SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO
13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(Amendment No. 1)*
Effective Management Systems Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
282017102
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(CUSIP NUMBER)
Calvin Hori, Hori Capital Management, Inc.,
One Washington Mall, Boston, MA 02108
(617) 367-3800
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
October 16, 1997
-----------------------------------------------------
(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 schedule 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 and
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
|-----------------------| |--------------------------|
|CUSIP No. 282017102 | | Page 2 of 9 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSONS |
| | I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Hori Capital Management, Inc. |
| | |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 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 |
| | |
| | Massachusetts |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | CO |
|----------------------------------------------------------------------------|
2
<PAGE>
SCHEDULE 13D
|-----------------------| |--------------------------|
|CUSIP No. 282017102 | | Page 3 of 9 Pages |
|-----------------------| |--------------------------|
|----------------------------------------------------------------------------|
| 1 | NAME OF REPORTING PERSONS |
| | I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) |
| | Calvin G. Hori, Sole Shareholder |
| | |
|---------|------------------------------------------------------------------|
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]|
| | (b) [ ]|
|---------|------------------------------------------------------------------|
| 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 Citizen |
|----------------|-----|-----------------------------------------------------|
| | 7 | SOLE VOTING POWER |
| | | 0 |
| NUMBER OF |-----|-----------------------------------------------------|
| SHARES | 8 | SHARED VOTING POWER |
| BENEFICIALLY | | 0 |
| OWNED BY EACH |-----|-----------------------------------------------------|
| REPORTING | 9 | SOLE DISPOSITIVE POWER |
| PERSON | | 0 |
| WITH |-----|-----------------------------------------------------|
| | 10 | SHARED DISPOSITIVE POWER |
| | | 0 |
|----------------------------------------------------------------------------|
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
| | |
| | 0 |
|---------|------------------------------------------------------------------|
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) |
| | EXCLUDES CERTAIN SHARES* [ ] |
| | |
|---------|------------------------------------------------------------------|
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
| | |
| | 0% |
|---------|------------------------------------------------------------------|
| 14 | TYPE OF REPORTING PERSON* |
| | |
| | IN |
|----------------------------------------------------------------------------|
3
<PAGE>
Item 1. Security and Issuer
This Report on Schedule 13D relates to shares of common stock, no par value
(the "Common Stock"), of Effective Management Systems Inc. (the "Company"),
whose principal executive offices are located at 12000 West Park Place;
Milwaukee, WI 53224.
Item 2. Identity and Background
This Report is filed by Hori Capital Management, Inc., a Massachusetts
corporation having its principal place of business and executive offices at One
Washington Mall, 7th Floor, Boston, MA 02108 ("Hori Capital Management"); and
Mr. Calvin G. Hori, the sole shareholder, director and President of Hori Capital
Management ("Mr. Hori"), having his business address at c/o Hori Capital
Management, Inc., One Washington Mall, 7th Floor, Boston, MA 02108
(collectively, the "Reporting Persons"). The principal business of each
Reporting Person is to make, manage, supervise, and dispose of investments in a
variety of businesses. Hori Capital Management is the sole General Partner of
Platinum Partners, L.P., a Massachusetts limited partnership (the
"Partnership"), and is one of several investment advisors to Micro Cap Partners,
Ltd. ("Micro Cap").
During the last five years, the Reporting Persons have not been convicted
in a criminal proceeding (excluding traffic violations or similar misdemeanors),
and have not been a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and are not, as a result of any such proceeding,
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.
Mr. Hori is a United States citizen.
Item 3. Source and Amount of Funds or Other Consideration
The source of funds for the Partnership's and Micro Cap's acquisition of
the securities described in Item 5(c) were assets of the Partnership and of
Micro Cap.
Item 4. Purpose of Transaction
Hori Capital Management acquired the Common Stock described in Item 5(c)
for investment purposes. None of the Reporting Persons have any plans or
proposals which relate to or would result in:
a. The acquisition by any person of additional securities of the
issuer, or the disposition of securities of the issuer;
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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;
e. Any material change in the present capitalization or dividend
policy of the issuer;
f. Any other material change in the issuer's business or corporate
structure including but not limited to, if the issuer is a
registered closed-end investment company, any plans or proposals
to make any change in its investment policy for which a vote is
required by Section 13 of the Investment Company Act of 1940;
g. Changes in the issuer's charter, bylaws or instruments
corresponding thereto or other actions which may impede the
acquisition of control of the issuer by any person;
h. Causing a class of securities of the issuer to be delisted 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 1(g)(4) of the
Securities Exchange Act of 1934; or
j. Any action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer
a. As of October 16, 1997, Hori Capital Management and Calvin G.
Hori may be deemed to beneficially own 0 shares of Common Stock
of the Company. On such date, Hori Capital Management and Calvin
G. Hori sold all the shares of common stock of the Company that
they then could have been deemed to beneficially own.
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<PAGE>
b. Not applicable.
c. The Partnership has made the following sales of shares of Common
Stock:
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Transaction Price Per Aggregate
Date # of Shares Share Sale Price
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10/16/97 191,500 4.00 766,000
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Micro Cap has made the following sales of shares of Common Stock:
- --------------------------------------------------------------------------------
Transaction Price Per Aggregate
Date # of Shares Share Sale Price
- --------------------------------------------------------------------------------
10/16/97 60,000 4.00 240,000
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All transactions were made in the open market on NASDAQ.
d. The Partnership and Micro Cap are each limited partnerships. Each
partner of the Partnership is entitled to receive certain
distributions from the Partnership's assets as specified in the
Partnership's governing documents. Similarly, each partner of
Micro Cap is entitled to receive certain distributions from Micro
Cap's assets as specified in Micro Cap's governing documents.
These distributions may include funds received by the Partnership
or Micro Cap from dividends declared with respect to the shares
of Common Stock held by the Partnership or Micro Cap or from the
sale of such shares of Common Stock.
e. October 16, 1997.
The filing of this statement shall not be construed as an admission that
any of the Reporting Persons are, for the purposes of Sections 13(d) or 13(g) of
the Securities Exchange Act of 1934, the beneficial owners of any securities
covered by this statement.
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<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer
There are no contracts, arrangements, understandings or relationships
(legal or otherwise) between or among any of the Reporting Persons and any other
person with respect to any securities of the Company other than (a) the
governing documents of the Partnership and Micro Cap and (b) the investment
advisory agreement between Hori Capital Management and Micro Cap.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Agreement regarding filing of joint Schedule 13D.
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<PAGE>
Signature
After reasonable inquiry and to the best of the knowledge and belief of the
undersigned, each of the undersigned hereby certifies that the information set
forth in this statement is true, complete and correct.
EXECUTED as of the 1st day of December, 1997.
HORI CAPITAL MANAGEMENT, INC.
By: /s/ Calvin G. Hori
-------------------------
Calvin G. Hori, President
/s/ Calvin G. Hori
------------------------------
Calvin G. Hori
8
<PAGE>
Exhibit 1
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AGREEMENT
Pursuant to Rule 13d-1(f)(1) under the Securities Exchange Act of 1934,
as amended, the undersigned hereby agree that only one statement containing the
information required by Schedule 13D need be filed with respect to the ownership
by each of the undersigned of the shares of Common Stock of Effective Management
Systems Inc.
EXECUTED as of the 1st day of December, 1997.
HORI CAPITAL MANAGEMENT, INC.
By: /s/ Calvin G. Hori
-------------------------
Calvin G. Hori, President
/s/ Calvin G. Hori
-----------------------------
Calvin G. Hori
