SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
Synetic, Inc.
(Name of Issuer)
Common Stock, Par Value $.01 Per Share
(Title of Class of Securities)
87160F109
(CUSIP Number)
Martin J. Wygod
President, Treasurer and Secretary
SYNC, Inc.
c/o Synetic, Inc.
669 River Drive
Elmwood Park, NJ 07607
(201) 703-3400
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
May 16, 1999
(Date of Event which Requires Filing of this Statement)
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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), (f) or (g), check the following box |_|.
Check the following box if a fee is being paid with this statement |_|.
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CUSIP No. 87160F109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SN Investors, L.P.
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I.R.S. Identification No. 22-3337442
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
| | (a)
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|x| (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) WC
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(5) Check 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 Delaware
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Number of (7) Sole Voting Power 5,061,857
Shares ---------------------------
Beneficially (8) Shared Voting Power -0-
Owned by ---------------------------
Each (9) Sole Dispositive Power 5,061,857
Reporting ---------------------------
Person With (10) Shared Dispositive Power -0-
- -------------- ---------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,061,857
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions)
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(13) Percent of Class Represented by Amount in Row (11) Approximately 24.5%
(14) Type of Reporting Person (See Instructions) PN
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CUSIP No. 87160F109
(1) Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
Martin J. Wygod
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S.S. No. ###-##-####
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(2) Check the Appropriate Box if a Member of Group (See Instructions)
| | (a)
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|x| (b)
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(3) SEC Use Only
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(4) Sources of Funds (See Instructions) PF
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(5) Check 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 United States
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Number of (7) Sole Voting Power 5,424,498
Shares ---------------------------
Beneficially (5,061,857 of which is
Owned by indirectly owned through
Each control of general partner
Reporting in SN Investors, L.P.)
Person with ---------------------------
(8) Shared Voting Power 223,794
---------------------------
(9) Sole Dispositive Power 5,424,498
(5,061,857 of which is
indirectly owned through
control of general partner
in SN Investors, L.P.)
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(10) Shared Dispositive 223,794
- -------------- Power ---------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
5,648,292
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain
Shares (See Instructions) X
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(13) Percent of Class Represented by Amount in Row (11) Approximately 27.3%
(14) Type of Reporting Person (See Instructions) IN
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CUSIP No. 87160F109
ITEM 1. SECURITY AND ISSUER.
Item 1 is amended and restated in its entirety as follows:
"This Amendment No. 1 to the Schedule 13D, dated December 14, 1994, of
SN Investors, L.P. (as amended, the "Schedule 13D") is filed to reflect
information required pursuant to Rule 13d-2 promulgated by the Securities and
Exchange Commission under the Securities Exchange Act of 1934, as amended,
relating to the shares of common stock, par value $0.01 per share ("Common
Stock"), of Synetic, Inc. ("Synetic") with its principal executive offices
located at 669 River Drive, Elmwood Park, NJ 07407."
ITEM 2. IDENTITY AND BACKGROUND.
Item 2 is amended by replacing the second sentence of the first
paragraph with the following:
"The General Partner is a corporation whose sole business currently is
acting as the General Partner of the Partnership."
Item 2 is further amended by replacing the first two sentences of the
second paragraph with the following:
"The business address of the Partnership is: SN Investors, L.P., SYNC,
Inc., General Partner, c/o Synetic, Inc., 669 River Drive, Elmwood Park, NJ
07407. The business address of the General Partner and of Messrs. Wygod and Baum
is: SYNC, Inc., c/o Synetic, Inc., 669 River Drive, Elmwood Park, NJ 07407."
ITEM 4. PURPOSE OF TRANSACTION.
Item 4 is amended by inserting the following after the end of the
eighth paragraph thereof:
"Immediately following the purchase, 12,509,709 shares of Common Stock
were outstanding. As of March 3, 1999, Synetic had issued 7,827,434 shares of
Common Stock since the closing of the purchase. Accordingly, since March 3,
1999, there has been a "Change of Control" as defined in the Investment
Agreement and the restrictions on the voting and disposition of the shares
contained in the Investment Agreement no longer apply."
