CYCARE SYSTEMS INC
SC 13G/A, 1995-02-13
COMPUTER PROCESSING & DATA PREPARATION
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This is Amendment No. 1 to Schedule 13G originally filed on July 21, 1992.  This
Amendment includes a restatement of the entire text of Schedule 13G as amended
as required by Regulation S-T Subpart 232.101.






                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549

                                  SCHEDULE 13G

                   Under the Securities Exchange Act of 1934
                               (Amendment No. 1)*

                             CYCARE SYSTEMS, INC.
                                (Name of Issuer)

                                 Common Stock
                         (Title of Class of Securities)

                                   232902106
                                 (CUSIP Number)





Check the following  box if a fee is being paid with this  statement [ ]. (A fee
is not required only if the filing 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 less than five percent of such class.
See Rule 13d-7.)

*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).







1.                NAME OF REPORTING PERSON
                  SS. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON


                  Jim H. Houtz  SS# ###-##-####
- -------------------------------------------------------------------------------
2.                CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
                                        (a) [ ]
                                        (b) [ ]

                  NOT APPLICABLE
- -------------------------------------------------------------------------------
3.                SEC USE ONLY

- -------------------------------------------------------------------------------
4.                CITIZENSHIP OR PLACE OF ORGANIZATION

                           Arizona, United States of America
                           ----------------------------------------------------
 NUMBER OF                 5.       SOLE VOTING POWER
  SHARES                            446,644
BENEFICIALLY               ----------------------------------------------------
  OWNED                    6.       SHARED VOTING POWER
    BY                              95,000
   EACH                    ----------------------------------------------------
 REPORTING                 7.       SOLE DISPOSITIVE POWER
   PERSON                           446,644
   WITH                    ----------------------------------------------------
                           8.       SHARED DISPOSITIVE POWER
                                    95,000
                                    
- -------------------------------------------------------------------------------
9.                AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

                                    549,144
- -------------------------------------------------------------------------------
10.               CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
                  CERTAIN SHARES*  [X]
- -------------------------------------------------------------------------------
11.               PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)

                           11.4%
- -------------------------------------------------------------------------------
12.               TYPE OF REPORTING PERSON

                  IN
- -------------------------------------------------------------------------------




Item 1(a)         Name of Issuer:

                  CYCARE SYSTEMS, INC.

Item 1(b)         Address of Issuer's Principal Executive Offices:

                  7001 North Scottsdale Road, Suite 1000
                  Scottsdale, Arizona 85253

Item 2(a)         Name of Person Filing:

                  Jim H. Houtz

Item 2(b)         Address of Principal Business Office or, if none, Residence:

                  7001 North Scottsdale Road, Suite 1000
                  Scottsdale, Arizona 85253

Item 2(c)         Citizenship: United States of America

Item 2(d)         Title or Class of Securities:  Common

Item 2(e)         CUSIP Number:  232902106

Item 3            If this statement is filed pursuant to Rules 13d-1(b), or 
                  13d-2(b), check whether the person filing is a: NOT APPLICABLE

(a) [ ] Broker or Dealer  registered under Section 15 of 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
(e) [ ] Investment Advisor 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 ss.240.13d-1(b)(1)(ii)(F)
(g) [ ] Parent Holding Company, in accordance with ss.240.13d-1(b)(ii)(G)
        Note: See Item 7)

(h) [ ] Group, in accordance with ss.240.13d-1(b)(1)(ii)(H)

Item 4            Ownership:

(a)      Amount Beneficially Owned:  549,144*
(b)      Percent of Class:  11.4%
(c)      Number of shares as to which such person has:
           (i)   sole power to vote or to direct the vote                446,644
          (ii)   shared power to vote or to direct the vote               95,000
         (iii)   sole power to dispose or to direct the disposition of   446,644
          (iv)   shared power to dispose or to direct the disposition of  95,000


       * Includes 7,500 shares that Jim H. Houtz has the right to acquire  
         within 60 days.

Item 5   Ownership of Five Percent or Less of a Class.

         If this statement is being filed to report the fact that as of
         the date  hereof  the  reporting  person  has ceased to be the
         beneficial  owner of more  than five  percent  of the class of
         securities, check the following [ ]





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

Item 9   Notice of Dissolution of Group.

         Not Applicable

Item 10  Certification.

         Not Applicable


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.


                February 10, 1995
                -----------------------
                        Date


                /s/ Jim H. Houtz
                -----------------------
                      Signature


                
                    Jim H. Houtz
                -----------------------
                     Name/Title



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