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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. )*
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Bindview Development Corp.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
591002100
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(CUSIP Number)
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(Date of Event Which Requires Filing of this Statement)
Check the appropriate box to designate the rule pursuant to which this
Schedule is filed:
/ / Rule 13d-1(b)
/ / Rule 13d-1(c)
/ / Rule 13d-1(d)
*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 the disclosures provided in a prior cover page.
The information required in 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. 591002100
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(1) Names of Reporting Persons.
I.R.S. Identification Nos. of above persons (entities only).
JMI Equity Fund III, L.P. 52-2016380
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(2) Check the Appropriate Box if a Member (a) / /
of a Group (See Instructions) (b) / /
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(3) SEC Use Only
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(4) Citizenship or Place of Organization
United States of America
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Number of Shares (5) Sole Voting Power
Beneficially 1,415,221
Owned by --------------------------------------------------
Each Reporting (6) Shared Voting Power
Person With: 0
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(7) Sole Dispositive Power
1,415,221
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(8) Shared Dispositive Power
0
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(9) Aggregate Amount Beneficially Owned by Each Reporting Person
1,415,221
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(10) Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See
Instructions) / /
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(11) Percent of Class Represented by Amount in Row (9)
7.0% based on Sept. 1998 10Q
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(12) Type of Reporting Person (See Instructions)
PN
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ITEM 1(a). NAME OF ISSUER: Bindview Development Corp.
ITEM 1(b). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
3355 W. Alabama
Suite 1200
Houston, TX 77098
ITEM 2(a). NAMES OF PERSONS FILING: JMI Equity Fund III, L.P
ITEM 2(b). ADDRESS OF PRINCIPAL BUSINESS OFFICE OR, IF NONE, RESIDENCE: The
address of the principal business office of the Reporting Persons is
JMI Equity Fund III L.P., 1119 St. Paul Street, Baltimore, Maryland,
21202.
ITEM 2(c). CITIZENSHIP: Each of the managing members of the General Partner is
a U.S. citizen.
ITEM 2(d). TITLE OF CLASS OF SECURITIES: Common Stock, no par value per share.
ITEM 2(e). CUSIP NUMBER: 591002100
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13d-L(b). OR 13d-2(b).
CHECK WHETHER THE PERSON FILING AS A:
(a) [ ] Broker or dealer registered under Section 15 of the
Securities Exchange Act of 1934 (the "Act").
(b) [ ] Bank as defined in Section 3(a)(6) of the Act.
(c) [ ] Insurance Company as defined in Section 3(a)(19) of the Act.
(d) [ ] Investment Company registered under Section 8 of the
Investment Company Act of 1940.
(e) [ ] Investment Adviser registered under Section 203 of the
Investment Advisers Act of 1940.
(f) [ ] Employee Benefit Plan, Pension Fund which is subject to the
provisions of the Employee Retirement Income Security Act of
1974 or Endowment Fund; see Rule 13d-l(b)(1)(ii)(F) of the
Act.
(g) [ ] Parent Holding Company, in accordance with Rule
13d-l(b)(ii)(G) of the Act.
(h) [ ] Group, in accordance with Rule 13d-l(b)(1)(ii)(H) of the Act.
Not applicable. This Schedule 13G is not being filed pursuant to
Rule 13d-l(b) or 13d-2(b).
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ITEM 4. OWNERSHIP.
(a) Amount Beneficially Owned: JMI Equity Fund III, L.P. is the
record owner of 1,415,221 shares (the "Record Shares") as of
December 31, 1998.
(b) Percent of Class: 7%. The foregoing percentage is calculated
based on the 19,965,170 shares of Common Stock reported to be
outstanding at Septmeber 30, 1998 in the most recent Form 10Q of
Bindview Development Corpoation, as adjusted pursuant to Rule
13d-3(d)(1).
(c) Number of shares as to which such person has:
(i) sole power to vote or to direct the vote: 1,415,221 shares
for each Reporting Person.
(ii) shared power to vote or to direct the vote: 0 for each
Reporting Person.
(iii) sole power to dispose or to direct the disposition of:
1,415,221 shares for each Reporting Person.
(iv) shared power to dispose or to direct the disposition of: 0
for each Reporting Person.
ITEM 5. OWNERSHIP OF FIVE PERCENT OR LESS OF A CLASS.
Not applicable.
ITEM 6. OWNERSHIP OF MORE THAN FIVE PERCENT ON BEHALF OF ANOTHER PERSON.
Not applicable.
ITEM 7. IDENTIFICATION AND CLASSIFICATION OF THE SUBSIDIARY WHICH ACQUIRED
THE SECURITY-BEING REPORTED ON BY THE PARENT HOLDING COMPANY.
Not applicable.
ITEM 8. IDENTIFICATION AND CLASSIFICATION OF MEMBERS OF THE GROUP.
Not applicable. The Reporting Persons expressly disclaim membership in
a "group" as used in Rule 13d-l(b)(ii)(H).
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ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not applicable.
ITEM 10. CERTIFICATION.
Not applicable. This statement on Schedule 13G is not filed
pursuant to Rule 13d-l(b).
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SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
each of the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: February 12, 1999
JMI EQUITY FUND III, L.P.
By: JMI Associates III, L.P.
By:__________________________
General Partner
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EXHIBIT 1
AGREEMENT
Pursuant to Rule 13d-1 (f)( 1 ) under the Securities Exchange Act of
1934, the undersigned hereby agree that only one statement containing the
information required by Schedule 13G need be filed with respect to the ownership
by each of the undersigned of shares of Common Stock of Optika Imaging Systems,
Inc..
EXECUTED as a sealed instrument this ____ day of February, 1999.
JMI EQUITY FUND III, L.P.
By: JMI PARTNERS, L.P.
By:__________________________
Charles E. Noell, III
For the General Partner