Item 4 is further amended by deleting the last paragraph thereof in its
entirety and inserting the following in lieu thereof:
"On May 16, 1999, Synetic, Marlin Merger Sub, Inc., a Delaware
corporation and a wholly owned subsidiary of Synetic ("Merger Sub"), and Medical
Manager Corporation ("MMC"), entered into an Agreement and Plan of Merger (the
"Merger Agreement"). Upon the satisfaction of the conditions set forth in the
Merger Agreement, Merger Sub will merge with and into MMC, with MMC continuing
as the surviving corporation (the "Merger"), and upon consummation of the
Merger, MMC will be a wholly owned subsidiary of Synetic. The consummation of
the Merger is subject to certain closing conditions. The Merger Agreement is
filed as an exhibit hereto and is hereby incorporated by reference in its
entirety.
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CUSIP No. 87160F109
Concurrently with the execution and delivery of the Merger Agreement,
Martin J. Wygod and MMC entered into a Voting Agreement (the "Voting
Agreement"). Pursuant to the Voting Agreement, Mr. Wygod has agreed to vote all
of the shares of Common Stock which he has the power to vote (a) in favor of the
issuance of additional shares of Common Stock and the election of MMC's nominees
to the Synetic Board of Directors, (b) against any action or agreement that
would result in a breach of any covenant, representation or warranty or any
other obligation or agreement of Synetic under the Merger Agreement or which
would result in any of the conditions to the Merger Agreement not being
fulfilled and (c) in favor of any other matter necessary to the consummation of
the transactions contemplated by the Merger Agreement. The Voting Agreement
provides that it shall not otherwise limit or affect in any way Mr. Wygod's
rights with respect to the election of directors of Synetic.
Mr. Wygod, in the Voting Agreement, has also appointed MMC, or any
nominee of MMC, with full power of substitution, as Mr. Wygod's irrevocable
proxy and attorney-in-fact to vote Mr. Wygod's shares as indicated above in the
event Mr. Wygod fails to comply with his obligations.
Mr. Wygod, in the Voting Agreement, has agreed that he will not, nor
will he authorize or permit any of his agents and representatives, other than in
accordance with the Merger Agreement, to, directly or indirectly, (a) initiate,
solicit, negotiate or encourage (including by way of furnishing information) or
take any other action to facilitate any inquiries, offers or proposals that
constitute, or could reasonably be expected to lead to a Competing Transaction
(as defined in the Merger Agreement), (b) agree to or recommend any Competing
Transaction, or (c) engage in negotiations or discussions with any third party
concerning, or provide any non-public information to any person or entity
relating to, any Competing Transaction. Mr. Wygod has agreed to notify MMC after
receipt of any unsolicited inquiries, offers or proposals with respect to a
potential or proposed Competing Transaction (a "Competing Proposal") or any
indication of interest or request for information relating to Synetic or its
subsidiaries in connection with a Competing Proposal that Mr. Wygod receives in
his capacity as a stockholder of Synetic. The Voting Agreement does not restrict
or otherwise limit Mr. Wygod from performing his fiduciary obligations solely in
his capacity as a director of Synetic.
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CUSIP No. 87160F109
The Voting Agreement terminates upon the earliest to occur of (a) the
Effective Time (as such term is defined in the Merger Agreement) or (b) the
termination of the Merger Agreement in accordance with the terms thereof.
A copy of the Voting Agreement is filed as an exhibit hereto and is
incorporated herein by reference in its entirety.
Except as set forth herein, none of the Partnership, the General
Partner nor Messrs. Wygod or Baum has any present plans or intentions which
would result in or relate to any of the transactions described in subparagraphs
(a) through (j) of Item 4 of Schedule 13D."
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Item 5 is amended by replacing the first sentence of the first
paragraph with the following:
"The Partnership is the record and beneficial owner of 5,061,857 shares
of Common Stock, representing approximately 24.5% of the outstanding shares of
Common Stock, as of July 6, 1999, and has sole voting and dispositive power over
such shares."
