<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. ___)*
Health Systems Design Corporation
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $.001 par value
--------------------------------------------------------------------------------
(Title of Class of Securities)
421964 10 7
--------------------------------------------------------------------------------
(CUSIP Number)
Richard C. Auger
c/o Health Systems Design Corporation
1111 Broadway, Suite 1800
Oakland, California 94607
(510) 251-1330
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
with copies to
Douglas Smith, Esq.
Gibson, Dunn & Crutcher LLP
One Montgomery Street
Telesis Tower, 26th Floor
San Francisco, California 94104-4505
October 18, 2000
--------------------------------------------------------------------------------
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition that is the subject of this Schedule 13D, and is filing this
schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-(g), check
the following box [ ].
<PAGE>
SCHEDULE 13D
Page 2
NOTE: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Sections 240.13d-7 for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities,
and for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be
deemed to be "filed" for the purpose of Section 18 of the Securities Exchange
Act of 1934 ("Act") or otherwise subject to the liabilities of that section of
the Act but shall be subject to all other provisions of the Act (however, see
the Notes).
<PAGE>
SCHEDULE 13D
Page 3
<TABLE>
<CAPTION>
CUSIP NO. 421964 10 7
--------------------------------------------------------------------------------------------------------------
<S> <C>
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Richard Auger (1), J. Matthew Mackowski (2), & Catherine C. Roth (3)
--------------------------------------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
Not Applicable (b) / /
--------------------------------------------------------------------------------------------------------------
3 SEC USE ONLY
--------------------------------------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
Not Applicable
--------------------------------------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) / /
--------------------------------------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA (1), (2), & (3)
---------------------------------------------------------------------------------------------------------------
7 SOLE VOTING POWER
1,566,800 (1), 1,420,900 (2), & 897,134 (3)
NUMBER OF
------------------------------------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 0 (1), 60,686 (2), & 0 (3)
OWNED BY
------------------------------------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 1,566,800 (1), 1,420,900 (2), & 897,134 (3)
PERSON -------------------------------------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
WITH
0 (1), 60,686 (2), & 0 (3)
----------------------------------------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,945,520 shares (1), (2), & (3)
----------------------------------------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
-----------------------------------------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
58.3% (1), (2), & (3)
-----------------------------------------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN (1), (2), & (3)
-----------------------------------------------------------------------------------------------------------------
</TABLE>
<PAGE>
SCHEDULE 13D
Page 4
ITEM 1. SECURITY AND ISSUER:
The name and address of the issuer is Health Systems Design
Corporation, a Delaware corporation (the "Company"), which has its principal
executive offices at 1111 Broadway, Suite 1800, Oakland, California 94607. The
title and class of equity securities to which this statement relates is the
common stock of the Company (the "Shares").
ITEM 2. IDENTITY AND BACKGROUND:
The persons filing this Schedule 13D are Richard C. Auger, an
individual, J. Matthew Mackowski, an individual and Catherine C. Roth, an
individual (the "Reporting Persons"). An agreement among the Reporting Persons
with respect to the filing of this statement is attached hereto as Exhibit 1.
The Reporting Persons are filing this statement of beneficial ownership on
Schedule 13D because they each entered into an individual Voting Agreement
(collectively the "Voting Agreements") with Perot Systems Corporation, a
Delaware corporation ("Perot Systems"), dated as of October 18, 2000, whereby
each Reporting Person agreed to vote his Shares in favor of the adoption and
approval of the Agreement and Plan of Merger dated as of October 18, 2000 (the
"Agreement"), among the Company, Perot Systems, and PSC Health Care, Inc., a
Delaware corporation and wholly owned subsidiary of Perot Systems ("Merger
Sub")(as described in Item 4 below). In addition, the Reporting Persons may be
deemed to be members of a group, within the meaning of Section 13(d)(3) of the
Securities Exchange Act of 1934, as amended (the "Exchange Act"), with Perot
Systems by virtue of being party to the Voting Agreement. Each of the Reporting
Persons expressly declares that the filing of this Schedule 13D shall not be
construed as an admission by him that he has formed any such group.
The name, residence or business address and present principal
occupation or employment of Richard C. Auger, J. Matthew Mackowski, and
Catherine C. Roth are set forth on Schedule A hereto and such information is
incorporated by reference herein.
None of the Reporting Persons has, during the last five years, (i) been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction as a result of which such person
was or is subject to a judgment, decree or final order enjoining future
violations of, or prohibiting or mandating activities subject to, federal or
state securities laws or finding a violation with respect to such laws.
The information set forth in Item 4 and Item 5 of this Schedule 13D is
hereby incorporated by reference herein.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
The Reporting Persons beneficially own the Shares reflected in this
Schedule 13D (or deemed, solely for purposes of Rule 13d-3, to be beneficially
owned) by them, directly or indirectly, because these Reporting Persons entered
into the Voting Agreements where each agreed to vote such Reporting Person's
Shares in favor of the proposed merger of the Company and Perot Systems, as
described more fully in Item 4 of this Schedule 13D.
