SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
------------------------------------
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 2)
------------------------------------
ARTISOFT, INC.
(Name of Issuer)
COMMON STOCK
PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
04314L106
(Cusip Number)
------------------------------------
GERALD R. FORSYTHE
1075 NOEL AVENUE
WHEELING, ILLINOIS 60090
(847) 459-4250
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
------------------------------------
COPY TO:
JEFFREY P. COHEN, ESQ.
ROGERS & WELLS
200 PARK AVENUE
NEW YORK, NEW YORK 10166
(212) 878-8000
------------------------------------
OCTOBER 28, 1996
(Date of event which requires filing of this statement)
- --------------------------------------------------------------------------------
[ ] Check box 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 box if a fee is being paid with the statement.
- --------------------------------------------------------------------------------
PAGE 1 OF 14 PAGES
<PAGE>
<TABLE>
<CAPTION>
<S> <C>
- ---------------------------------- -----------------------------------
CUSIP No. 04314L106 13D Page 2
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
GERALD R. FORSYTHE
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- -------------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
PF, OO
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 333,070
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
1,151,700
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
333,070
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
1,151,700
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,770
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
IN
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. 04314L106 13D Page 3
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INDECK POWER EQUIPMENT COMPANY
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC, OO
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
485,700
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
485,700
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,770
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
<PAGE>
- ---------------------------------- -----------------------------------
CUSIP No. 04314L106 13D Page 4
- ---------------------------------- -----------------------------------
=============================================================================================================================
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON
INDECK ENERGY SERVICES, INC.
- -----------------------------------------------------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X]
(b)[ ]
- -----------------------------------------------------------------------------------------------------------------------------
3. SEC USE ONLY
- -----------------------------------------------------------------------------------------------------------------------------
4. SOURCES OF FUNDS
WC, OO
- -----------------------------------------------------------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e)
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
6. CITIZENSHIP OR PLACE OF ORGANIZATION
ILLINOIS
- -----------------------------------------------------------------------------------------------------------------------------
7. SOLE VOTING POWER
NUMBER OF
SHARES 0
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
-------------------------------------------------------------------------------------------------
8. SHARED VOTING POWER
666,000
-------------------------------------------------------------------------------------------------
9. SOLE DISPOSITIVE POWER
0
-------------------------------------------------------------------------------------------------
10. SHARED DISPOSITIVE POWER
666,000
- -----------------------------------------------------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,590,770
- -----------------------------------------------------------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
- -----------------------------------------------------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.0%
- -----------------------------------------------------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
=============================================================================================================================
</TABLE>
<PAGE>
AMENDMENT NO. 2 TO SCHEDULE 13D
This Amendment No. 2, which is being filed jointly by Gerald R.
Forsythe ("Mr. Forsythe"), Indeck Power Equipment Company ("Indeck Power") and
Indeck Energy Services, Inc. ("Indeck Energy") (collectively, the "Reporting
Persons"), supplements and amends the Statement on Schedule 13D relating to the
Common Stock of the Company (each as defined herein) originally filed jointly
by the Reporting Persons with the Commission on January 19, 1996, as amended by
Amendment No. 1 thereto filed jointly by the Reporting Persons with the
Commission on July 9, 1996 (as amended, the "Statement").
Because this Amendment No. 2 constitutes the first electronically
filed amendment to the Statement, the entire text of the Statement, as amended
hereby, is being restated in accordance with Rule 13d-2(c) under the Securities
Exchange Act of 1934, as amended (the "Act").
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the common stock, par value $.01 per share
("Common Stock"), of Artisoft, Inc. (the "Company"). The Company's principal
executive offices are located at 2202 North Forbes Boulevard, Tucson, Arizona
85745.
ITEM 2. IDENTITY AND BACKGROUND.
(a)-(c),(f) This Statement is being filed jointly by the Reporting
Persons. The business address of Mr. Forsythe is 1075 Noel Avenue, Wheeling,
Illinois 60090. Mr. Forsythe's principal occupation is to serve as the Chairman
of the Board and Chief Executive Officer of each of Indeck Power and Indeck
Energy.
