<PAGE> 1
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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SCHEDULE 13G
(RULE 13D-102)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13D-1(B), (C), AND (D) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13(D)-2(B)
Integral Systems, Inc.
----------------------
(Name of Issuer)
Common Stock
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(Title of Class of Securities)
45810H 10 7
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(CUSIP Number)
To report holdings as of December 31, 1999 (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)
[X] 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 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. 45810H 10 7 13G PAGE 2 OF 5 PAGES
- --------------------------------------------------------------------------------
(1) NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Chartwell Capital Investors II, L.P. 59-3506083
- --------------------------------------------------------------------------------
(2) CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)[ ]
(b)[ ]
- --------------------------------------------------------------------------------
(3) SEC USE ONLY
- --------------------------------------------------------------------------------
(4) CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
- --------------------------------------------------------------------------------
NUMBER OF SHARES (5) SOLE VOTING POWER
BENEFICIALLY
OWNED BY 555,556
EACH REPORTING -----------------------------------------------------
PERSON WITH: (6) SHARED VOTING POWER
-----------------------------------------------------
(7) SOLE DISPOSITIVE POWER
555,556
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(8) SHARED DISPOSITIVE POWER
-----------------------------------------------------
(9) AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON
555,556
- --------------------------------------------------------------------------------
(10) CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES
CERTAIN SHARES [ ]
Not Applicable
- --------------------------------------------------------------------------------
(11) PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (9)
7.67%
- --------------------------------------------------------------------------------
(12) TYPE OF REPORTING PERSON
PN
- --------------------------------------------------------------------------------
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CUSIP NO. 45810H 10 7 13G PAGE 3 OF 5 PAGES
ITEM 1(A). NAME OF ISSUER:
Integral Systems, Inc.
ITEM 1(B). ADDRESS OF ISSUER'S PRINCIPAL EXECUTIVE OFFICES:
5000 Philadelphia Way, Suite A
Lanham, Maryland 20706-4417
ITEM 2(A). NAME OF PERSON FILING:
Chartwell Capital Investors II, L.P.
ITEM 2(B). ADDRESS OF PRINCIPAL BUSINESS OFFICE:
3120 Independent Square
Jacksonville, Florida 32202
ITEM 2(C). CITIZENSHIP:
Delaware
ITEM 2(D). TITLE OF CLASS OF SECURITIES:
Common Stock, $0.01 par value
ITEM 2(E). CUSIP NUMBER:
45810H 10 7
ITEM 3. IF THIS STATEMENT IS FILED PURSUANT TO RULES 13D-1(B), OR 13D-2(B) OR
(C), CHECK WHETHER THE PERSON FILING IS A:
Not Applicable
(a)[ ] Broker or dealer registered under Section 15 of the
Exchange Act.
(b)[ ] Bank as defined in Section 3(a)(6)of the Exchange Act.
(c)[ ] Insurance company as defined in Section 3(a)(19) of the
Exchange Act.
(d)[ ] Investment company registered under Section 8 of the
Investment Company Act.
(e)[ ] An investment adviser in accordance with Rule
13d-1(b)(1)(ii)(E); (f)[ ] An employee benefit plan or
endowment fund in accordance with Rule 13d-1(b)(1)(ii)(F);
(g)[ ] A parent holding company or person in accordance with
Rule 13d-1(b)(1)(ii)(G);
(h)[ ] A savings association as defined in Section 3(b) of the
Federal Deposit Insurance Act;
(i)[ ] A church plan that is excluded from the definition of an
investment company under Section 3(c)(14) of Investment
Company Act;
(j)[ ] Group, in accordance with Rule 13d-1(b)(1)(ii)(J).
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CUSIP NO. 45810H 10 7 13G PAGE 4 OF 5 PAGES
ITEM 4. OWNERSHIP.
(a) AMOUNT BENEFICIALLY OWNED:
555,556
(b) PERCENT OF CLASS:
7.67%
(c) NUMBER OF SHARES AS TO WHICH SUCH PERSON
HAS:
(i) Sole power to vote or to direct the vote:
555,556
(ii) Shared power to vote or to direct the vote:
none
(iii) Sole power to dispose or to
direct the disposition of:
555,556
(iv) Shared power to dispose or to
direct the disposition of:
none
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.
<PAGE> 5
CUSIP NO. 45810H 10 7 13G PAGE 5 OF 5 PAGES
ITEM 9. NOTICE OF DISSOLUTION OF GROUP.
Not Applicable.
ITEM 10. CERTIFICATION.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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 17, 2000
-----------------------------------
Date
Chartwell Capital Investors II,
L.P., by its General Partner,
Chartwell Capital Associates II,
L.P., by its General Partner,
Chartwell SPMM, L.P., by its General
Partner Chartwell II, Inc.
By: /s/ Mindy Lanigan
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Name: Mindy Lanigan
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Title: Vice President/Chief Financial
----------------------------
Officer
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