UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 1)
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
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 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).
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1 Name of Reporting Person: Mestek, Inc.
25-0661650
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2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds
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5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
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7 Sole Voting Power
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8 Shared Voting Power
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9 Sole Dispositive Power
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10 Shared Dispositive Power
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
18.8 percent
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14 Type of Reporting Person
CO
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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 (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 June 12, 2000, the Company issued to Mestek a warrant to purchase an
aggregate of 490,396 shares of Common Stock (the "Warrant"). The Warrant was
issued in consideration of Mestek's agreement to reduce its voting rights from
.4 votes per shares to .2 votes per share with respect to the 5,600,000 shares
of the Company's Series B Preferred Stock held by Mestek. NASDAQ asserted to the
Company that the .4 votes per share voting rights of the Series B Preferred
Stock violated NASDAQ's Voting Rights Policy. In lieu of the relinquished voting
rights, the Company issued the Warrant at an exercise price of $3.21 per share.
The exercise price of the 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 $3.21.
The mechanism also provides for adjustments for stock splits, stock dividends,
or share reclassifications.
The warrants also provide 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 Warrant, effect up to three registrations
of Common Stock received by Mestek upon exercise of the Warrant. Pursuant to the
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 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 Warrant do not
purport to be complete and is qualified by reference to the Warrant, which
appears as Exhibit 99.1 attached hereto and is incorporated herein by reference.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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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 Warrant, which is attached hereto as Exhibit 99.1 and which is incorporated
herein by reference.
Item 7. Material to be Filed as Exhibits
EX-99.1 Warrant, dated June 12, 2000, issued by the Company to Mestek is
attached hereto as Exhibit 99.1.
<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.
By: /s/ Stephen M. Shea June 13, 2000
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Stephen M. Shea Date
Its: Senior Vice President -- Finance
