UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
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)
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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)
March 7, 2000
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(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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CUSIP No. 828654301 Page 2 of 5
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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
WC
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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
Pennsylvania
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7 Sole Voting Power
400,000(1)(2)
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8 Shared Voting Power
-0-
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9 Sole Dispositive Power
400,000(1)(2)
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10 Shared Dispositive Power
-0-
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
400,000(1)(2)
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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)
9.4 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.
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Page 3 of 5
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule
relates is common stock, par value $0.001 per share ("Common Stock"), issued by
Simione Central Holdings, Inc. (the "Company"), the principal executive offices
of which are located at 6600 Powers Ferry Road, Atlanta, GA 30339.
Item 2. Identity and Background
This statement is being filed by Mestek, Inc. ("Mestek"), a corporation
organized under the laws of the Commonwealth of Pennsylvania. Mestek's principal
business is the manufacture of heating, ventilation and air conditioning
products, and the address of the principal executive offices of Mestek is 260
North Elm Street, Westfield, Massachusetts 01085. During the last five years,
Mestek has not been convicted in a criminal proceeding nor been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order adjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or a finding of a violation of such laws.
Item 3. Source and Amount of Funds or Other Consideration
Mestek and the Company entered into the Second Amended and Restated
Agreement and Plan of Merger and Investment Agreement dated as of October 23,
1999 by and among the Company, Mestek, MCS, Inc. ("MCS") and three major
stockholders of Mestek (the "Merger Agreement"), pursuant to which Mestek's
wholly-owned subsidiary MCS was merged with and into the Company (the "Merger").
The Merger was consummated on March 7, 2000.
Pursuant to the Merger Agreement, Mestek loaned the Company
approximately $6 million, which consisted of a loan on September 9, 1999 of $3
million and a loan on February 4, 2000 of $1 million. At the closing of the
Merger on March 7, 2000, Mestek invested an additional approximately $2 million
in Simione, less accrued interest on the previous loans. In addition, the $3
million and $1 million loans were forgiven at the closing of the Merger. In
consideration of the investment by Mestek, the Company issued warrants (the
"Warrants") to purchase 400,000 shares of Company Common Stock, subject to
adjustment, at an exercise price of $10.875, and 5,600,000 shares of Series B
Preferred Stock of the Company. The Series B Preferred Stock is not convertible
into Common Stock.
The number of shares of Company Common Stock subject to the Warrants
currently equals 9.4% of the outstanding Company Common Stock, assuming full
exercise of the Warrants. The Warrants are currently exercisable and may be
exercised for cash. Mestek anticipates that any funds to be paid by it upon
exercise of the Warrants would be provided from its working capital.
References to, and descriptions of, the Merger Agreement and the
Warrants as set forth in this Item 3 are qualified in their entirety by
reference to the copies of the Merger Agreement and Warrant which are included
as Exhibits 99.1 and 99.2, respectively, to this Schedule 13D, and which are
incorporated into this Item 3 in their entirety where such references and
descriptions appear.
Item 4. Purpose of Transaction
The information set forth or incorporated by reference in Items 2 and 3
is hereby incorporated herein by reference. The purpose of the loans of
approximately $4 million was to provide working capital to Simione pending
consummation of the Merger, and the investment of approximately $2 million was
to provide additional working capital to Simione following the Merger.
Other than as described in this Item 4, Mestek does not have any
present plans or proposals which relate to or would result in (1) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company, (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (3) a sale or transfer of a material amount
of the assets of the Company or of any of its subsidiaries, (4) any material
change in the capitalization or dividend policy of the Company, (5) any other
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Page 4 of 5
material change in the Company's business or corporate structure, (6) changes to
the Company's charter, bylaws or instruments corresponding thereto or other
actions which may impede the acquisition of control of the Company by any
person, (7) causing a class of securities of the Company to be delisted from a
national securities exchange or to cease to be authorized to be quoted in any
inter-dealer quotation system of a registered national securities association,
(8) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Act, or (9) any
action similar to any of those enumerated above.