This information set forth in Item 4 of this Schedule 13D is hereby
incorporated by reference herein.
ITEM 4. PURPOSE OF TRANSACTION:
On October 18, 2000, the Reporting Persons entered into the Voting
Agreements in connection with the Agreement, whereby, subject to the conditions
set forth therein (including approval by the stockholders of the Company), Perot
Systems will acquire the Company for $2.00 per share in an all cash transaction.
In addition, the Merger Sub will merge with and into the Company in a statutory
merger pursuant to the Delaware General Corporation Law, and Company will become
a wholly-owned subsidiary of Perot Systems (the "Merger"). At the effective time
of the merger (the "Effective Time"), the separate existence of Merger Sub will
cease and the Company will continue as the surviving corporation (the "Surviving
Corporation"). Each share of the capital stock of Merger Sub will be converted
into and become one fully paid up and nonassessable share of common
<PAGE>
SCHEDULE 13D
Page 5
stock of the Surviving Corporation. Each Share that is owned by the Company or
by any wholly-owned subsidiary of the Company and each Share that is owned by
Perot Systems, Merger Sub or any other subsidiary of Perot Systems immediately
prior to the Effective Time will automatically be canceled and retired without
any conversion thereof and no consideration will be delivered with respect
thereto. Each Share issued and outstanding as of the Effective Time will
automatically be canceled and extinguished and converted into the right to
receive in cash $2.00 per share. As a result of the merger, the Company may no
longer meet the continued listing requirements of The Nasdaq National Market and
may therefore be delisted from that market.
Upon consummation of the Merger, the directors of Merger Sub at the
Effective Time will continue as directors of the Surviving Corporation, until
the earlier of their resignation or removal or until their respective successors
are duly elected and qualified, as the case may be. At the Effective Time, the
certificate of incorporation and bylaws of the Surviving Corporation will be
amended to be identical to the certificate of incorporation and bylaws,
respectively, of Merger Sub as in effect immediately prior to the Effective
Time.
As an inducement to Perot Systems and Merger Sub to enter into the
Agreement, the Reporting Persons entered into the Voting Agreements whereby each
Reporting Person agreed to vote all of his Shares beneficially owned by him in
favor of approval and adoption of the Agreement and approval of the Merger and
certain related matters. In furtherance of such agreement, each Reporting Person
granted to and appointed Perot Systems its irrevocable proxy and
attorney-in-fact to vote the Shares beneficially owned by such Reporting Person
in favor of the Merger and the adoption of the Agreement. Perot Systems and
Merger Sub did not pay additional consideration to any of the Reporting Persons
in connection with the execution and delivery of the Voting Agreements.
In addition, each Reporting Person agreed not to (1) sell, transfer,
pledge or otherwise dispose of any of the Shares or any interest therein
(including the granting of a proxy to any person), and (2) take any action to
solicit, initiate or encourage any Acquisition Proposal (as defined in the
Agreement).
Each of the Reporting Persons holds the Shares in the ordinary course
of business and, except as otherwise set forth herein, not with the purpose or
effect of changing the control of the Company.
Except as set forth above, the Reporting Persons have no present plans
or intentions which would result in or relate to any of the transactions
described in subparagraphs (a) through (j) of Item 4 of Schedule 13D.
References to, and description of the Agreement and the Voting
Agreements as set forth herein are qualified in their entirety by reference to
the copies of the Agreement and the Voting Agreements, included as Exhibit 2,
and are incorporated herein in their entirety where such references and
descriptions appear.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) and (b): As of October 18, 2000, the Reporting Persons beneficially owned
(or are deemed, solely for the purpose of Rule 13d-3, to beneficially own),
directly or indirectly, an aggregate of 3,945,520 Shares, representing
approximately 58.3% of the Company's outstanding common stock.
Richard C. Auger has sole power to vote, direct the voting of, dispose
of and direct the disposition of 1,566,800 Shares. Mr. Auger disclaims
beneficial ownership of the Shares beneficially owned by J. Matthew Mackowski
and Catherine C. Roth, which Shares may be deemed to be beneficially owned, for
purposes of Section 13(d) of the Exchange Act, by Richard C. Auger by virtue of
being a party to the Voting Agreements. The filing of this Schedule 13D shall
not be construed as an admission by Richard C. Auger that he is, for purposes of
Section 13(d) of the Exchange Act, the beneficial owner of Shares held by such
other Reporting Persons.
