<PAGE>
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. ____________)*
Lightning Rod Software, Inc.
(Name of Issuer)
Common Stock
(Title of Class of Securities)
532244 10 0
_____________________________
(CUSIP Number)
Sheldon T. Fleck
5720 Smetana Drive, Minnetonka, MN 55343
(952) 939-3945
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
April 28, 2000
_______________________________________
(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 .
Check the following box if a fee is being paid with this statement . (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class.)
(See Rule 13d-7).
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 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).
(Continued on following page(s))
Page 1 of 4 Pages
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Cusip No. 13D Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Sheldon T. Fleck
###-##-####
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
PF
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS
REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)
6 CITIZENSHIP OR PLACE OF ORGANIZATION
U.S.A.
NUMBER OF 7 SOLE VOTING POWER
SHARES 309,959 (includes 5,373 shares which may be purchased upon
BENEFICIALLY exercise of currently exercisable options, 62,500 which may
OWNED BY be purchased upon exercise of currently exercisable
EACH Warrants, and 46,875 shares which may be acquired upon
REPORTING conversion of a loan).
PERSON
WITH 8 SHARED VOTING POWER
-0-
9 SOLE DISPOSITIVE POWER
309,959 (This includes 5,373 shares which may be purchased
upon exercise of currently exercisable options, 62,500
shares which may be purchased upon exercise of currently
exercisable Warrants, and 46,875 shares which may be
acquired upon conversion of a loan.)
10 SHARED DISPOSITIVE POWER
-0-
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
309,959 (This includes 5,373 shares which may be purchased upon exercise
of currently exercisable options, 62,500 shares which may be purchased
upon exercise of currently exercisable Warrants, and 46,875 shares which
may be acquired upon conversion of a loan.)
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.4%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTION BEFORE FILLING OUT!
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Cusip No. 13D Page 3 of 4 Pages
Item 1. Security and Issuer.
This filing relates to Common Stock of Lightning Rod Software, Inc. (formerly
CE Software Holdings, Inc.) (the "Company"), 7031 Ohms Lane, Suite 600,
Minneapolis, MN 55439
Item 2. No Change
Item 3. Source and Amount of Funds or Other Consideration.
Mr. Fleck purchased the shares of the Company's Common Stock and
Warrants to Purchase Common Stock with personal funds.
Item 4. Purpose of Transaction.
The shares of Common Stock and Warrants 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 Warrants 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 309,959 shares of the Company's Common
Stock, representing 9.4% of the shares of Common Stock which would be
outstanding assuming conversion of loans and exercise of all options
and Warrants held by Mr. Fleck. Of such shares, 195,211 are held
directly by Mr. Fleck, 67,873 are obtainable upon exercise of options
and Warrants which are currently exercisable or will become exercisable
within 60 days of the date of this Schedule 13D Amendment, and 46,875
may be acquired upon conversion of a loan. Mr. Fleck has sole voting
and dispositive power over all of the Common Stock and rights to
acquire Common Stock currently owned by him. Mr. Fleck effected the
following transactions in the Company's Common Stock during the 60
days prior to the date of this Schedule 13D:
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Number Price Per
Transaction Date of Shares Share
Exercise of options from private parties 4/12/00 24,000 $ 5.00
Exercise of director stock option 4/20/00 500 $4.375
Exercise of director stock option 4/20/00 347 $2.375
Exercise of director stock option 4/20/00 180 $ 4.50
Private purchase from Issuer 4/28/00 62,500 (1) $ 8.00
Received pursuant to merger 4/28/00 28,984 (2)
Received pursuant to merger 4/28/00 46,875 (3) (2)
(1) Acquired as part of Units, each Unit consisting of one share of Common
Stock and a Warrant to purchase one share of Common Stock.
(2) Acquired in connection with merger of ATIO Corporation USA, Inc.
into Issuer.
(3) Reflects shares which may be acquired following the merger pursuant to
conversion of a loan convertible into shares of the Issuer's Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to
Securities of the Issuer.
None.
Item 7. Material to be Filed as Exhibits.
None.
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: May 8, 2000.
/s/ Sheldon T. Fleck
______________________
Sheldon T. Fleck