Notwithstanding the foregoing, Mestek reserves the right to purchase
additional securities of the Company, dispose of all or a portion of its
holdings of securities of the Company, or change its intentions with respect to
any of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
(a)-(b) See cover page.
(c) See Items 3 and 6. No other transactions in the Company's Common
Stock have been effected by the person named in Item 2 above within the last
sixty days.
(d)-(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
The information set forth or incorporated by reference in Items 2
through 5 is incorporated herein by reference.
In connection with the Merger Agreement, Mestek was issued an option
(the "Option") to purchase up to approximately 378,295 shares of Company Common
Stock, subject to certain conditions, 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-holders and warrant-holders. The Option is not currently exercisable, and
until the Option becomes exercisable and is exercised, Mestek does not have any
right to vote (or to direct the vote of) or dispose (or to direct the
dispositions of) any shares of Company Common Stock that may be purchased upon
exercise of the Option. Accordingly, Mestek has not included the Option in the
calculation of its beneficial ownership for purposes of this Schedule 13D.
Pursuant to the Merger Agreement, Mestek has demand and piggyback
registration rights with respect to the shares of Common Stock underlying the
Warrants and the Option. In the event of a registration pursuant to the Merger
Agreement, the Company will pay all expenses of registration.
References to, and descriptions of, the Merger Agreement and the Merger
Option Agreement as set forth in this Item 6 are qualified in their entirety by
reference to the copies of the Merger Agreement and Merger Option Agreement
which are included as Exhibits 99.1 and 99.3, respectively, to this Schedule
13D, and which are incorporated into this Item 6 in their entirety where such
references and descriptions appear.
Item 7. Material to be Filed as Exhibits
99.1 Second Amended and Restated Agreement and Plan of Merger and Investment
Agreement dated October 23, 1999 by and among MCS, Inc., Mestek,Inc., the
Company, John E. Reed, Stewart B. Reed and E. Herbert Burk (incorporated herein
by reference to Appendix A to the joint proxy statement/prospectus included in
the Form S-4 Registration Statement filed by the Company with the Securities and
Exchange Commission (Registration No.333-96529)).
99.2* Warrant dated March 7, 2000 issued by the Company to Mestek.
99.3 Form of Merger Option Agreement between the Company and Mestek
(incorporated herein by reference to Exhibit 10.5 to the Company's Current
Report on Form 8-K/A filed on September 15, 1999).
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* Filed herewith.
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Page 5 of 5
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.
/s/ John E. Reed March 17, 2000
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By: John E. Reed Date
Its: President and Chief Executive Officer
WARRANT
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE SECURITIES
ACT OF 1933 OR ANY STATE SECURITIES LAWS AND, UNLESS SO REGISTERED, MAY NOT BE
OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION FROM, OR IN A TRANSACTION NOT
SUBJECT TO, THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT AND APPLICABLE
STATE SECURITIES LAWS.
Warrant to purchase 400,000 shares of
the $0.001 par value common
stock of Simione Central Holdings, Inc.
(subject to adjustment)
WARRANT TO PURCHASE COMMON STOCK
OF
SIMIONE CENTRAL HOLDINGS, INC.
This certifies that, for value received, Mestek, Inc., or its
successors or assigns (the "Holder"), is entitled, subject to the terms set
forth below, to purchase from Simione Central Holdings, Inc. (the "Company") up
to 400,000 shares of the $0.001 par value common stock of the Company, as the
Company is constituted on the 7th day of March, 2000 (the "Warrant Issue Date"),
upon surrender of this certificate at 6600 Powers Ferry Road, Atlanta Georgia,
or such other place as the Company may designate in writing to the Holder, and
the simultaneous payment therefor in lawful money of the United States of
America of the Exercise Price (as hereinafter defined). The number, character
and Exercise Price of such shares are subject to adjustment as provided herein.
