~publicly oppose a competing acquisition proposal (as defined in more detail in~~ the Merger Agreement, aincorporated ~~“Triggering~~by ~~Event”),~~reference ~~then~~to ~~the~~Exhibit ~~company~~2.1 to isthe ~~obligated~~Company’s toCurrent ~~pay Parent~~Report ~~the~~on ~~Termination~~Form ~~Fee~~8-K ~~(but~~filed ~~not~~with the ~~Expense~~SEC ~~Payment)~~on June 28, 2011.

3Item 5.02. Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Agreements of Certain Officers.

~~Table~~In connection with the Merger, all members of ~~Contents~~the Company’s Board of Directors (Alan R. Abrams, Samuel E. Allen, Gilbert L. Danielson, Herschel Kahn and Robert T. McWhinney, Jr.) resigned as of the Effective Time, and the sole director of Merger Sub immediately prior to the Effective Time (Dana DuFrane) became the sole director of the Surviving Corporation immediately after the Effective Time.

In addition, ifin ~~the~~connection ~~Parent~~with ~~terminates~~ the Merger ~~Agreement due to a Triggering Event~~, orall ifofficers of the ~~Merger~~ ~~Agreement~~Company is(including ~~terminated~~Alan ~~due~~R. toAbrams, the ~~failure of the~~ Company’s ~~shareholders~~Chairman ~~to approve it~~ and an ~~alternative~~Chief ~~acquisition~~Executive ~~transaction~~Officer, isRick ~~entered~~A. ~~into or consummated within 12 months~~Paternostro, athe ~~certain contractual obligation in a confidentiality agreement between Parent and~~ Company’s ~~shall~~Chief ~~terminate. Pursuant~~Financial ~~to that contractual obligation~~Officer, ~~which~~M. ~~terminates~~Todd ~~under the foregoing circumstances~~Jarvis, the ~~parties~~Company’s ~~have~~President ~~agreed for several years to not “knowingly~~ and inChief ~~violation~~Operating ~~of [the confidentiality agreement] call on~~Officer, ~~divert,~~and ~~solicit~~J. ~~or,~~Andrew ~~directly or indirectly~~Abrams, ~~provide services, or accept business or orders from~~ the ~~other Party~~Company’s ~~customers,~~Executive ~~and~~Vice .President) .resigned .as ~~not~~of ~~knowingly,~~the ~~directly~~Effective ~~or indirectly~~Time, ~~solicit~~and ~~for~~the ~~employment~~sole orofficer ~~engagement,~~of orMerger ~~advise~~Sub orimmediately ~~recommend~~prior to ~~any~~the ~~other~~Effective ~~person~~Time or(Dana DuFrane) ~~entity~~became ~~that~~the ~~such~~sole ~~person~~officer orof ~~entity~~the ~~employ~~Surviving orCorporation ~~engage~~immediately orafter ~~solicit for employment or engagement, any such person or entity employed or engaged by~~ the ~~other~~Effective ~~Party~~Time.”

~~Voting~~Item 5.03 ~~and~~Amendments ~~Support~~to ~~Agreements~~Articles of Incorporation or Bylaws; Change in Fiscal Year.

~~Shareholders~~Pursuant ~~holding~~to ~~approximately~~the ~~28%~~Merger ofAgreement, at the ~~voting~~Effective ~~power~~Time, the Articles of Incorporation of the Company~~—including~~ ~~the Company’s~~were ~~Chairman~~amended and ~~Chief~~restated ~~Executive~~to ~~Officer~~be ~~and~~in ~~its~~the ~~Executive~~form ~~Vice~~of ~~President~~the ~~and~~Articles ~~their affiliates—have~~of ~~executed~~Incorporation ~~Support~~of ~~Agreements~~Merger ~~pursuant~~Sub. toThe ~~which~~Amended ~~such~~and ~~shareholders~~Restated ~~have~~Articles ~~agreed~~of ~~to vote~~Incorporation ~~in favor~~ of the ~~Merger,~~Surviving ~~and~~Corporation ~~against~~are ~~competing~~attached ~~transactions,~~as ~~and~~Exhibit ~~have~~3.1 ~~granted~~hereto anand ~~irrevocable proxy~~incorporated toherein ~~Parent with respect to these matters.~~by reference.

~~Shareholders~~Pursuant ~~holding~~to ~~approximately 27% of~~ the ~~voting~~Merger ~~power~~Agreement, ofat the ~~Company~~Effective ~~have~~Time, ~~executed Support~~the ~~Agreements~~bylaws ~~pursuant to which such shareholders have agreed to vote in favor~~ of the ~~Merger, and~~Company ~~against~~were ~~competing~~amended ~~transactions,~~ and ~~have~~restated ~~granted a proxy~~ to ~~Parent;~~be ~~provided,~~in ~~however,~~the ~~these Support~~form ~~Agreements, and~~ of the ~~related~~bylaws ~~proxies,~~of ~~terminate~~Merger ~~upon~~Sub. ~~the~~The ~~withdrawal~~Amended orand ~~modification~~Restated Bylaws of the ~~recommendation~~ ofSurviving ~~the~~Corporation ~~Company’s~~are ~~board~~attached ofas ~~directors~~Exhibit to3.2 ~~the~~hereto ~~shareholders~~and toincorporated ~~approve~~herein ~~the~~by ~~Merger~~reference.

