SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(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)
421964107
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(CUSIP Number)
Helen R. Franco, Esq.
Edwards & Angell, LLP
250 Royal Palm Way, Suite 300
Palm Beach, FL 33480
(561) 833-7700
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
June 27, 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 Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[_].
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for
other parties to whom copies are to be sent.
(Continued on following pages)
----------
(1) 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>
CUSIP No. 421964107 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
AristaData, Inc. 13-2912765
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
WC
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
0
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,500
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
8,500
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
8,500
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
CERTAIN SHARES* [_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
0.13%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
CO
________________________________________________________________________________
<PAGE>
CUSIP No. 421964107 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
David R. Caplan
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
2,900
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 8,500
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
2,900
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
342,500
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
345,400
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.08%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
<PAGE>
CUSIP No. 421964107 13D
________________________________________________________________________________
1 NAME OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Maria B. Caplan
________________________________________________________________________________
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [X]
(b) [_]
________________________________________________________________________________
3 SEC USE ONLY
________________________________________________________________________________
4 SOURCE OF FUNDS*
PF
________________________________________________________________________________
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) OR 2(e) [_]
________________________________________________________________________________
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
________________________________________________________________________________
7 SOLE VOTING POWER
NUMBER OF
334,000
SHARES _________________________________________________________________
8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY 0
_________________________________________________________________
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
0
PERSON _________________________________________________________________
10 SHARED DISPOSITIVE POWER
WITH
334,000
________________________________________________________________________________
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
334,000
________________________________________________________________________________
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
[_]
________________________________________________________________________________
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
4.95%
________________________________________________________________________________
14 TYPE OF REPORTING PERSON*
IN
________________________________________________________________________________
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
The Reporting Persons are making this statement in reference to the
Common Stock, $.001 par value (the "Common Stock"), of Health Systems Design
Corporation, a Delaware corporation ("HSDC"). The address of the principal
executive offices of HSDC is 1111 Broadway, Oakland, California, 94607.
Item 2. Identity and Background.
The Reporting Persons are making this statement pursuant to Rule
13d-1(a) promulgated under the Act.
AristaData, Inc., a New York corporation ("AristaData"), is located at
One Arista Terrace, Rhinebeck, New York, 12572, Telephone: (914) 266-8000.
AristaData is engaged in financial consulting covering the computer software and
services industry.
The information set forth in the remainder of this Item 2 pertains to
the remaining two Reporting Persons.
(a) Names: David R. Caplan and Maria B. Caplan.
(b) Residence or business address:
Mr. Caplan: c/o AristaData, Inc.
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One Arista Terrace
Rhineback, New York 12572
Ms. Caplan: c/o AristaData, Inc.
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One Arista Terrace
Rhineback, New York 12572
(c) Mr. Caplan serves as President of AristaData and also as
President of AristaQuest Corporation ("AristaQuest"), an
affiliate of AristaData. Through his activities for
AristaData and AristaQuest, Mr. Caplan is principally
engaged in financial consulting covering the computer
software and services industry.
Ms. Caplan is principally engaged in private investment and
is also an employee of AristaQuest.
(d) Neither Reporting Person has been convicted in a criminal
proceeding in the last five years.
(e) Neither Reporting Person has, during the last five years,
been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a
judgment, decree or final order enjoining future violations
of, or prohibiting or mandating activities subject to,
federal or state securities laws or finding any violation
with respect to such laws.
(f) Mr. Caplan and Ms. Caplan are each a citizen of the United
States.
Item 3. Source and Amount of Funds or Other Consideration.
The shares of Common Stock acquired by AristaData were purchased using
corporate working capital. Mr. Caplan and Ms. Caplan each used personal funds to
acquire their respective shares of Common Stock.
Item 4. Purpose of Transaction.
The Reporting Persons have acquired the Common Stock for investment
purposes; accordingly, the Reporting Persons may determine to buy additional
shares of Common Stock, or to sell any or all of their shares of Common Stock,
at any time.
