SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 1)
SANDATA, INC.
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(Name of Issuer)
COMMON STOCK, $.001 PAR VALUE PER SHARE
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(Title of Class of Securities)
799778 20 4
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(CUSIP Number)
STEVEN N. BRONSON
JAMES S. CASSEL
201 SOUTH BISCAYNE BOULEVARD, SUITE 2950
MIAMI, FLORIDA 33131
(305) 536-8500
with a copy to:
LINDA C. FRAZIER, ESQUIRE
BROAD AND CASSEL
201 SOUTH BISCAYNE BOULEVARD, SUITE 3000
MIAMI, FLORIDA 33131
(305) 373-9456
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
JANUARY 14, 1997
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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
statement because of Rule 13d-1(b)(3) or (4), check the following box: [ ]
*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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SCHEDULE 13D
CUSIP NO. 799778 20 4 PAGE 2 OF 9 PAGES
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1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
Steven N. Bronson
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION USA
7 SOLE VOTING POWER
NUMBER OF 152,950
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 47,843
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 152,950
10 SHARED DISPOSITIVE POWER
71,593
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
224,543
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
17.72%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 799778 20 4 PAGE 3 OF 9 PAGES
1 NAME OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS
James S. Cassel
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
7 SOLE VOTING POWER
NUMBER OF 93,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 93,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
93,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
7.60%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 799778 20 4 PAGE 4 OF 9 PAGES
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Private Opportunity Partners II, Ltd.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Florida
7 SOLE VOTING POWER
NUMBER OF 47,500
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 71,250
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,250
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.0%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Except as expressly amended below, the Schedule 13D, dated September
12, 1996, and filed on behalf of Steven N. Bronson with respect to the shares of
Common Stock of Sandata, Inc. ("Issuer"), remains in full force and effect.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed on behalf of Steven N. Bronson,
James S. Cassel and Private Opportunity Partners II, Ltd., a Florida limited
partnership ("POP II").
(b) Messrs. Bronson and Cassel's business address is 201 South Biscayne
Boulevard, Suite 2950, Miami, Florida 33131. POP II's address is 201 South
Biscayne Boulevard, Suite 2950, Miami, Florida 33131.
(c) Mr. Bronson is President of Barber & Bronson Incorporated ("B&B"),
a broker-dealer registered under the Securities Exchange Act of 1934 (the
"Exchange Act"). Mr. Cassel is Executive Vice President of B&B. Other officers
and directors of B&B include Bruce C. Barber, Eric R. Elliott and Barry J.
Booth. In addition, each of Messrs. Bronson, Barber, Cassel, Elliott and Booth
are shareholders of BBCO International Holdings, Inc., the parent company of
B&B. Finally, Keil Stern is a vice president and an employee of B&B.
POP II is a Florida limited partnership, for which B&B Management Group
II, Inc. is the sole general partner. Mr. Bronson is the President of the
general partner.
(d) Neither Mr. Bronson, Mr. Cassel nor POP II was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors)
during the last five years.
(e) Neither Mr. Bronson, Mr. Cassel nor POP II was a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction and as
a result of such proceeding was or is subject to a judgment, decree, or final
order enjoining future violations of, or prohibiting or mandating activities
subject to federal or state securities laws or finding any violation with
respect to such laws during the last five years.
(f) Messrs. Bronson and Cassel are citizens of the United States of
America. POP II is a Florida limited partnership.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Messrs. Bronson and Cassel and POP II acquired shares of the Issuer's
Common Stock ("Shares") utilizing their personal funds. In addition, Messrs.
Bronson and Cassel were assigned warrants to purchase 101,200 and 61,600 Shares,
respectively, by B C Capital Corp., an affiliate of B&B ("B C Capital"), on
January 14, 1997. See Item 4 for a more detailed explanation.
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ITEM 4. PURPOSE OF TRANSACTION
Messrs. Bronson and Cassel and POP II acquired securities of the Issuer
for investment purposes and may, depending upon then current events, including
without limitation, then current market conditions, the Issuer's results of
operations, and the then current general business climate, decide to increase or
decrease their respective position in the Issuer.
As of the date of the event which required filing of this Schedule 13D,
neither Mr. Bronson, Mr. Cassel nor POP II had any plans or proposals which may
relate or would result in:
(a) the acquisition by any person of additional securities of the
Issuer, or the disposition of securities of the Issuer, except as described
below;
(b) an extraordinary corporate transaction, such as a merger,
reorganization or liquidation, involving the Issuer or any of its subsidiaries;
(c) a sale or transfer of a material amount of assets of the Issuer or
any of its subsidiaries;
(d) any change in the present Board of Directors or management of the
Issuer, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the Board of Directors of the
Issuer, except as described below;
(e) any material change in the present capitalization or dividend
policy of the Issuer, except as described below;
(f) any other material change in the Issuer's business or corporate
structure;
(g) changes in the Issuer's charter, by-laws, or instruments
corresponding thereto or any actions which may impede the acquisition or control
of the Issuer by any person;
(h) causing a class of securities of the Issuer to be de-listed from a
national securities exchange or to cease to be authorized to be quoted in an
inter-dealer quotation system of a registered national securities association;
(i) a class of equity securities of the Issuer becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Exchange Act; or
(j) any action similar to any of those enumerated above.
