UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 2)
Simione Central Holdings, Inc.
--------------------------------------------------------------------------------
(Name of Issuer)
Common Stock, $0.001 Par Value
(Upon Exercise of Warrants to Purchase Common Stock)
--------------------------------------------------------------------------------
(Title of Class of Securities)
828654301
-------------------
(CUSIP Number)
Marc R. Paul, Esq., Baker & McKenzie, 815 Connecticut Ave., N.W.,
Washington, DC 20006 (202) 452-7000
--------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
July 12, 2000
--------------------------------------------------------------------------------
(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).
<PAGE>
================================================================================
1 Name of Reporting Person: Mestek, Inc.
25-0661650
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |X|
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
3 SEC Use Only
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
4 Source of Funds
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
5 Check Box if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e) |_|
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
6 Citizenship or Place of Organization
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
7 Sole Voting Power
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
8 Shared Voting Power
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
9 Sole Dispositive Power
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
10 Shared Dispositive Power
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
11 Aggregate Amount Beneficially Owned by Each Reporting Person
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
13 Percent of Class Represented by Amount in Row (11)
20.4 percent
--------------------------------------------------------------------------------
14 Type of Reporting Person
CO
--------------------------------------------------------------------------------
SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Shares have been adjusted to reflect a one-for-five reverse stock
split effective March 7, 2000.
(2) Mestek has the right, subject to certain conditions, to purchase up to
approximately 378,295 shares (the "Option Shares") of Company Common
Stock issuable pursuant to an Option Agreement dated as of March 7,
2000 between Mestek and the Company. The option only vests as currently
outstanding options and warrants are exercised by Company option- and
warrant-holders. Accordingly, Mestek has not included the Option Shares
in the calculation of its beneficial ownership for purposes of this
Schedule 13D.
<PAGE>
Mestek hereby amends its Schedule 13D as filed on March 17, 2000, and
as amended by amendment no. 1 filed on June 14, 2000 (as amended the "Schedule
13D"), with respect to the Common Stock, par value $.001 per share (the "Common
Stock"), of Simione Central Holdings, Inc., a Delaware corporation (the
"Company").
Item 4. Purpose of Transaction
Item 4 of the Schedule 13D is amended by adding the following paragraph
to the disclosure contained therein:
On July 12, 2000, the Company issued to Mestek a warrant to purchase an
aggregate of 104,712 shares of Common Stock (the "Guarantee Warrant"). The
Guarantee Warrant was issued in consideration of Mestek's agreement to issue its
guarantee with respect to the Company's $6 million senior debt revolving line of
credit facility from Wainwright Bank & Trust Company. In consideration of the
guarantee, the Company issued to Mestek the Guarantee Warrant at an exercise
price of $2.51 per share.
The exercise price of the Guarantee Warrant is subject to adjustment
pursuant to an anti-dilution mechanism. This mechanism would, with certain
exceptions, lower the exercise price of the warrants in the event of any
subsequent issuance by the Company of Common Stock at a per share purchase price
of less than $2.51. The mechanism also provides for adjustments for stock
splits, stock dividends, or share reclassifications.
The Guarantee Warrant also provides Mestek with registration rights
whereby the Company will, upon written request of Mestek and no earlier than six
months following the date of issuance of the Guarantee Warrant, effect up to
three registrations of Common Stock received by Mestek upon exercise of the
Guarantee Warrant. Pursuant to the Guarantee Warrant, the Company agrees to use
its best efforts to utilize shelf registration under Rule 415 of the Securities
Act of 1933, as amended (the "Securities Act"). Similarly, if the Company
effects registration on its own accord for any of its equity securities, Mestek
will have the right to request registration of additional shares, subject to
certain senior registration rights referenced in the Guarantee Warrant. The
Company's obligation to register the Common Stock ceases if Mestek is entitled
to sell the shares pursuant to Rule 144(k) of the Securities Act.
The foregoing description of certain provisions of the Guarantee
Warrant does not purport to be complete and is qualified by reference to the
Guarantee Warrant, which appears as Exhibit 99 attached hereto and is
incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
All contracts, arrangements, understandings or relationships with
respect to the securities of the Company between Mestek and any other person are
described in Item 4 hereof, which is incorporated herein by reference, and in
the Guarantee Warrant, which is attached hereto as Exhibit 99 and which is
incorporated herein by reference.
Item 7. Material to be Filed as Exhibits
EX-99 Warrant, dated July 12, 2000, issued by the Company to Mestek is
attached hereto as Exhibit 99.
<PAGE>
Signature.
After reasonable inquiry each of the undersigned certifies that to the
best of his knowledge and belief the information set forth in this statement is
true, complete and correct.
Mestek, Inc.
July 17, 2000
By: /s/ Stephen M. Shea
---------------- -------------
By: Stephen M. Shea Date
Its: Senior Vice President - Finance