*Item 5.07. *Submission *of *Matters * to a Vote of Security Holders.

The ~~foregoing~~Special ~~summaries of the Merger Agreement and the Support Agreements, and the~~Meeting ~~transactions~~was ~~contemplated~~held ~~thereby,~~at do11:00 ~~not~~a.m. ~~purport~~Eastern totime beon ~~complete and are subject to~~August 26, ~~and~~2011 ~~qualified in~~at ~~their entirety by,~~ the ~~full~~Company’s ~~text~~offices ofat ~~such~~1945 ~~agreements,~~The ~~which are filed herewith as Exhibits 2.1~~Exchange, ~~99.1~~ ~~and~~Suite ~~99.2~~300, ~~respectively~~Atlanta, ~~and~~Georgia ~~incorporated herein by reference~~30339-2029.

The Merger Agreement has been included to 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 Company’s orCommon ~~their~~Stock ~~respective~~issued ~~subsidiaries~~ and ~~affiliates.~~outstanding ~~The representations, warranties 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~~record date of ~~the parties to the Merger Agreement; may be subject to limitations agreed upon by the parties~~July 20, ~~including~~2011 ~~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 ~~may~~entitled ~~be subject~~ to ~~standards~~vote ofat ~~materiality applicable to~~ the ~~contracting~~Special ~~parties~~Meeting ~~that~~consisted ~~differ from those applicable to shareholders and investors. Shareholders and investors should not rely on the representations, warranties and covenants or any description thereof as characterizations~~ of ~~the actual state of facts or condition of Parent~~3, ~~Merger Sub~~674,358 orshares. Such ~~the~~shares ~~Company,~~were orvoted ~~any of their~~on ~~respective~~three ~~subsidiaries~~matters orat ~~affiliates. Moreover, information concerning~~ the ~~subject~~Special ~~matter of the representations~~Meeting, ~~warranties~~all ~~and covenants may change after the date~~ of ~~the Merger Agreement,~~ which ~~subsequent~~ ~~information~~were ~~may~~approved orpursuant ~~may~~to ~~not be fully reflected in public disclosures by Parent or~~ the ~~Company.~~ ~~The~~following ~~Merger~~final ~~Agreement~~voting ~~should~~results ~~not~~from ~~be read alone, but should instead be read in conjunction with~~ the ~~other~~Special ~~information~~Meeting: regarding the companies and the Merger that will be contained in, or incorporated by reference into, the proxy statement that the Company will be filing 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”).

4(1) To consider and vote upon a proposal to approve the Merger Agreement.


FOR	AGAINST	ABSTAIN
2,864,694	28,531	6,390

~~ITEM~~(2) To ~~5.02~~consider ~~DEPARTURE~~and OFvote ~~DIRECTORS~~on ORa ~~CERTAIN~~proposal ~~OFFICERS;~~to ~~ELECTION~~approve, OFon ~~DIRECTORS;~~an ~~APPOINTMENT~~advisory OFbasis, ~~CERTAIN~~the ~~OFFICERS;~~merger-related compensation ~~COMPENSATORY~~for ~~ARRANGEMENTS~~the OFCompany’s ~~CERTAIN~~named ~~OFFICERS~~executive officers.

In connection with the consummation of the Merger, it is anticipated that the Company’s Chairman and Chief Executive Officer, Alan R. Abrams, and its Executive Vice President, J. Andrew Abrams, will retire from service with the Company.


FOR	AGAINST	ABSTAIN
2,749,545	135,165	14,905

~~On June~~(3) ~~24,~~To ~~2011,~~consider ~~the~~and ~~compensation~~vote ~~committee~~on ~~of the Company’s board of directors determined that employees whose employment is terminated as~~ a ~~result~~proposal ~~of the Merger will be entitled~~ to ~~severance~~ ~~under~~adjourn the ~~Company’s~~special ~~1993~~meeting ~~Salaried~~to ~~Employees~~a ~~Several~~later ~~Plan~~date, ~~(the~~if ~~“Plan”).~~necessary ~~The~~or ~~Plan provides~~appropriate, ~~for the payment of severance~~ to ~~full-time~~solicit ~~salaried~~additional ~~employees~~proxies ofif ~~the~~there ~~Company~~are ~~and~~insufficient ~~its~~votes ~~subsidiaries, based~~in ~~generally~~favor onof the ~~length~~proposal ofto ~~service~~approve ofthe anMerger ~~employee and his or her base pay~~Agreement.

