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
James L Conway
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 120,000
BENEFICIALLY
OWNED BY 8 SHARED VOTING POWER
EACH
REPORTING 23,916
PERSON
WITH 9 SOLE DISPOSITIVE POWER
120,000
10 SHARED DISPOSITIVE POWER
23,916
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
143,916
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.0%
14 TYPE OF REPORTING PERSON
IN
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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 James L. Conway.
(b) Mr. Conway's principal place of business is: 146 Nassau Avenue,
Islip, New York 11751.
(c) Mr. Conway is the president and chief executive officer of the
Company.
(d) During the last five years Mr. Conway 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. Conway's personal funds.
Item 4. Purpose of Transaction.
Mr. Conway acquired his Common Stock for investment purposes. Mr.
Conway is the president, chief executive officer and a director of the Company.
Mr. Conway 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.
Item 5. Interest in Securities of the Issuer.
(a) (i) Mr. Conway beneficially owns 143,916 shares of common stock,
representing 5.9% of the common stock. Such shares are comprised of (A) 54,333
shares of common stock owned by Mr. Conway, (B) 65,667 shares of common stock
issuable upon exercise of warrants owned by Mr. Conway with an exercise price of
$6.00 as to 23,667 shares and $12.00 as to 42,000 shares, and (C) 23,916 shares
of common stock issuable upon exercise of warrants, with an exercise price of
$6.00 as to 9,666 shares and $12.00 as to 14,250 shares, held by Mr. Conway's
wife, as to which Mr. Conway disclaims beneficial ownership.
(ii) In addition to the presently exercisable options, Mr. Conway
also holds the following options which were granted pursuant to the Company's
1998 Long-Term Incentive Plan:
(A) An option to purchase 20,000 shares of common stock
at $1.50 per share which becomes exercisable on June 30, 1999.
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CUSIP No. 64114W 30 6 SCHEDULE 13D Page 4 of 5 Pages
(B) An option to purchase 50,000 shares of common stock
at $1.00 per share, which becomes exercisable as to 25,000 shares on May 3,
1999 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. Conway has sole power to vote or direct the vote, and sole power
to dispose, or to direct the disposition of, all of the 54,333 shares of common
stock owned by him. To the extent that Mr. Conway acquires any shares of common
stock upon exercise of options or warrants 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. Mr. Conway may be deemed to have shared power to
vote or dispose of the shares of common stock issuable upon exercise of warrants
held by his wife, as to which he disclaims beneficial ownership.
(c) Mr. Conway effected the following transactions in connection with
the Company's securities since February 7, 1999.
(i) On February 8, 1999, Mr. Conway exercised a stock option to
purchase 20,000 shares of common stock at $1.50 per share.
(ii) On April 8, 1999, Mr. Conway purchased 26,000 shares of
common stock at a purchase price of $2.015 per share, or an aggregate of
$52,387, from SIS Capital Corp. ("SIS Capital") in a private transaction. The
shares were purchased pursuant to an agreement dated as of March 25, 1999, among
SIS Capital, Consolidated Technology Group Ltd. ("Consolidated Technology"), the
Company, the purchasers, including Mr. Conway, and Anthony F. Grisanti, as
representative of the purchasers. SIS Capital, a wholly-owned subsidiary of
Consolidated Technology, is the Company's largest stockholder.
(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.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
None
Item 7. Exhibits.
None
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CUSIP No. 64114W 30 6 SCHEDULE 13D Page 5 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: April 30, 1999
/s/ James L. Conway
------------------------
James L. Conway
