SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
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
PRIVATE OPPORTUNITY PARTNERS II, LTD.
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)
JULY 23, 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 8 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 136,950
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 71,593
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 136,950
10 SHARED DISPOSITIVE POWER
71,593
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
208,543
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
15.74%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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SCHEDULE 13D
CUSIP NO. 799778 20 4 PAGE 3 OF 8 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 79,100
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH
REPORTING
PERSON 9 SOLE DISPOSITIVE POWER
WITH 79,100
10 SHARED DISPOSITIVE POWER
0
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
79,100
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
6.56%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
CUSIP NO. 799778 20 4 PAGE 4 OF 8 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)
5.75%
14 TYPE OF REPORTING PERSON*
PN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Except as expressly restated and amended below, the Schedule 13D,
dated September 12, 1996, as amended by Amendment No. 1 to the Schedule 13D
dated January 14, 1997, 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 Amendment to 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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Messrs. Bronson and Cassel exercised warrants to purchase 16,000
and 10,000 Shares, respectively, utilizing their personal funds.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate
of 208,543 Shares, representing approximately 15.74% 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 85,200 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 79,100
Shares representing 6.56% of the total Shares deemed outstanding. Such Shares
include 27,500 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 51,600 shares issuable upon exercise of warrants and with respect to
which Mr. Cassel may be deemed to have dispositive power. Mr. Cassel's children
own 4,000 Shares and with respect to which Mr. Cassel disclaims beneficial
ownership.
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 5.75% of the total Shares deemed outstanding.
Messrs. Stern, Barber, Elliott and Booth own of
record 10,000, 2,250, 7,250 and 7,250 Shares, respectively. A portion of such
Shares were purchased by the aforementioned pursuant to separate Subscription
Agreements dated September 12, 1996. In addition, Messrs. Elliott and Booth each
purchased 1 unit in the Private Offering, consisting of 5,000 shares and
warrants to purchase 2,500 Shares at an exercise price of $7.00. 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.
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
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<PAGE>
Booth were assigned warrants pursuant to the Consulting Agreement. On July 23,
1997, Mr. Bronson exercised a portion of his warrant and purchased 16,000 shares
of Common Stock. Mr. Bronson sold these shares on July 23, 1997 for $9.625 per
share. On July 23, 1997, Mr. Cassel exercised a portion of his warrant and
purchased 10,000 shares of Common Stock. Mr. Cassel sold these shares on July
23, 1997 for $9.62 per share.
(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. 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: September 2, 1997 /s/ Steven N. Bronson
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Steven N. Bronson
Date: September 2, 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: September 2, 1997 By: /s/ Steven N. Bronson
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Steven N. Bronson, President
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EXHIBIT A
Reference is made to Amendment No. 2 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. 2 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: September 2, 1997 /s/ Steven N. Bronson
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Steven N. Bronson
Date: September 2, 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: September 2, 1997 By: /s/ Steven N. Bronson
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Steven N. Bronson, President
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