The Reporting Persons believe that the public trading price of the
Common Stock does not reflect either the intrinsic or strategic value of HSDC.
The Reporting Persons have been major stockholders of HSDC for some period of
time and have from time to time had discussions with senior HSDC officers
regarding possible transactions which might enhance stockholder value. However,
no such discussions have occurred for several months, and HSDC has informed Mr.
Caplan (and has reported in its public filings) that HSDC has retained
BankBoston Robertson Stephens & Co. to represent HSDC in connection with any
potential transactions.
While the Reporting Persons have to date been willing to wait for
further announcements regarding the results of the engagement of Robertson
Stephens, the Reporting Persons are considering, and may make, proposals to the
Company with respect to extraordinary corporate transactions, including a
merger, reorganization or sale of assets; changes in the Board of Directors,
including the expansion of the Board and the addition of other independent
directors with relevant industry or other experience; changes in senior
executive management; and changes in HSDC's charter and/or bylaws to provide a
greater role for stockholders who are not part of HSDC management. In addition,
the Reporting Persons may consider and propose to HSDC that it undertake a
transaction (such as a merger or other "going private" transaction) as a result
of which HSDC might be de-listed from NASDAQ or become eligible for termination
of registration pursuant to Section 12(g)(iv) of the Act.
The Reporting Persons intend to consider their respective options in
the near future and to take such action on these matters as they deem
appropriate.
Item 5. Interest in Securities of the Issuer.
(a) The aggregate number and percentage of the Common Stock (based
upon information set forth in HSDC's most recent Form 10-Q as to the number of
outstanding shares of common stock at April 30, 2000) beneficially owned by each
of the Reporting Persons is as follows:
No. of Shares Percentage
------------- ----------
AristaData, Inc. 8,500 0.13%
David R. Caplan 345,400* 5.08%*
Maria B. Caplan 334,000 4.95%
*Includes 8,500 shares of Common Stock held by AristaData and 334,000 shares
held by Ms. Caplan.
The Reporting Persons hold as a group, within the meaning of Section
13(d)(3) of the Act, an aggregate of 345,400] shares of Common Stock, which
represents 5.08% of the total shares of Common Stock of HSDC issued and
outstanding as of April 30, 2000. None of the Reporting Persons has a present
right to acquire any other shares of Common Stock.
(b) AristaData has shared voting and dispositive power with Mr.
Caplan, the controlling person of AristaData, with respect to [8,500] shares of
Common Stock. Mr. Caplan has sole voting and dispositive power with respect to
2,900 shares of Common Stock. Ms. Caplan has sole voting power and shared
dispositive power with Mr. Caplan with respect to 334,000 shares of Common
Stock.
(c) During the last sixty (60) days, the transactions involving the
Common Stock effected by any Reporting Person were the purchase of (i) 28,700
shares of Common Stock by Ms. Caplan at an average price per share of $5.23 (ii)
200 shares of Common Stock by Mr. Caplan at $3.56 per share on June 22, 2000;
and (iii) 8,500 shares of Common Stock by AristaData at a price of $4.06 per
share on June 26, 2000, effected over NASDAQ.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds of sale of, any of the
securities listed in Item 5(a).
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
Mr. Caplan and Ms. Caplan are husband and wife and generally act in
concert with respect to their investments. AristaData is owned by Mr. Caplan,
and he is presumed to control it.
Item 7. Material to be Filed as Exhibits.
Exhibit I Joint Filing Agreement dated as of June 27, 2000 among
AristaData, Inc., David R. Caplan and Maria B. Caplan.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of knowledge and belief of the
Reporting Persons, each Reporting Person certifies that the information set
forth in this statement is true, complete and correct.
Dated: June 27, 2000 ARISTADATA, INC.
By: /s/ David R. Caplan
---------------------------------------
David R. Caplan, President
/s/ David R. Caplan
---------------------------------------
David R. Caplan
/s/ Maria B. Caplan
---------------------------------------
Maria B. Caplan
