UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
Under the Securities Exchange Act of 1934
(Amendment No. 2)*
CE Software Holdings, Inc.
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(Name of Issuer)
Common Stock
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(Title of Class of Securities)
125175 30 7
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(CUSIP Number)
Esq., Davis, Brown, Koehn, Shors & Roberts, P.C.
The Financial Center, 666 Walnut Street, Suite 2500, Des Moines,
Iowa 50309-3993 (515) 288-2500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 1, 1999
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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 schedule because of Rule 13d-1(b)(3) or (4), check the following box |_|.
Note: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See Rule 13d-7(b) for other
parties to whom copies are to be sent.
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* 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 1 of 6 Pages
<PAGE>
SCHEDULE 13D
CUSIP No. 125175 30 7 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Sheldon T. Fleck
###-##-####
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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
U.S.A.
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7 SOLE VOTING POWER(1)
108,266 (includes 29,566 shares which may be purchased
upon exercise of currently exercisable options)
NUMBER OF --------------------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY
OWNED BY -0-
OWNED BY --------------------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 108,266 (includes 29,566 shares which may be purchased
WITH upon exercise of currently exercisable options)
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10 SHARED DISPOSITIVE POWER
-0-
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
108,266 (This includes 5,566 shares which may be purchased upon exercise
of currently exercisable options under the Company's director compensation
plan and 24,000 shares that may be purchased under option agreements
entitling Mr. Fleck to purchase 8,000 shares from John S. Kirk, 8,000 from
Richard A. Skeie and 8,000 from Donald Brown at a price of $5.00 per
share.)
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12 CHECK THIS 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)
9.83%
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14 TYPE OF REPORTING PERSON*
IN
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(1) Mr. Fleck has sole voting and dispositive power over all of the Common Stock
currently owned by him. Mr. Skeie, Mr. Brown and Mr. Kirk each retain voting
authority on 8,000 shares for which they have granted options to Mr. Fleck.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Item 1. Security and Issuer.
This filing relates to Common Stock of CE Software Holdings, Inc. (the
"Company"), 1801 Industrial Circle, West Des Moines, IA 50265.
Item 2. Identity and Background.
(a) Name: Sheldon T. Fleck
(b) Business Address: 5720 Smetana Drive, Suite 300, Minnetonka,
Minnesota 55343.
(c) Principal Occupation: Private Investor.
(d) Mr. Fleck has not, during the last five years, been convicted in a
criminal proceeding.
(e) Mr. Fleck was not, during the last five years, a party to any civil
proceeding as a result of which he 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.
(f) Citizenship: U.S.A.
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Fleck purchased the shares of the Company's Common Stock, and the
options from Mr. Skeie, Mr. Brown and Mr. Kirk, with personal funds.
<PAGE>
Item 4. Purpose of Transaction.
The shares of Common Stock and the options purchased by Mr. Fleck have
been acquired for investment purposes. Mr. Fleck may make additional
purchases of Common Stock either in the open market or in private
transactions depending on his evaluation of the Company's business,
prospects and financial condition, the market for the Common Stock, other
opportunities available to him, general economic conditions, money and
stock market conditions and other future developments. Depending on the
same factors, Mr. Fleck may decide in the future to sell all or part of
his investments in the Company's Common Stock. Although the purchases of
shares of Common Stock and the options have been made for investment, at
some future time Mr. Fleck might decide that it is desirable to seek to
acquire the Company or to seek to control or further influence the
management and policies of the Company. At the present time Mr. Fleck has
made no decision to seek to acquire the Company or to seek to control or
further influence the management or policies of the Company.
Item 5. Interest in Securities of the Issuer.
Mr. Fleck beneficially owns 108,266 shares of the Company's Common Stock,
representing 9.83% of the shares of Common Stock outstanding. Of such
shares, 78,700 are held directly by Mr. Fleck and 29,566 are obtainable
upon exercise of options which are currently exercisable or will become
exercisable within 60 days of the date of this Schedule 13D.
Mr. Fleck has sole voting and dispositive power over all of the Common
Stock currently owned by him. Mr. Skeie, Mr. Brown and Mr. Kirk each
retain voting authority on 8,000 shares for which they have granted
options to Mr. Fleck securities. Mr. Fleck effected the following
transactions in the Company's Common Stock during the 60 days prior to the
date of this Schedule 13D:
Number of Price per
Transaction Trade Date Shares Share
Private Purchase 7/1/99 10,000 $5.00
from Donald Brown
Private Purchase 7/1/99 8,000 $5.00*
from John S. Kirk
Private Purchase 7/1/99 8,000 $5.00*
from Richard A. Skeie
<PAGE>
Private Purchase 7/1/99 8,000 $5.00*
from Donald Brown
*Options to purchase 8,000 shares were purchased from each of John S.
Kirk, Donald Brown and Richard A. Skeie for a purchase price of $1,000
each. The options may be exercised at any time commencing July 1st and
ending December 31, 2000. The expiration date of the options may be
accelerated in the event of a change in control.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
<PAGE>
SIGNATURE
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: July 1, 1999.
/s/ Sheldon T. Fleck
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Sheldon T. Fleck