Consistent with the Plan, the Merger Agreement provides for severance payments to Alan R. Abrams in the amount of approximately $254,000 and to J. Andrew Abrams in the approximate amount of $145,000. The Committee also approved certain other separation benefits for these officers, including outplacement services and legal fee reimbursement, and continuation of medical insurance for a period of time.


FOR	AGAINST	ABSTAIN
2,844,228	34,944	20,443

~~ITEM 8~~Item 9.01 ~~OTHER~~Financial ~~EVENTS~~Statements and Exhibits.

On(d) ~~June 27,~~Exhibits ~~2011, the Company issued a joint press release announcing the execution of the Merger Agreement, a copy of which is attached hereto as Exhibit 99.3 and incorporated herein by reference.~~

* * * * *


Exhibit		Description

2.1		Agreement and Plan of Merger, dated as of June 26, 2011, by and among SCIenergy, Inc. (f/k/a Scientific Conservation, Inc.), Scrabble Acquisition, Inc. and Servidyne, Inc. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2011)*

3.1		Amended and Restated Articles of Incorporation of Servidyne, Inc.

3.2		Amended and Restated Bylaws of Servidyne, Inc.

~~Additional~~* ~~Information~~The onDisclosure Schedule and similar attachments are omitted pursuant to Item 601(b)(2) of Regulation S-K under the ~~Merger~~Securities ~~and~~Exchange ~~Where~~Act of 1934, as amended. The Company agrees to ~~Find~~furnish It a supplemental copy of any omitted schedule to the Securities and Exchange Commission upon request.

~~Neither~~SIGNATURES this filing nor its exhibits constitute a solicitation of any vote or approval. In connection with the Merger, the Company will file a proxy statement with the SEC, and deliver the definitive proxy statement to its shareholders. Shareholders of the Company are urged to read the proxy statement when it becomes available, as well as other documents filed with the SEC, because they will contain important information about the Merger. The proxy statement and other documents the Company files with the SEC will be available free of charge at the SEC’s web site (www.sec.gov), or from Servidyne’s website (www.servidyne.com) under the tab “Investor Relations” and then under the heading “All SEC Filings.” Free copies of the Company’s filings also may be obtained by directing a request to investorrelations@servidyne.com.

~~The~~Pursuant ~~Company and its directors and executive officers may be deemed, under SEC rules,~~ to ~~be participants in~~ the ~~solicitation~~requirements of ~~proxies from~~ the ~~Company’s~~Securities ~~shareholders~~Exchange ~~with~~Act ~~respect to 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~~1934, ~~2010. More detailed information regarding~~ the ~~identity~~registrant ofhas ~~potential participants,~~duly ~~and~~caused ~~their~~this ~~direct~~report orto ~~indirect interests, by securities holdings or otherwise, will~~ be ~~set~~ ~~forth~~signed inon ~~the~~its ~~proxy~~behalf ~~statement~~by ~~and other documents to be filed with~~ the ~~SEC~~undersigned inhereunto ~~connection~~duly ~~with the proposed merger~~authorized.

Cautionary Note About Forward-Looking Statements

~~Certain~~EXHIBIT ~~statements~~INDEX contained or incorporated by reference in this filing and its exhibits, including without limitation, statements containing the words “believe,” “anticipate,” “estimate,” “expect,” “plan,” “project,” “forecast,” “should,” and words of similar import, are forward-looking statements within the meaning of the federal securities laws. Forward-looking statements included in this filing and its exhibits include, without limitation, statements regarding the expected closing of the proposed transaction, which


Exhibit		Description

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. (incorporated by reference to Exhibit 2.1 to the Company’s Current Report on Form 8-K filed with the SEC on June 28, 2011)*

3.1		Amended and Restated Articles of Incorporation of Servidyne, Inc.

3.2		Amended and Restated Bylaws of Servidyne, Inc.

~~Table~~* The Disclosure Schedule and similar attachments are omitted pursuant to Item 601(b)(2) of ~~Contents~~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.

projections are subject to the risk of nonsatisfaction of closing conditions, among other risks. Forward-looking statements involve known and unknown risks, uncertainties, and other matters which may cause the actual results, performance, or achievements of the Company to be materially different from any future results, performance, or uncertainties expressed or implied by such forward-looking statements. Factors affecting forward-looking statements this filing and its exhibits, without limitation, include the factors identified under the caption “Risk Factors” in the Company’s Current Report on Form 8-K filed with the SEC on June 2, 2011, as such factors may be updated from time to time by subsequent Company SEC filings. The Company does not undertake to update these forward-looking statements.

ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS

(d) Exhibits

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.

SIGNATURES

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 hereunto duly authorized.

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

EXHIBIT INDEX

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.

SERVIDYNE, INC.

Date: August 31, 2011

/s/ Dana DuFrane

Dana DuFrane

President

Filing Compare · SERVIDYNE, INC.