The term "Warrant" as used herein shall include this certificate, the securities
represented by this certificate and any warrants delivered in substitution or
exchange for this certificate as provided herein.
This Warrant is issued in connection with that certain Agreement and
Plan of Merger by and among MCS, Inc., Mestek, Inc. and the Company dated as
of May 26, 1999, as amended by that certain First Amendment to the Agreement
and Plan of Merger and Investment Agreement by and among MCS, Inc., Mestek, Inc.
the Company, John E. Reed, Stewart B. Reed and E. Herbert Burk (the "Amendment")
dated as of September 9, 1999, and as further amended by that certain Second
Amended and Restated Agreement and Plan of Merger and Investment Agreement by
and among MCS, Inc., Mestek, Inc., the Company, John E. Reed, Stewart B. Reed
and E. Herbert Burk (the "Second Amendment") dated as of October 25, 1999
(collectively, the "Merger Agreement").
<PAGE>
1. Term of Warrant. Subject to the terms and conditions set forth herein,
this Warrant shall be exercisable, in whole or in part, during the period
of time (the "Exercise Period") commencing on the Warrant Issue Date and
ending at 5:00 p.m. on the third anniversary of the Warrant Issue Date, and
shall be void thereafter.
2. Exercise Price. The price at which the Holder may exercise this Warrant
(the "Exercise Price") shall be the greater of (i) $10.875 (which
equals 120% of the closing price of the Company's common stock traded
on NASDAQ on September 8, 1999, multiplied by five (based on the
Company's 1-for-5 reverse stock split effected on the Closing Date, as
such term is defined in the Merger Agreement), and (ii) 100% of the
closing price of the Company's common stock listed on NASDAQ on the
Closing Date multiplied by five, provided, that in no event shall the
Exercise Price exceed Fifteen Dollars ($15.00) per share.
3. Vesting of Warrant. Effective as of the Warrant Issue Date, the Warrant
shall be fully vested and exercisable, and the Holder shall have the
fully vested right to purchase 400,000 shares of the Company's common
stock pursuant to the terms and conditions of this Warrant.
4. Exercise of the Warrant. The purchase rights represented by this Warrant
are exercisable by the Holder, in whole or in part, at any time, and
from time to time during the Exercise Period, by the Holder's surrender of
this Warrant at 6600 Powers Ferry Road, Atlanta Georgia, or such other
place as the Company may designate in writing to Holder, and the
simultaneous payment therefor in lawful money of the United States of
America of the Exercise Price in immediately available funds. This Warrant
shall be deemed exercised on the date immediately prior thereto, and the
Holder shall be entitled to receive the shares of common stock of the
Company and be treated for all purposes as the holder of record of such
shares as of the close of business on such date. As promptly as practicable
but in no event later than 10 business days thereafter, the Company shall
issue and deliver, at its sole cost and expense, to the person or persons
entitled to receive the same a certificate or certificates for the number
of shares issuable upon such exercise. In the event that this Warrant is
exercised in part, the Company, at its sole cost and expense, shall execute
and deliver a new warrant of like tenor as this Warrant, exercisable for
the remaining number of shares for which this Warrant may then be exercised
and shall cancel this Warrant only upon issuance of such new warrant. No
fractional shares or scrip representing fractional shares shall be issued
upon the exercise of this Warrant, and in lieu thereof, the Company shall
make a cash payment to the Holder equal to the Exercise Price multiplied by
such fraction.
5. Rights as a Stockholder. The Holder shall not be entitled to vote,
receive dividends or be deemed to be the owner of record of the shares
of common stock of the Company to which this Warrant relates unless and
until the Holder exercises this Warrant, and then the Holder shall
enjoy such rights only to the extent of such exercise.
