UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
NETSMART TECHNOLOGIES, INC.
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
64114W 30 6
(CUSIP Number)
Asher S. Levitsky P.C.
Esanu Katsky Korins & Siger, LLP
605 Third Avenue
New York, New York 10158
(212) 953-6000
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
April 8, 1999
(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 which is the subject of this Schedule 13D,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box. |_|
Note: Six copies of this statement, including all exhibits, should be
filed with the Commission. See Rule 13d-1(a) 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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CUSIP No. 64114W 30 6 SCHEDULE 13D Page 2 of 5 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Anthony F. Grisanti
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) [_]
(b) [_]
3 SEC USE ONLY
4 SOURCE OF FUNDS
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF
SHARES 73,061
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH 73,061
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
73,061
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [_]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.4%
14 TYPE OF REPORTING PERSON
IN
<PAGE>
CUSIP No. 64114W 30 6 SCHEDULE 13D Page 3 of 5 Pages
Item 1. Security and Issuer.
This statement relates to the Common Stock, par value $.01 per share
(the "Common Stock"), of Netsmart Technologies, Inc. (the "Company"), whose
principal executive offices are located at 146 Nassau Avenue, Islip, NY 11751.
Item 2. Identity and Background.
(a) This statement is being filed by Anthony F. Grisanti
(b) Mr. Grisanti's principal place of business is: 146 Nassau Avenue,
Islip, New York 11751.
(c) Mr. Grisanti is the chief financial officer of the Company.
(d) During the last five years Mr. Grisanti has not been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
as a result of which he was 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 any violation with respect to
such laws.
Item 3. Source and Amount of Funds or Other Consideration.
The shares were purchased with Mr. Grisanti's personal funds.
Item 4. Purpose of Transaction.
Mr. Grisanti acquired his Common Stock for investment purposes. Mr.
Grisanti is the chief financial officer of the Company.
Mr. Grisanti may purchase additional shares of Common Stock from time
to time. Such purchases may include the purchase of shares in the open market,
in private transactions and upon exercise of options which he presently holds or
which may be issued to him in the future.
The Company has advised Mr. Grisanti that it intends to file a
registration statement for SIS Capital and the purchasers of the Common Stock
from SIS Capital. Mr. Grisanti intends to include the 20,600 shares of Common
Stock purchased by him pursuant to the SIS Capital Agreement in such
registration statement. Although he has no present intention of selling such
shares, he may elect to sell such shares, and any other shares he owns, in the
future.
Item 5. Interest in Securities of the Issuer.
(a) (i) Mr. Grisanti beneficially owns 73,061 shares of Common Stock,
representing 2.4% of the Common Stock. Such shares are comprised of 39,061
shares of Common Stock owned by Mr. Grisanti, 35,000 shares of Common Stock
issuable upon exercise of options held by Mr. Grisanti with an exercise price of
$1.50 per share.
(ii) In addition to the presently exercisable options, Mr.
Grisanti holds an option to purchase 50,000 shares of Common Stock at $1.00 per
share, which becomes exercisable as to 25,000 shares
<PAGE>
CUSIP No. 64114W 30 6 SCHEDULE 13D Page 4 of 5 Pages
upon stockholder approval of an amendment to the Company's 1998 Long-Term
Incentive Plan and the remaining 25,000 shares on November 3, 1999. Such option
is not deemed to be presently exercisable since it is subject to stockholder
approval of an amendment to the 1998 Long-Term Incentive Plan.
(b) Mr. Grisanti has sole power to vote or direct the vote, and sole
power to dispose, or to direct the disposition of, all of the 38,061 shares of
Common Stock owned by him. To the extent that Mr. Grisanti acquires any shares
of Common Stock upon exercise of options held by him, he will have the sole
power to vote or direct the vote, and sole power to dispose, or to direct the
disposition of, such shares.
(c) Mr. Grisanti effected the following transactions in connection with
the Company's securities since February 7, 1999.
(i) On February 8, 1999, Mr. Grisanti exercised stock options
to purchase 7,703 shares of Common Stock at $0.696 per share and 3,118 shares at
$1.035 per share.
(ii) On April 8, 1999, Mr. Grisanti purchased 16,000 shares of
Common Stock at a purchase price of $2.015 per share, or an aggregate of
$23,238, from SIS Capital Corp. ("SIS Capital") in a private transaction. The
shares were purchased pursuant to an agreement (the "SIS Capital Agreement")
dated as of March 25, 1999, among SIS Capital, Consolidated Technology Group
Ltd. ("Consolidated Technology"), the Company, the purchasers, including Mr.
Grisanti, and Anthony F. Grisanti, as representative of the purchasers. SIS
Capital, a wholly-owned subsidiary of Consolidated Technology, is the Company's
largest stockholder.
(iii) On April 15, 1999, Mr. Grisanti purchased 4,600 shares
of Common Stock at a purchase price of $2.015 per share, or an aggregate of
$9,269, from SIS Capital pursuant to the SIS Capital Agreement."
(iv) Pursuant to the SIS Capital Agreement, in April 8 and 15,
1999, investors purchased, severally, an aggregate of 585,750, of which 20,600
shares were purchased by Mr. Grisanti, as disclosed in Paragraphs (c)(ii) and
(iii) of this Item 5. In connection with the SIS Capital Agreement, the
purchasers of the shares executed subscription agreements, which provided that
Mr. Grisanti had the right to accept or reject any person as a purchaser of
shares from SIS Capital. Although his role was only ministerial, because he had
the contractual right to accept or reject any person as a purchaser, he may be
deemed to have had beneficial ownership of the 565,150 shares purchased by other
purchasers. However, Mr. Grisanti has no right to dispose of or vote any shares
of Common Stock purchased by any of such purchasers. As of April 15, 1999, the
date of the second purchase from SIS Capital, and thereafter, Mr. Grisanti's
beneficial ownership is limited to the shares of Common Stock actually owned by
him or issuable to him upon exercise of options granted to him, which is less
than 5% of the outstanding shares of the Company's Common Stock.
(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 from the sale of such
securities.
(e) Not applicable.
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CUSIP No. 64114W 30 6 SCHEDULE 13D Page 5 of 5 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Mr. Grisanti was a party to subscription agreements relating to the
purchase of 565,350 shares of Common Stock from SIS Capital. Mr. Grisanti has
no continuing rights or obligations under the subscription agreements.
Item 7. Exhibits.
1. Agreement dated as of March 25, 1999, among SIS Capital Corp.,
Consolidated Technology Group Ltd., the Company, the purchasers, including Mr.
Grisanti, and Anthony F. Grisanti, as representative of the purchasers.1
2. Form of subscription agreements.
- ----------
(1) Filed as an exhibit to the Company's Form 8-K report dated March 25,
1999 and filed with the Commission on March 30, 1999 and incorporated herein by
reference.
103245
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CUSIP No. 64114W 30 6 SCHEDULE 13D Page 6 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: May 18, 1999
/s/ Anthony F. Grisanti
------------------------
Anthony F. Grisanti
103245
