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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934*
(AMENDMENT NO. )
Software Spectrum, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
---------------------------------
(Title of Class of Securities)
833960107
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(CUSIP Number)
Edward P. Grace, III COPY TO: David C. Chapin, Esq.
SunTrust Center, Suite 1850 Ropes & Gray
200 South Orange Avenue One International Place
Orlando, FL 32801 Boston, MA 02110
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
July 22, 1999
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(Dates of Events which Require 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 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 8 Pages
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CUSIP NO. 833960107 SCHEDULE 13D Page 2 of 8 Pages
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NAME OF REPORTING PERSON
1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Edward P. Grace, III
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [_]
2 (b) [_]
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SEC USE ONLY
3
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SOURCE OF FUNDS
4
PF
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
5 PURSUANT TO ITEMS 2(d) or 2(e) [_]
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CITIZENSHIP OR PLACE OF ORGANIZATION
6
U.S.A.
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SOLE VOTING POWER
7
NUMBER OF 210,500
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
NONE
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 210,500
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
210,500
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES
12 CERTAIN SHARES [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
5.1%
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TYPE OF REPORTING PERSON*
14
IN
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Item 1. SECURITY ISSUER.
The class of equity securities to which this Statement on Schedule 13D
(the "Statement") relates is the Common Stock, par value $.01 per share (the
"Common Stock"), of Software Spectrum, Inc., Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 2140
Merritt Drive, Garland, Texas 75041.
Item 2. IDENTITY AND BACKGROUND.
(a) The person filing this statement is Edward P. Grace, III ("Mr. Grace"
or the "Reporting Person").
(b) Mr. Grace's business address is SunTrust Center, Suite 1850, 200
South Orange Avenue, Orlando, FL 32801.
(c) The Reporting Person is the President of Phelps Grace International,
Inc., an investment and consulting company located at SunTrust Center, Suite
1850, 200 South Orange Avenue, Orlando, FL 32801, and the Managing Member of
iHatch.com, LLC, an incubator and investor in digital businesses located at
SunTrust Center, Suite 1850, 200 South Orange Avenue, Orlando, FL 32801.
(d) During the last five years, the Reporting Person has not been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in his being 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) The Reporting Person is a citizen of the United States.
Page 3 of 8 Pages
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Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Grace Associates used an aggregate of $2,368,212 of its funds to acquire
the shares. Grace Family Partnership used an aggregate of $296,961 of its funds
to acquire the shares. Mr. Grace used an aggregate of $247,428 of its funds to
acquire the shares.
Item 4. PURPOSE OF TRANSACTION.
Mr. Grace has acquired the shares of Common Stock with the intention of
acquiring a significant equity interest in the Issuer. Mr. Grace believes that
the current trading prices of the Issuer's Common Stock do not reflect the
intrinsic value of the Issuer, and Mr. Grace has engaged and continues to engage
in discussions with the Issuer regarding the Issuer's business and prospects and
means for the Issuer to increase the value of the Common Stock. Mr. Grace
intends to review on a continuing basis his investment in the Issuer.
Currently, Mr. Grace intends to acquire additional shares of Common Stock if
such shares can be acquired at favorable values. In the future, Mr. Grace may
decide to increase or decrease his investment in the Issuer depending upon the
price and availability of the Issuer's securities, subsequent developments
affecting the Issuer, the Issuer's business and prospects, other investment and
business opportunities available to Mr. Grace, general stock market and economic
conditions and tax conditions.
Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr.Grace is the beneficial owner of 210,500 or approximately 5.1% of
the shares of the 4,103,180 shares of the outstanding Common Stock, based on
information contained in the Company's Annual Report on Form 10-K filed for the
fiscal year ended April 30, 1999. Of the shares beneficially owned by Mr. Grace,
Grace Associates owns 169,400 shares of Common Stock, Grace Family Partnership
owns 23,700 shares of Common Stock, and Mr. Grace owns 17,400 shares of Common
Stock. Mr. Grace controls the Grace Family Partnership and Grace Associates.