6. Transfer of Warrant.
(a) Warrant Register. The Company will maintain a register (the
"Warrant Register") maintaining the names and addresses of the
Holder or Holders. Any Holder of this Warrant or any portion
thereof may change his/her address as shown on the Warrant
Register by written notice to the Company requesting such
change. Any notice or written communication required or
permitted to be given to the Holder may be delivered or given
by mail to such Holder as shown on the Warrant Register and at
the address shown on the Warrant Register. Until this Warrant
is transferred on the Warrant Register of the Company, the
Company may treat the Holder as shown on the Warrant Register
as the absolute owner of this Warrant for all purposes,
notwithstanding any notice to the contrary.
(b) Warrant Agent. The Company may, by written notice to the
Holder, appoint an agent for the purpose of maintaining the
Warrant Register referred to in Section 6(a) above, issuing
the common stock or other securities then issuable upon the
exercise of this Warrant, exchanging this Warrant, replacing
this Warrant, or any or all of the foregoing. Thereafter, any
such registration, issuance, exchange, or replacement, as the
case may be, shall be made at the office of such agent.
(c) Transferability of Warrant. This Warrant may not be
transferred or assigned (i) except in its entirety (other than
transfers to subsidiaries or affiliates of Mestek, Inc.) and
(ii) without compliance with all applicable federal and state
securities laws by the transferor and the transferee
(including delivery of investment representation letters
reasonably satisfactory to the Company, if such are requested
by the Company), and then only against receipt of an agreement
of the transferee to comply with the provisions of this
Section 6(c) with respect to any resale or other disposition
of this Warrant.
(d) Exchange of Warrant upon a Transfer. On surrender of this
Warrant for exchange, properly endorsed and subject to the
provisions of this Warrant with respect to compliance with the
Act and with the limitations on assignments and transfers
contained in this Section 6, the Company at its expense shall
issue to or on the order of the Holder a new Warrant or
Warrants of like tenor, in the name of the Holder or as the
Holder (on payment by the Holder of any applicable transfer
taxes) may direct, for the number of shares issuable upon
exercise hereof.
(e) Compliance with Securities Laws.
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(i) The Holder of this Warrant, by acceptance hereof, acknowledges that
this Warrant and the shares of common stock to be issued upon
exercise hereof are being acquired solely for the Holder's own
account and not as a nominee for any other party, and for
investment, and that the Holder will not offer, sell or
otherwise dispose of this Warrant or any shares of the common
stock to be issued upon exercise hereof except under
circumstances that will not result in a violation of the Act or
any state securities laws. Upon exercise of this Warrant, the
Holder shall, if requested by the Company, confirm in writing,
in a form satisfactory to the Company, thatthe shares of common
stock so purchased are being acquired solely for the Holder's
own account and not as a nominee for any other party, for
investment, and not with a view toward distribution or resale.
(ii) This Warrant and all shares of common stock issued
upon exercise hereof or conversion thereof shall be
stamped or imprinted with a legend in substantially
the following form (in addition to any legend
required by state securities laws):
THE SECURITIES REPRESENTED HEREBY HAVE NOT BEEN REGISTERED UNDER THE
SECURITIES ACT OF 1933 OR ANY STATE SECURITIES LAWS AND, UNLESS SO
REGISTERED, MAY NOT BE OFFERED OR SOLD EXCEPT PURSUANT TO AN EXEMPTION
FROM, OR IN A TRANSACTION NOT SUBJECT TO, THE REGISTRATION REQUIREMENTS
OF THE SECURITIES ACT AND APPLICABLE STATE SECURITIES LAWS.
7. Reservation of Stock. The Company covenants that during the Exercise
Period, the Company will reserve from its authorized
and unissued shares of treasury common stock a sufficient number of
shares to provide for the issuance of common stock upon
the exercise of the Warrant and, from time to time, will take all steps
necessary to amend its certificate of incorporation
(the "Certificate") to provide sufficient authorized reserved shares
of common stock issuable upon exercise of the Warrant.
