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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1___)*
Health Systems Design Corporation
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
421964 10 7
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(CUSIP Number)
Peter A. Altabef
c/o PSC Healthcare Software, Inc.,
successor by merger to
Health Systems Design Corporation
1111 Broadway, Suite 1800
Oakland, California 94607
(510) 251-1330
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(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
December 15, 2000
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(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-1(g), check
the following box [ ].
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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).
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SCHEDULE 13D
Page 3
CUSIP No. 421964 10 7
<TABLE>
<CAPTION>
<S> <C>
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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)
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) / /
(b) / /
Not Applicable
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
Not Applicable
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e) / /
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA (1), (2), & (3)
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7 SOLE VOTING POWER
NUMBER OF 0(1), 0 (2), & 0 (3) See Item 5
SHARES -------------------------------------------------------------
8 SHARED VOTING POWER
BENEFICIALLY 0 (1), 0 (2), & 0 (3) See Item 5
OWNED BY -------------------------------------------------------------
9 SOLE DISPOSITIVE POWER
EACH
0 (1), 0 (2), & 0 (3) See Item 5
REPORTING
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PERSON 10 SHARED DISPOSITIVE POWER
WITH 0 (1), 0 (2), & 0 (3) See Item 5
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
0 shares (1), (2), & (3) See Item 5
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* / /
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0% (1), (2), & (3) See Item 5
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14 TYPE OF REPORTING PERSON*
IN (1), (2), & (3)
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</TABLE>
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SCHEDULE 13D
Page 4
This Amendment No.1 to Schedule 13D is being filed on behalf of Richard
C. Auger, J. Matthew Mackowski and Catherine C. Roth (collectively, the
"Reporting Persons"), to supplement and amend the Report on Schedule 13D,
originally filed on October 26, 2000 (the "Original 13D"). An agreement among
the Reporting Persons with respect to the filing of this amendment is attached
hereto as Exhibit 1. Capitalized terms used in this Amendment No. 1 without
definition shall have the respective meanings assigned to them in the Original
13D. This Amendment is being filed solely to report the following with respect
to Items 3, 4 and 5:
Item 3 of the Original 13D is hereby amended and restated in its
entirety to read as follows:
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION:
On December 15, 2000, the Company became a wholly-owned subsidiary of
Perot Systems. As a result, the Reporting Persons no longer beneficially own any
Shares in the Company.
The information set forth in Items 4 and 5 of this Schedule 13D is
hereby incorporated by reference herein.
This Amendment is being filed to report the following with respect to
Item 4 of the Original 13D:
ITEM 4. PURPOSE OF TRANSACTION:
On December 15, 2000, pursuant to the Voting Agreements entered into by
each Reporting Person, each Reporting Person voted all of his or her Shares in
favor of approval of the Merger. Consequently, pursuant to the Agreement by and
among the Company, Perot Systems and Merger Sub, the Merger Sub merged with and
into the Company in a statutory merger under the Delaware General Corporation
Law. As a result, each Share that was previously held by each Reporting Person
was automatically canceled and extinguished and converted into the right to
receive $2.00 per share in cash.
This Amendment is also being filed to report the following with respect
to Item 5 of the Original 13D:
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
As of December 15, 2000, the Shares of each Reporting Person were
automatically canceled and extinguished and converted into the right to
receive $2.00 per share in cash. Accordingly, as of December 15, 2000, the
Reporting Persons disclaim beneficial ownership with respect to all of the
securities of the Company reported in Item 5 of the Original 13D, and as of
December 15, 2000, each Reporting Person ceased to be the beneficial owner of
more than five percent of the common stock of the Company.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS:
Exhibit 1 Joint Filing Agreement by and among
Richard C. Auger, J. Matthew
Mackowski, and Catherine C. Roth dated as of
December 18, 2000
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SCHEDULE 13D
Page 5
SIGNATURE
After reasonable inquiry and to the best of their knowledge and belief, the
undersigned certify that the information set forth in this statement is true,
complete and correct.
December 18, 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
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SCHEDULE 13D
Page 6
EXHIBIT INDEX
Exhibit 1 Joint Filing Agreement by and among
Richard C. Auger, J. Matthew
Mackowski, and Catherine C. Roth,
dated as of December 18, 2000.
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JOINT FILING AGREEMENT
This will confirm the agreement by and among all the undersigned that
the Schedule 13D filed on or about this date and any amendments thereto with
respect to beneficial ownership by the undersigned of shares of common stock,
par value $0.001 per share of Health Systems Design Corporation, a Delaware
corporation, is being filed on behalf of each of the undersigned in accordance
with Rule 13d-1(k)(1) under the Securities Exchange Act of 1934. This agreement
may be executed in counterparts, each of which shall be deemed an original, but
all of which together shall constitute one and the same instrument.
December 18, 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
