SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
Sandata, Inc.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
799778 20 4
(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
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
January 26, 1998
(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).
<PAGE>
SCHEDULE 13D
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CUSIP NO. 799778 20 4 PAGE 2 OF 7 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) |X|
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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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NUMBER OF 7 SOLE VOTING POWER
SHARES 136,950
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 72,500
REPORTING ---------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 136,950
---------------------------------------------
10 SHARED DISPOSITIVE POWER
72,500
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
209,450
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* |_|
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13.43%
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14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
SCHEDULE 13D
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CUSIP NO. 799778 20 4 PAGE 3 OF 7 PAGES
------------------------------
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- --------------------------------------------------------------------------------
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|
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3 SEC USE ONLY
- --------------------------------------------------------------------------------
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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NUMBER OF 7 SOLE VOTING POWER
SHARES 79,100
BENEFICIALLY ---------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
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
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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)
5.04%
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14 TYPE OF REPORTING PERSON*
IN
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*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 Amendment No. 2 to the Schedule 13D dated July 23,
1997, 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 and James S. Cassel .
(b) Messrs. Bronson and Cassel's business 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 and Barry J. Booth. In
addition, each of Messrs. Bronson, Barber, Cassel 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) Neither Mr. Bronson nor Mr. Cassel was convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) during the
last five years.
(e) Neither Mr. Bronson nor Mr. Cassel 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Messrs. Bronson and Cassel 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.
Messrs. Bronson and Cassel exercised warrants to purchase 16,000
and 10,000 Shares, respectively, utilizing their personal funds.
-4-
<PAGE>
Mr. Bronson is the President of the corporation which is the
general partner of Private Opportunity Partners II, Ltd., a Florida limited
partnership ("POP II"). On January 26, 1998, POP II purchased 25,000 Shares for
consideration of $5.625 per Share.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a)(b) Mr. Bronson may be deemed to beneficially own an aggregate
of 209,450 Shares, representing approximately 13.43% 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 sole dispositive power. Such
shares also include 72,500 Shares owned by POP II for which Mr. Bronson is
deemed to have shared voting and dispositive power.
Mr. Cassel beneficially owns an aggregate of 79,100 Shares
representing 5.04% 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.
(c) On September 12, 1996, Messrs. Bronson and Cassel each
separately entered into Subscription Agreements with the Issuer as a
prerequisite to the Private Offering. On January 14, 1997, Messrs. Bronson and
Cassel 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. 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. Mr. Cassel sold these Shares on July 23, 1997 for $9.62 per
Share. On January 26, 1998, POP II purchased 25,000 Shares in the open market
for consideration of $5.625 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.
-5-
<PAGE>
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: February 6, 1998 /S/ STEVEN N. BRONSON
---------------------
Steven N. Bronson
Date: February 6, 1998 /S/ JAMES S. CASSEL
-------------------
James S. Cassel
-6-
<PAGE>
EXHIBIT A
Reference is made to Amendment No. 3 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. 3 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: February 6, 1998 /S/ STEVEN N. BRONSON
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Steven N. Bronson
Date: February 6, 1998 /S/ JAMES S. CASSEL
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James S. Cassel