The Company further covenants that all shares that may be issued upon
exercise of the rights represented by this Warrant and
payment of the Exercise Price, all as set forth herein, will be
free from all taxes, liens and charges in respect of the
issue hereof (other than taxes in respect of any transfer occurring
contemporaneously or otherwise specified herein). The
Company agrees that its issuance of this Warrant shall constitute
full authority to its officers who are charged with the
duty of executing stock certificates to execute and issue the
necessary certificates for shares of common stock upon the
exercise of this Warrant.
8. Merger, Sale of Assets and other Fundamental Corporate Changes. If at
any time during the Exercise Period there shall be a sale of all or
substantially all of the Company assets, or a merger, consolidation or
reorganization of the Company in which the Company is not the surviving
entity, or other transaction in which the shares of the Company are
converted into shares of another entity, the Company shall provide the
Holder with written notice thereof not less than 30 calendar days prior
to the consummation of such event and an opportunity to exercise this
Warrant prior to the consummation of such event.
9. Adjustments. The number of securities purchasable hereunder is subject
to adjustment from time to time during the Exercise
Period in order to preserve the value of this Warrant as follows:
(a) If the Company at any time during the Exercise Period splits,
subdivides or combines the securities as to which purchase
rights under this Warrant exist into a different number of
securities of the same class, the Holder shall be entitled to
acquire a proportionate number of securities of the same
class.
(b) If the Company at any time during the Exercise Period changes
any of the securities as to which purchase rights under this
Warrant exist into another class of securities of the Company,
this Warrant shall thereafter represent the right, but not the
obligation, with respect to the securities that were subject
to the purchase rights under this Warrant immediately prior to
such change, to acquire such number of securities of such
other class as would have been issuable as a result of such
change had the Holder exercised this Warrant immediately prior
to such change.
(c) If at any time during the Exercise Period, the holders of the common
stock of the Company become entitled to receive,
without consideration therefor, other or additional stock or
other securities or property (other than cash) of the
Company, then this Warrant shall represent the right, but not
the obligation, to acquire, in addition to the number
of shares of the security receivable upon exercise of this
Warrant that the Holder is otherwise entitled to acquire,
and without payment of additional consideration for the
right to acquire such additional property, the amount of
such other or additional stock or other securities or property
(other than cash) of the Company that such holder
would have been entitled to receive had it been the holder of
record of the security receivable to which purchase
rights under this Warrant relate at the time the holders of
the Company's common stock became entitled to receive
such property.
10. Miscellaneous.
(a) Successors. All the covenants and provisions hereof by or for the
benefit of the Company or the Holder shall bind and inure
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to the benefit of their respective successors and assigns.
(b) Governing Law. This Warrant shall be deemed to be a contract
made under the laws of the State of Delaware (notwithstanding
any principles of conflicts of laws) and for all purposes
shall be construed in accordance with the laws of said State.
(c) Attorneys Fees in the Event of a Dispute. In the event of any
action at law, suit in equity or arbitration proceeding in
relation to this Warrant or any common stock issued or to be
issued hereunder, the prevailing party or parties shall be
paid by the other party or parties a reasonable sum for
attorneys, fees and expenses of such prevailing party or
parties.
(d) Saturdays, Sundays, Holidays. If the last or appointed day for
the taking of any action or the expiration of any right
required or granted herein shall be a Saturday or a Sunday or
shall be a legal holiday in the State of Delaware, then such
action may be taken or such right may be exercised on the next
succeeding day not a legal holiday.
(e) Amendment. This Warrant and any term hereof may not be
changed, waived, discharged or amended except by an instrument
in writing signed by the party against whom enforcement of
such change, waiver, discharge or amendment is sought.
(f) Multiple Counterparts. This Warrant may be executed in multiple
counterparts, each of which shall for all purposes be
deemed to be an original and all of which shall constitute the
same instrument.
IN WITNESS WHEREOF, the Company has caused this Warrant to be executed
by its duly authorized officer.
Dated March 7, 2000
Simione Central Holdings, Inc.
By: ______________________
Title ______________________
HOLDER:
Mestek, Inc.
By: ______________________
Title______________________