(b) As the controlling person of each of Grace Associates and Grace
Family Partnership, Mr. Grace may be deemed to have the sole voting and
disposition power with respect to these shares of Common Stock.
(c) All transactions in the shares of Common Stock that were effected
since May 31, 1999 are described in Schedule A hereto. Such transactions were
either effected in the open market or were block trades.
(d) No other person has the right or the power to direct the receipt of
dividend or the proceeds from the sale of the securities reported herein.
(e) Not applicable.
Page 4 of 8 Pages
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Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
The Reporting Person presently has no contracts, arrangements,
understandings or relationships with any other person with respect to any
securities of the Issuer, including but not limited to the transfer or voting of
any shares of Common Stock, finder's fees, joint ventures, loan or option
arrangements, puts or calls, guarantees of profits, division of profits or loss,
or the giving or withholding of proxies.
Item 7. MATERIAL TO BE FILED AS EXHIBITS.
Not applicable.
Page 5 of 8 Pages
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SIGNATURES
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 29, 1999
By: /s/ Edward P. Grace, III
--------------------------------
Edward P. Grace, III
Page 6 of 8 Pages
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SCHEDULE A
<TABLE>
<CAPTION>
NET PRICE
DATE PURCHASER SHARES PURCHASED PER SHARE
- ---- --------- ---------------- ---------
<S> <C> <C> <C>
6/11/99 Edward P. Grace, III 100 14.625
6/11/99 Edward P. Grace, III 1,000 14.750
6/11/99 Edward P. Grace, III 1,000 14.625
6/11/99 Edward P. Grace, III 500 14.625
6/11/99 Edward P. Grace, III 100 14.625
6/11/99 Edward P. Grace, III 300 14.625
6/16/99 Edward P. Grace, III 1,000 15.750
6/16/99 Edward P. Grace, III 250 16.250
6/16/99 Edward P. Grace, III 700 16.250
6/16/99 Edward P. Grace, III 50 16.250
6/25/99 Edward P. Grace, III 500 15.625
6/25/99 Edward P. Grace, III 500 15.625
6/28/99 Edward P. Grace, III 5,000 16.050
6/30/99 Edward P. Grace, III 500 16.375
7/8/99 Edward P. Grace, III 500 16.800
7/9/99 Edward P. Grace, III 600 16.800
7/9/99 Edward P. Grace, III 1,100 17.050
7/9/99 Edward P. Grace, III 5,000 17.050
7/9/99 Edward P. Grace, III 5,000 17.050
</TABLE>
Page 7 of 8 Pages
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<TABLE>
<CAPTION>
NET PRICE
DATE PURCHASER SHARES PURCHASED PER SHARE
- ---- --------- ---------------- ---------
<S> <C> <C> <C>
7/9/99 Edward P. Grace, III 2,000 17.300
7/12/99 Edward P. Grace, III 2,000 17.737
7/14/99 Edward P. Grace, III 2,000 18.050
7/14/99 Edward P. Grace, III 2,000 18.050
7/14/99 Edward P. Grace, III 2,000 18.550
7/15/99 Edward P. Grace, III 5,000 18.656
7/15/99 Edward P. Grace, III 2,000 18.675
7/15/99 Edward P. Grace, III 500 18.625
7/16/99 Edward P. Grace, III 500 18.800
7/19/99 Edward P. Grace, III 2,000 19.050
7/20/99 Edward P. Grace, III 1,000 18.425
7/20/99 Edward P. Grace, III 1,000 18.550
7/21/99 Edward P. Grace, III 1,000 18.112
7/21/99 Edward P. Grace, III 2,000 18.425
7/28/99 Edward P. Grace, III 200 16.250
7/29/99 Edward P. Grace, III 700 16.250
<CAPTION>
NET PRICE
DATE HOLDER SHARES DISPOSED PER SHARE
- ----------- -------------------- --------------- ---------
<S> <C> <C> <C>
7/29/99 Edward P. Grace, III 1,000 16.00
TOTAL SHARES FOR 48,600
PERIOD SPECIFIED
</TABLE>
Page 8 of 8 Pages