Notwithstanding the foregoing, on September 13, 1996, B&B entered into
a letter of intent with the Issuer ("Letter of Intent") for the offer and sale
of units consisting of securities of the Issuer by means of a private offering
of securities (the "Private Offering"). On January 14, 1997 (the "Closing
Date"), the Private Offering was consummated and B C Capital entered
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<PAGE>
into a Financial Consulting Agreement (the "Consulting Agreement"). Pursuant to
the Consulting Agreement, in consideration for the services to be performed
under the Consulting Agreement, the Issuer granted to B C Capital, or its
assigns, warrants to purchase an aggregate of 200,000 Shares of Common Stock.
The warrants were assigned to shareholders, directors, officers, employees or
partners of B C Capital. Mr. Bronson and Mr. Cassel were assigned warrants to
purchase 101,200 and 61,600 Shares, respectively.
In addition, pursuant to the terms of the Placement Agreement between
the Issuer and B&B, B&B has the right, for a period of five years from the
Closing Date, to nominate one person for election to the Issuer's Board of
Directors.
In connection with the Private Offering, B&B offered and sold, on
behalf of the Issuer, 60 units at a price of $25,000 per unit, each unit
consisting of (i) 5,000 Shares and (ii) warrants to purchase 2,500 Shares at an
exercise price of $7.00 (the "Warrants").
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(b)Mr. Bronson may be deemed to beneficially own an aggregate of
224,543 Shares, representing approximately 17.72% of the total Shares deemed
outstanding. Such Shares include 51,750 Shares held of record and purchased by
Mr. Bronson pursuant to a Subscription Agreement dated September 12, 1996 and
with respect to which Mr. Bronson may be deemed to have sole voting and
dispositive power and 101,200 Shares issuable upon exercise of warrants and with
respect to which Mr. Bronson may be deemed to have dispositive power. Such
shares also include 47,500 Shares and Warrants to purchase 23,750 Shares owned
by POP II for which Mr. Bronson is deemed to have shared voting and dispositive
power. Finally, such Shares include 343 Shares held of record by B&B Management
Group, Inc., an affiliate of B&B and of which Mr. Bronson is the President, for
which Mr. Bronson is deemed to have shared voting and dispositive power.
Mr. Cassel beneficially owns an aggregate of 93,100 Shares representing
7.60% of the total Shares deemed outstanding. Such Shares include 31,500 Shares
owned of record and purchased by Mr. Cassel pursuant to a Subscription Agreement
dated September 12, 1996 and with respect to which Mr. Cassel may be deemed to
have sole voting and dispositive power. Such Shares also include 61,600 shares
issuable upon exercise of warrants and with respect to which Mr. Cassel may be
deemed to have dispositive power.
POP II beneficially owns an aggregate of 71,250 Shares including 47,500
Shares held of record and Warrants to purchase 23,750 Shares. Such Shares
represent 6.0% of the total Shares deemed outstanding.
Messrs. Stern, Barber, Elliott and Booth own of record 10,000, 2,250,
2,250 and 2,250 Shares, respectively. Such Shares were purchased by the
aforementioned pursuant to separate Subscription Agreements dated September 12,
1996. Messrs. Stern, Barber, Elliott and Booth also own 10,000, 2,200, 2,200 and
2,200 Shares issuable upon the exercise of warrants which were assigned to them
by B C Capital on January 14, 1997 in consideration for their services under the
Consulting Agreement.
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<PAGE>
Messrs. Barber, Stern, Elliott and Booth disclaim beneficial ownership
of the Shares owned of record by each other and by each of Messrs. Bronson,
Cassel and POP II. Messrs. Bronson, Cassel and POP II also disclaim beneficial
ownership of the Shares beneficially owned by the other and by each of Messrs.
Barber, Stern, Elliott and Booth.
(c) On September 12, 1996, Messrs. Bronson, Barber, Cassel, Stern,
Elliott and Booth each separately entered into Subscription Agreements with the
Issuer as a prerequisite to the Private Offering. On January 14, 1997, Messrs.
Bronson, Barber, Cassel, Stern, Elliott and Booth were assigned warrants
pursuant to the Consulting Agreement.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of such
securities of the Issuer.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Exhibit A - Joint Filing Statement
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information as set forth in this statement is true, complete
and correct.
Date: May 8, 1997 /s/ STEVEN N. BRONSON
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Steven N. Bronson
Date: May 8, 1997 /s/ JAMES S. CASSEL
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James S. Cassel
PRIVATE OPPORTUNITY PARTNERS II,
LTD., a Florida limited partnership
By: B&B Management Group II, Inc.,
a Florida corporation, General
Partner
Date: May 8, 1997 By:/s/ STEVEN N. BRONSON
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Steven N. Bronson, President
<PAGE>
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EXHIBIT A
Reference is made to Amendment No. 1 to a report on Schedule 13D, being
filed on or about the date hereof, with respect to the undersigned's beneficial
ownership of shares of Common Stock of Sandata, Inc. The undersigned hereby
acknowledge and agree that such Amendment No. 1 to Schedule 13D is being filed
on behalf of each of the undersigned. This agreement may be executed in one or
more counterparts, each of which shall be an original, but all of which shall
constitute one and the same instrument.
Date: May 8, 1997 /s/ STEVEN N. BRONSON
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Steven N. Bronson
Date: May 8, 1997 /s/ JAMES S. CASSEL
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James S. Cassel
PRIVATE OPPORTUNITY PARTNERS II,
LTD., a Florida limited partnership
By: B&B Management Group II, Inc.,
a Florida corporation, General
Partner
Date: May 8, 1997 By:/s/ STEVEN N. BRONSON
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Steven N. Bronson, President