Item 5 is further amended by deleting the last paragraph thereof and
inserting the following in lieu thereof:
"In addition to the foregoing, Mr. Wygod is the beneficial owner of
(i) 142,641 shares of Common Stock, and (ii) approximately 220,000 shares of
Common Stock which he has the right to acquire pursuant to exercisable stock
options and upon conversion of convertible debentures. Mr. Wygod has sole voting
and dispositive power over the foregoing shares and securities. The foregoing
does not include (i) 28,500 shares of Common Stock, which includes shares
issuable upon conversion of $1,500,000 principal amount of Convertible
Debentures, owned by Synetic Foundation, Inc. (formerly Medco Containment
Services Foundation, Inc.), a charitable foundation as to which Mr. Wygod is a
co-trustee and shares voting and dispositive power, or (ii) 195,294 shares of
Common Stock, which includes shares issuable upon conversion of $500,000
principal amount of Convertible Debentures, owned by Rose Foundation, a
charitable foundation as to which Mr. Wygod is a co-trustee and shares voting
and dispositive power. In addition, the foregoing does not include 2,000 shares
of Common Stock owned by Mr. Wygod's wife, as to which Mr. Wygod disclaims
beneficial ownership. Mr. Wygod's total beneficial ownership represents 27.3% of
the outstanding shares of Common Stock, as of July 6, 1999. Mr. Baum is the
beneficial owner of 7,050 shares of Common Stock.
Mr. Wygod has effected transactions involving Common Stock as described
in the Form 4, which is filed as an exhibit hereto and is incorporated herein
by reference in its entirety. During the past 60 days, Mr. Baum acquired 1,600
shares of Common Stock. Except as described herein, there have been no other
transactions in any securities of Synetic effected by the Partnership, or
Messrs. Wygod or Baum during the past 60 days.
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CUSIP No. 87160F109
To the knowledge of the Partnership or Mr. Wygod, only the Partnership
and Mr. Wygod have the right to receive or the power to direct the receipt of
dividends from, or the proceeds from the sale of, the shares of Common Stock of
Synetic reported by this Amendment for which Mr. Wygod or the Partnership have
sole voting and dispositive authority.
Paragraph (e) of Item 5 is not applicable."
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS
WITH RESPECT TO SECURITIES OF THE ISSUER.
Item 6 is amended and restated in its entirety as follows:
"The responses to Item 4 and Item 5 are incorporated herein by this
reference."
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 Agreement and Plan of Merger among Synetic, Inc., Marlin Merger Sub,
Inc., and Medical Manager Corporation, dated as of May 16, 1999
(incorporated by reference to Exhibit 2.1 of Synetic, Inc.'s
Registration Statement on Form S-4 dated June 24, 1999 (No.
333-81123)).
Exhibit 2 Voting Agreement by Martin J. Wygod and Medical Manager Corporation,
dated as of May 16, 1999 (incorporated by reference to Exhibit 99.1
of Synetic, Inc.'s Registration Statement on Form S-4 dated June 24,
1999 (No. 333-81123)).
Exhibit 3 Statement of Changes in Beneficial Ownership on Form 4, filed by
Martin J. Wygod on July 8, 1999 (incorporated by reference to Form 4
filed on July 8, 1999).
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CUSIP No. 87160F109
Signatures.
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: July 14, 1999
/s/ Martin J. Wygod
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Martin J. Wygod, Individually
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CUSIP No. 87160F109
After reasonable inquiry and to the best of our knowledge and belief,
we certify that the information set forth in this statement is true, complete
and correct.
Dated: July 14, 1999
SN INVESTORS, L.P.
By: SYNC, Inc., General Partner
By: /s/ Martin J. Wygod
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Martin J. Wygod
President, Treasurer and Secretary
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CUSIP No. 87160F109
EXHIBIT INDEX
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Exhibit No. Description
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1 Agreement and Plan of Merger among Synetic, Inc., Marlin
Merger Sub, Inc. and Medical Manager Corporation, dated as of
May 16, 1999 (incorporated by reference to Exhibit 2.1 of
Synetic, Inc.'s Registration Statement on Form S-4 dated June
24, 1999 (No. 333-81123)).
2 Voting Agreement by Martin J. Wygod and Medical Manager
Corporation, dated as of May 16, 1999 (incorporated by
reference to Exhibit 99.1 of Synetic, Inc.'s Registration
Statement on Form S-4 dated June 24, 1999 (No. 333-81123)).
3 Statement of Changes in Beneficial Ownership on Form 4, filed
by Martin J. Wygod on July 8, 1999 (incorporated by reference
to Form 4 filed on July 8, 1999).
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