UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-------------------------
SCHEDULE 13D
-------------------------
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(Amendment No. 1)
Syntellect Inc.
(NAME OF ISSUER)
Common Stock, $.01 par value
(TITLE OF CLASS OF SECURITIES)
87161L105
(CUSIP NUMBER)
Mr. Parker Quillen
Quilcap Corp.
375 Park Avenue - Suite 1404
New York, NY 10152
(212) 521-5021
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
Copy to:
Hank Gracin, Esq.
Lehman & Eilen LLP
50 Charles Lindbergh Boulevard
Uniondale, New York 11553
(516) 222-0888
December 3, 1999
- --------------------------------------------------------------------------------
(Date of Event Which Requires Filing of this Statement)
<PAGE>
CUSIP NO. 87161L105 13D Page 2 of 18 Pages
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
Schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following
box: [ ]
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Little Wing, L.P., 13-3778596
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 267,875
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
267,875
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 267,875
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.0%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 87161L105 13D Page 3 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Quilcap Corp., 13-3780878
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 330,045
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
330,045
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 330,045
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 87161L105 13D Page 4 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Tradewinds Fund Ltd.
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: British Virgin Islands
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 324,510
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
324,510
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 324,510
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 87161L105 13D Page 5 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Little Wing Too, L.P., 06-1520333
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 62,170
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
62,170
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 62,170
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.5%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 87161L105 13D Page 6 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OF ABOVE
PERSON (ENTITIES ONLY): Quilcap International Corp., 13-3868725
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Delaware
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 324,510
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
324,510
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 324,510
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.4%
14. TYPE OF REPORTING PERSON: CO
<PAGE>
CUSIP NO. 87161L105 13D Page 7 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): Parker Quillen
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 654,555
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
654,555
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 654,555
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 4.9%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 87161L105 13D Page 8 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): John Moore
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 7. SOLE VOTING POWER: 90,000
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 233,960
WITH
9. SOLE DISPOSITIVE POWER: 90,000
10. SHARED DISPOSITIVE POWER:
233,960
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 323,960
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 2.5%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 87161L105 13D Page 9 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): T.P.B. Investment Limited
Partnership, ###-##-####
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: Arizona
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 118,200
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
118,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 118,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9%
14. TYPE OF REPORTING PERSON: PN
<PAGE>
CUSIP NO. 87161L105 13D Page 10 of 18 Pages
1. NAME OF REPORTING PERSON, I.R.S. IDENTIFICATION NO. OR SOCIAL
SECURITY OF ABOVE PERSON (ENTITIES ONLY): Todd Belfer
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP: (a) |_|
(b) |X|
3. SEC USE ONLY
4. SOURCE OF FUNDS: WC
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) |_|
6. CITIZENSHIP OR PLACE OF ORGANIZATION: United States
NUMBER OF SHARES 7. SOLE VOTING POWER:
BENEFICIALLY OWNED
BY EACH REPORTING PERSON 8. SHARED VOTING POWER: 145,200
WITH
9. SOLE DISPOSITIVE POWER:
10. SHARED DISPOSITIVE POWER:
145,200
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING
PERSON: 145,200
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
CERTAIN SHARES: |_|
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11): 0.9%
14. TYPE OF REPORTING PERSON: IN
<PAGE>
CUSIP NO. 87161L105 13D Page 11 of 18 Pages
ITEM 1 SECURITY AND ISSUER.
The class of equity securities to which this statement
("Statement") relates is the common stock, par value $.01 per share (the
"Shares") of Syntellect Inc., a Delaware corporation (the "Company"), which has
its principal executive offices at 1000 Holcomb Woods Parkway, Suite 410A,
Roswell, Georgia 30076.
