UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 2 )*
HealthDesk Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class Securities)
42220T102
(CUSIP Number)
Edgewater Private Equity Fund II, L.P.
Attn. Mr. Brian J. Thompson
666 Grand Avenue, Suite 200
Des Moines, IA 50309
(515)245-5666
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications
February 19, 1998
(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 o.
Check the following box if a fee is being paid with the statement o.
(A fee is not required only if the reporting person: (1) has a
previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1; and
(2) has filed no amendment subsequent thereto reporting beneficial
ownership of five percent or less of such class.) (See Rule 13d-7.)
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).
CUSIP No. :42220T102
1) Names of Reporting Persons S.S. or I.R.S. Identification Nos.
of Above Person
Edgewater Private Equity Fund II, L.P. 42-1446140
2) Check the Appropriate Box if a Member of a Group
a)
b)
3) SEC Use Only
4) Source of Funds: 00
5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or (e) o
6) Citizenship or Place of Organization : United States
Number of 7) Sole Voting Power: 1,226,000
Shares
Beneficially 8) Shared Voting Power: -0-
Owned by
Each 9) Sole Dispositive Power: 1,226,000
Reporting
Person 10) Shared Dispositive Power: -0-
With
11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,226,000
12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares o
13) Percent of Class Represented by Amount in Row 11: 21.2%
14) Type of Reporting Person: PN
Item 1. Security and Issuer
- -----------------------------------
This Amended Statement on Schedule 13D (the "Statement") relates to
the common stock, par value $.01 per share (the "Common Stock") of
HealthDesk Corporation, a California corporation (the "Company").
The principal executive offices of the Company are located at 2560
Ninth Street, Suite 220, Berkeley, CA 94710.
Item 2 Identity and Background
- ---------------------------------------
(a) Edgewater Private Equity Fund II, L.P., (the "Purchaser") is a
Delaware limited partnership.
(b) The partnership's principal business address is 666 Grand Avenue
Suite 200, Des Moines, IA 50309.
(c) The partnership was formed for investment purposes.
(d) During the last five years neither the partnership, its general
partner, nor the officers of the general partner have been
convicted in a criminal proceeding.
(e) During the last five years neither the partnership, its general
partner, nor the officers of the general partner have been a
party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such
proceeding 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.
(f) United States
Item 3 Source and Amount of Funds or Other Consideration
- --------------------------------------------------------
On February 19, 1998 the Purchaser acquired 150,000 shares of Common Stock
from the Company in a private transaction for total consideration of
$300,000. On February 24, 1998 the Purchaser acquired 50,000 shares of
Common Stock from the Company in a private transaction for total consideration
of $100,000. The Purchaser acquired such shares of Common Stock with funds
invested by its general and limited partners for the purpose of acquiring
equity securities.
Item 4 Purpose of Transaction. The purchaser does not propose any of
the following
- ---------------------------------------------------------------------
(a) The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
(b) An extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the issuer or any of its
subsidiaries;
(c ) A sale or transfer of a material amount of assets of the issuer
or any of its subsidiaries;
(d) Any change in the present board of directors or management of the
issuer, including any plans or proposals to change the number
or term of directors or to fill any existing vacancies on the
board;
(e) Any material change in the present capitalization or dividend
policy of the issuer;
(f) Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals
to make any changes in its investment policy for which a vote
is required by section 13 of the Investment Company Act of 1940;
(g) Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
(h) Causing a class of securities of the issuer to be delisted
from a national securities exchange or to cease to be authorized
to be quoted in an inter-dealer quotation system of a
registered national securities association;
(i) A class of equity securities of the issuer becoming eligible
for termination of registration pursuant to Section 12(g)(4)
of the Act; or
(j) Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
- ---------------------------------------------------
(a) As of the date of this Statement, the Purchaser beneficially
owned an aggregate of 1,226,000 shares of Common Stock of the
Company. Such shares of Common Stock represent 21.2% of the
outstanding Common Stock of the Company, based upon 5,792,845
shares of Common Stock outstanding as of February 28, 1998.
(b) The Purchaser has sole power to vote or direct the vote and
sole power to dispose or direct the disposition of 1,226,000
shares of Common Stock that are owned.
(c ) On January 13, 1998 the Purchaser acquired 15,000 shares of the
Company's Common Stock in the open market for total consideration
of $50,250.
(d) N/A
(e) N/A
Item 6. Contracts, Arrangements, Understandings or Relationship
with Respect to Securities of the Issuer.:
- ----------------------------------------------------------------
None.
Item 7. Material to be Filed as Exhibits
- ------------------------------------------------
None
SIGNATURE
- -----------------------
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this
Statement is true, complete and correct.
Dated: March 2, 1998
- ---------------------------
/s/ James A. Gordon
- ---------------------------
James A. Gordon
President of Gordon Management, Inc.
General Partner to Edgewater II Management, L.P.
which is the General Partner
of Edgewater Private Equity Fund II, LP
