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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
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
2101 West Commercial Boulevard, Suite 1500
Ft. Lauderdale, Florida 33309
(954) 730-7770
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
September 12, 1996
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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: [ ]
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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SCHEDULE 13D
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CUSIP No. 799778 20 4 Page 2 of 5 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Steven N. Bronson
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[_]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
PF
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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
USA
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7 SOLE VOTING POWER
51,750
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8 SHARED VOTING POWER
NUMBER OF
SHARES -0-
BENEFICIALLY -----------------------------------------------------
OWNED BY
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON
WITH 51,750
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
51,750
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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)
6.8%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Item 1. Security and Issuer
This Statement on Schedule 13D relates to the common stock, $.001 par
value per share (the "Common Shares"), of Sandata, Inc., a Delaware corporation
(the "Issuer"). The Issuer's principal executive office is located at 26 Harbor
Park Drive, Port Washington, New York 11050.
Item 2. Identity and Background
(a) This Statement on Schedule 13D is being filed on behalf of Steven
N. Bronson.
(b) Mr. Bronson's business address is 2101 West Commercial Boulevard,
Suite 1500, Fort Lauderdale, Florida 33309.
(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"). Other officers and directors of B&B include Bruce C. Barber,
James S. Cassel, 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.
(d) Mr. Bronson was not convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) during the last five years.
(e) Mr. Bronson was not 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) Mr. Bronson is a citizen of the United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Bronson acquired shares of the Issuer's Common Shares utilizing his
personal funds.
Item 4. Purpose of Transaction
Mr. Bronson 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 his position in
the Issuer.
As of the date of the event which required filing of this Statement on
Schedule 13D, Mr. Bronson did not have any plans or proposals which may relate
or would result in:
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(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;
(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 Company (the "Letter of Intent") for
the offer and sale of units consisting of securities of the Company by means of
a private offering of securities (the "Private Offering"). On the closing date
of the Private Offering (the "Closing Date"), the Company and B C Capital Corp.,
an affiliate of B&B ("B C Capital"), will enter 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 Company will grant to B C Capital, or its assigns, warrants to purchase an
aggregate of 200,000 shares of Common Stock. The warrants may be assigned to
shareholders, directors, officers, employees or partners of B C Capital. All or
any portion of the warrants may be assigned to Mr. Bronson who owns 60% of the
issued and outstanding shares of B C Capital.
In addition, pursuant to the terms of the Letter of Intent, B&B
shall have the right, for a period of five years from the Closing Date, to
nominate one person for election of the Company's Board of Directors.
In connection with the Private Offering, B&B will offer and
sell, on behalf of the Company, 60 units at a price of $25,000 per unit, each
unit consisting of (i) 5,000 shares of Common Stock and (ii) warrants to
purchase 2,500 shares of Common Stock at an exercise price of $7.00 (the
"Warrants"). Consummation of the Private Offering and exercise of the Warrants
will result in a change to the Company's present capitalization.
Item 5. Interest in Securities of the Issuer
(a)(b) Mr. Bronson beneficially owns an aggregate of 51,750 shares of
Common Stock, representing approximately 6.8% of the total shares of Common
Stock deemed outstanding. Such shares of Common Stock are held of record and
were 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.
In addition to the foregoing, Mr. Cassel beneficially owns of
record 31,500 shares of Common Stock. Mr. Stern beneficially owns of record
10,000 shares of Common Stock. Mr. Barber beneficially owns 2,250 shares of
Common Stock. Mr. Elliott beneficially owns 2,250 shares of Common Stock. Mr.
Booth beneficially owns 2,250 shares of Common Stock. The shares of Common Stock
were purchased by the aforementioned pursuant to separate Subscription
Agreements dated September 12, 1996.
Mr. Cassel, Mr. Barber, Mr. Stern, Mr. Elliott and Mr. Booth
disclaim beneficial ownership of the Common Stock owned of record by each other
and by Mr. Bronson. Mr. Bronson also
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disclaims beneficial ownership of the Common Stock beneficially owned by Mr.
Barber, Mr. Cassel, Mr. Stern, Mr. Elliott and Mr. Booth.
(c) On September 12, 1996, Mr. Bronson, Mr. Cassel, Mr. Stern, Mr.
Elliot and Mr. Booth each separately entered into Subscription Agreements with
the Issuer as a prerequisite to the Private Offering.
(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
None.
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.
Dated: January 28, 1997 /s/ Steven N. Bronson
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Steven N. Bronson
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