ITEM 2 IDENTITY AND BACKGROUND
This Statement is filed by the certain shareholders listed
below (the "Shareholders") of the Company who as of December 3, 1999 have
terminated their prior agreement to act in concert with respect to the Company
and the Shares held by them. As of December 3, 1999, the Shareholders, in the
aggregate, beneficially owned 1,123,715 Shares representing, as of such date,
approximately 8.1% of the total number of outstanding Shares. The Shareholders
include Little Wing, L.P. ("Little Wing"), Quilcap Corp. ("Quilcap Corp."),
Tradewinds Fund Ltd. ("Tradewinds"), Little Wing Too, L.P. ("Little Wing Too"),
Quilcap International Corp. ("Quilcap International"), Parker Quillen, John
Moore, T.P.B. Investment Limited Partnership ("TPB"), and Todd Belfer.
The persons making this filing are doing so because as of
December 3, 1999 they should not be deemed to constitute a "group" for purposes
of Section 13(d)(3) of the Securities Exchange Act of 1934, as amended (the
"Act"), as a result of their having terminated their prior agreement to act in
concert with respect to the Company and the Shares held by them. Except for the
Agreement for Joint Filing, dated May 12, 1999, and the Termination of Agreement
for Joint Filing, dated December 3, 1999, the Shareholders have not entered into
any written agreement with respect to the Company or the Shares held by them.
Except as expressly stated herein, each of the Shareholders filing this
Statement disclaims beneficial ownership of the Shares beneficially owned by any
other Shareholder or any other person.
The name, place of organization, principal business and
business address of each Shareholder that is not a natural person are set forth
in Appendix I attached hereto and incorporated herein by reference. The (a)
name, (b) residence or business address, and (c) present principal occupation or
employment of each Shareholder that is a natural person, and the name, principal
business and address of any corporation or other organization in which such
employment is carried on are set forth in Appendix I attached hereto and
incorporated herein by reference.
(d)-(e) During the past five years, none of the Shareholders has been convicted
in a criminal proceeding or been a party to a civil proceeding of a judicial or
administrative body of competent
<PAGE>
CUSIP NO. 87161L105 13D Page 12 of 18 Pages
jurisdiction which subjected any of the Shareholders 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.
(f) Each Shareholder that is a natural person is a United States citizen.
Information with respect to each of the Shareholders is given solely by the
respective filing person, and no Shareholder has responsibility for the accuracy
or completeness of information supplied by another Shareholder.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Not applicable.
<PAGE>
CUSIP NO. 87161L105 13D Page 13 of 18 Pages
ITEM 4. PURPOSE OF TRANSACTION
Not applicable.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
As of December 3, 1999, the Shareholders in the aggregate
beneficially owned 1,123,715 Shares or approximately 8.1% of the approximately
13,841,421 Shares outstanding as of such date. Information with respect to the
beneficial ownership of Shares by each of the Shareholders is set forth on
Appendix II hereto which is incorporated herein by reference. There have been no
other transactions in Shares by any Shareholder during the past 60 days.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
The Shareholders have terminated their prior agreement to act
in concert with respect to the Company and the Shares held by them because to a
large extent the goals that they had established as a group for the Company have
been accomplished since they formed the group. In particular, the Chief
Executive Officer of the Company resigned and was replaced by a highly qualified
full-time Chief Executive Officer, the Company's main office was relocated from
Atlanta, Georgia to Phoenix, Arizona and significant cost-cutting measures were
undertaken.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
1. Termination of Agreement for Joint Filing.
<PAGE>
CUSIP NO. 87161L105 13D Page 13 of 18 Pages
SIGNATURE
After reasonable inquiry and to the best of their knowledge
and belief, the undersigned certify that the information set forth in this
statement is true, complete and correct.
Dated: December 3, 1999
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: /s/Parker Quillen By: /s/Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President
LITTLE WING TOO, L.P.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President
T.P.B. INVESTMENT LIMITED
PARTNERSHIP
/s/John Moore By: /s/Todd Belfer
- -------------- ----------------------------
John Moore Todd Belfer, General Partner
/s/Todd Belfer
- --------------
Todd Belfer
<PAGE>
CUSIP NO. 87161L105 13D Page 15 of 18 Pages
Appendix I
The address of Little Wing is c/o Quilcap Corp., 375 Park Avenue, Suite 1404,
New York, New York 10152. Little Wing is a limited partnership organized under
the laws of the State of Delaware. Little Wing holds and manages certain
investments.
