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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.2)
Software Spectrum, Inc.
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(Name of Issuer)
Common Stock, $.01 Par Value
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(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)
August 25, 2000
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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).
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CUSIP NO. 833960107 SCHEDULE 13D PAGE 2 OF 6 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*
2 (a) [_]
(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 163,312
SHARES -----------------------------------------------------------
SHARED VOTING POWER
BENEFICIALLY 8
NONE
OWNED BY
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EACH SOLE DISPOSITIVE POWER
9
REPORTING 163,312
PERSON -----------------------------------------------------------
SHARED DISPOSITIVE POWER
WITH 10
NONE
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
11
163,312
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
12 [_]
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
13
4.4%
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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
Webvestors 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 6 PAGES
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Item 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) Mr.Grace is the beneficial owner of 163,312 or approximately 4.4% of
the 3,678,381 shares of the outstanding Common Stock, based on information
contained in the Issuer's Annual Report on Form 10-K filed for the Period ended
July 31, 2000. Of the shares beneficially owned by Mr. Grace, Grace Associates
owns 139,000 shares of Common Stock, Grace Family Partnership owns 23,700 shares
of Common Stock, and Mr. Grace owns 612 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 have been
effected by Mr. Grace, Grace Associates and Grace Family Partnership in the past
60 days 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.
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 4 OF 6 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: September 5, 2000
By: /s/ Edward P. Grace, III
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Edward P. Grace, III
PAGE 5 OF 6 PAGES
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Schedule A
<TABLE>
<CAPTION>
TRADE DATE SHARES PURCHASED SHARES SOLD NET PRICE PER SHARE
------------ ---------------- ----------- -------------------
<S> <C> <C> <C>
8/23/00 200 $13.188
8/23/00 100 $13.188
8/23/00 200 $13.375
8/23/00 100 $13.375
8/23/00 700 $13.375
8/23/00 1,000 $13.125
8/23/00 300 $13.375
8/23/00 500 $13.375
8/23/00 200 $13.375
8/24/00 1,000 $13.000
8/25/00 5,000 $13.125
8/25/00 100,000 $12.500
8/29/00 3,500 $13.000
</TABLE>
PAGE 6 OF 6 PAGES