J. Matthew Mackowski, directly or through the Mackowski Family Trust,
has sole power to vote, direct the voting of, dispose of and direct the
disposition of 1,420,900 Shares. In addition, Mr. Mackowski has shared power to
vote, direct the voting of, dispose of and direct the disposition of 60,000
Shares held by Mackowski & Shepler, a private partnership, of which Mr.
Mackowski is a partner. He also has shared power to vote, direct the voting of,
dispose of and direct the disposition of 686 Shares held by his wife, Susan
Mackowski. Mr. Mackowski disclaims beneficial ownership of the Shares
beneficially owned by Richard C. Auger and Catherine
<PAGE>
SCHEDULE 13D
Page 6
C. Roth, which Shares may be deemed to be beneficially owned, for purposes of
Section 13(d) of the Exchange Act, by J. Matthew Mackowski by virtue of being a
party to the Voting Agreements. The filing of this Schedule 13D shall not be
construed as an admission by J. Matthew Mackowski that he is, for purposes of
Section 13(d) of the Exchange Act, the beneficial owner of Shares held by such
other Reporting Persons.
Catherine C. Roth, directly or through the Roth Family Trust, has sole
power to vote, direct the voting of, dispose of and direct the disposition of
897,134 Shares. Ms. Roth disclaims beneficial ownership of the Shares
beneficially owned by Richard C. Auger and J. Matthew Mackowski, which Shares
may be deemed to be beneficially owned, for purposes of Section 13(d) of the
Exchange Act, by Catherine C. Roth by virtue of being a party to the Voting
Agreements. The filing of this Schedule 13D shall not be construed as an
admission by Catherine C. Roth that she is, for purposes of Section 13(d) of the
Exchange Act, the beneficial owner of Shares held by such other Reporting
Persons.
(c): Not applicable.
(d): Until the Effective Time, each Reporting Person will retain the
right to receive dividends in respect of, and the proceeds from the sale of,
the Shares of such Reporting Person subject to the Voting Agreement.
(e): Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER:
Except as disclosed in or contemplated by the Agreement and the Voting
Agreements, there are no contracts, arrangements, understandings or
relationships between the Reporting Persons and any third person with respect to
the Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
<TABLE>
<S> <C>
Exhibit 1 Joint Filing Agreement by and among Richard C. Auger, J. Matthew
Mackowski, and Catherine C. Roth dated October 26, 2000.
Exhibit 2 Agreement and Plan of Merger, dated as of October 18, 2000, among the
Company, Perot Systems, and Merger Sub and the Form of the Voting
Agreements, which is attached as Exhibit A-2 of the Agreement and Plan
of Merger (incorporated by reference to Exhibit 99.1 of the Company's
Form 8-K as filed on October 20, 2000).
</TABLE>
<PAGE>
SCHEDULE 13D
Page 7
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certifies that the information set forth in this statement is true,
complete and correct.
October 26, 2000
RICHARD C. AUGER
By: /s/ Richard C. Auger
---------------------------------
Name: Richard C. Auger
J. MATTHEW MACKOWSKI
By: /s/ J. Matthew Mackowski
---------------------------------
Name: J. Matthew Mackowski
CATHERINE C. ROTH
By: /s/ Catherine C. Roth
---------------------------------
Name: Catherine C. Roth
<PAGE>
SCHEDULE 13D
Page 8
SCHEDULE A
----------
LIST OF REPORTING PERSONS
<TABLE>
<S> <C>
Name: Richard C. Auger
Business Address: 1111 Broadway, Suite 1800
Oakland, CA 94607
Principal Occupation: Independent Consultant; Chairman of the Board of Directors of Health Systems Design Corporation
Name, principal business and
address of corporation or other
organization in which employment
is conducted: N/A
Name: J. Matthew Mackowski
Business Address: 275 Post St., Suite 1600
San Francisco, CA 94108
Principal Occupation: Partner of Mackowski & Shepler, a private investment partnership
Name, principal business and
address of corporation or other
organization in which employment
is conducted: N/A
Name: Catherine C. Roth
Business Address: 221 Main St.
Third Floor
San Francisco, CA 94107
Principal Occupation: Chief Executive Officer of MEDePass, Inc.
Name, principal business and
address of corporation or other
organization in which employment
is conducted: N/A
</TABLE>
<PAGE>
SCHEDULE 13D
Page 9
EXHIBIT INDEX
<TABLE>
<S> <C>
Exhibit 1 Joint Filing Agreement by and among Richard C. Auger, J. Matthew
Mackowski, and Catherine C. Roth, dated as of October 26, 2000.
Exhibit 2 Agreement and Plan of Merger, dated as of October 18, 2000, among the
Company, Perot Systems, and Merger Sub and the Form of the Voting
Agreements, which is attached as Exhibit A-2 of the Agreement and Plan
of Merger (incorporated by reference to Exhibit 99.1 of the Company's
Form 8-K as filed on October 20, 2000).
</TABLE>