The address of Quilcap Corp. is 375 Park Avenue, Suite 1404, New York, New York
10152. Quilcap Corp. is a corporation organized under the laws of the State of
Delaware. Quilcap Corp. holds and manages certain investments. Quilcap is the
general partner of Little Wing and Little Wing Too.
The address of Tradewinds is c/o Quilcap International Corp., 375 Park Avenue,
Suite 1404, New York, New York 10152. Tradewinds is a corporation organized
under the laws of the British Virgin Islands. Tradewinds holds and manages
certain investments.
The address of Quilcap International is 375 Park Avenue, Suite 1404, New York,
New York 10152. Quilcap International is a corporation organized under the laws
of the State of Delaware. Quilcap International holds and manages certain
investments. Quilcap is the general partner of Tradewinds.
The address of Little Wing Too is c/o Quilcap Corp., 375 Park Avenue, Suite
1404, New York, New York 10152. Little Wing Too is a limited partnership
organized under the laws of the State of Delaware. Little Wing Too holds and
manages certain investments.
The address of Parker Quillen is c/o Quilcap Corp., 375 Park Avenue, Suite 1404,
New York, New York 10152. Mr. Quillen is a citizen of the United States. Mr.
Quillen is an investment manager and President of Quilcap Corp. and Quilcap
International.
John Moore's business address is 570 Lexington Avenue, New York, New York 10022.
Mr. Moore is a citizen of the United States. Mr. Moore is an investment manager
at Brean Murray Securities Corp., where his title is senior vice president.
TPB is a limited partnership organized under the laws of Arizona, with an
address at 4456 East Valley Fiesta Drive, Paradise Valley, Arizona 85263. TPB
holds and manages certain investments.
Todd Belfer's business address is 4456 East Valley Fiesta Drive, Paradise
Valley, Arizona 85263. Mr. Belfer is a citizen of the United States. Mr. Belfer
is a private investor and is the general partner of TPB.
<PAGE>
CUSIP NO. 87161L105 13D Page 16 of 18 Pages
Appendix II
<TABLE>
<CAPTION>
Number of Shares Percentage of Shares
Shareholder Beneficially Owned Outstanding
- ------------------------------------------------------------------------------------------------------------
<S> <C> <C>
Little Wing, L.P. 267,875 2.0%
Quilcap Corp. 330,045 2.4%
Tradewinds Fund Ltd. 324,510 2.4%
Little Wing Too, L.P. 62,170 0.5%
Quilcap International Corp. 324,510 2.4%
Parker Quillen 654,555 4.9%
John Moore 323,960 2.5%
T.P.B. Investment Limited 118,200 0.9%
Partnership
Todd Belfer 145,200 0.9%
</TABLE>
<PAGE>
CUSIP NO. 87161L105 13D Page 17 of 18 Pages
Exhibit Index
Exhibit Page No.
Termination of Agreement for Joint Filing 18
<PAGE>
CUSIP NO. 87161L105 13D Page 18 of 18 Pages
EXHIBIT I
TERMINATION OF AGREEMENT FOR JOINT FILING
By this Agreement, the undersigned terminate their prior agreement that they act
in concert with respect to the ownership of shares of common stock of Syntellect
Inc.
Dated: December 3, 1999
LITTLE WING, L.P. QUILCAP CORP.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President
TRADEWINDS FUND LTD. QUILCAP INTERNATIONAL CORP.
By: Quilcap International Corp.
By: /s/Parker Quillen By: /s/Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President
LITTLE WING TOO, L.P.
By: Quilcap Corp.,
General Partner
By: /s/Parker Quillen By: /s/Parker Quillen
------------------------- -------------------------
Parker Quillen, President Parker Quillen, President
T.P.B. INVESTMENT LIMITED
PARTNERSHIP
/s/John Moore By: /s/Todd Belfer
- -------------- ----------------------------
John Moore Todd Belfer, General Partner
/s/Todd Belfer
- --------------
Todd Belfer