Indeck Power is an Illinois corporation, and its principal business
is the rental of steam- fired boiler equipment. The address of the Indeck
Power's principal business and principal office is located at 1111 S. Willis,
Wheeling, Illinois 60090.
Indeck Energy is an Illinois corporation, and its principal
business is the development of cogeneration facilities. The address of the
Indeck Energy's principal business and principal office is located at 1130 Lake
Cook Road, Suite 300, Buffalo Grove, Illinois 60089.
Information with respect to the directors and executive officers of
Indeck Power and Indeck Energy is detailed at Schedule I and Schedule II
hereto, respectively.
(d)-(e) During the last five years, none of the Reporting Persons nor,
to their knowledge, any of the persons listed in Schedule I or Schedule II
hereto (i) has been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) or (ii) was a party to a civil proceeding
of a judicial or administrative body of competent jurisdiction and as a result
of such proceeding was or is subject to a judgment, decree or final order
enjoining further violations of or
5
<PAGE>
prohibiting activities subject to federal or state securities laws or finding
any violation with respect to such laws.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Mr. Forsythe used his personal funds and margin account borrowings,
and Indeck Power and Indeck Energy each used their respective working capital
and margin account borrowings, for the purchases described in Item 5(c) below.
ITEM 4. PURPOSE OF THE TRANSACTION.
The Reporting Persons have acquired the Common Stock beneficially
owned by them for investment purposes, because they believe that the trading
prices of the Common Stock in the public market do not adequately reflect the
potential value of the Company's underlying businesses and assets.
None of the Reporting Persons presently has any plans or proposals
which relate to or would result in (a) the acquisition by any person of
additional securities of the Company or the disposition of any such securities,
(b) an extraordinary corporate transaction, such as a merger, reorganization or
liquidation, involving the Company or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change in the present management of the Company, (e) any
material change in the present capitalization or dividend policy of the
Company, (f) any other material change in the Company's business or corporate
structure, (g) any other material change in the Company's charter, bylaws or
instruments corresponding thereto or other actions which may impede the
acquisition of control of the Company by any person, (h) causing a class of
securities of the Company 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 Company becoming eligible for termination of registration pursuant to
Section 12(g)(4) of the Act, or (j) any action similar to any of those
enumerated in the foregoing clauses (a) through (i). However, as substantial
stockholders of the Company, the Reporting Persons expect and intend to explore
and be receptive to opportunities to enhance the value of the Common Stock
owned by the Reporting Persons, including changes to the composition of the
Company's board of directors and/or management and extraordinary transactions
involving the Company.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The Reporting Persons beneficially own an aggregate of 1,590,770
shares of Common Stock, representing approximately 11.0% of the outstanding
shares of Common Stock (based upon 14,498,000 shares reported as outstanding as
of September 20, 1996 by the Company in its Annual Report on Form 10-K for the
fiscal year ended June 30, 1996), of which 106,000 shares of Common Stock (or
7.3%) are beneficially owned as a result of the ownership by the Reporting
Persons of listed call options. See Item 6.
6
<PAGE>
Except as set forth in Schedule I and Schedule II, to the knowledge of
the Reporting Persons no person identified on Schedule I or Schedule II (other
than Mr. Forsythe) beneficially owns any shares of Common Stock.
(b) Mr. Forsythe has the sole power to vote and dispose of the 333,070
shares of Common Stock owned by him personally; Mr. Forsythe and Indeck Power
share the power to vote and dispose of the 485,700 shares of Common Stock owned
by Indeck Power; and Mr. Forsythe and Indeck Energy share the power to vote and
dispose of the 666,000 shares of Common Stock owned by Indeck Energy.
(c) The following is a schedule of the transactions in Common Stock
effected by the Reporting Persons in the last 60 days, all of which were
effected in the open market through the facilities of the NASDAQ Stock Market:
<TABLE>
<CAPTION>
Number of Number of
Date Shares Purchased Shares Sold Price Per Share
---- ---------------- ----------- ---------------
<S> <C> <C> <C> <C>
Mr. Forsythe 09/04/94 2,000 $7.3750
- ------------
09/06/96 8,000 $6.6250
Indeck Energy 10/22/96 33,500 $6.2941
- -------------
10/25/96 12,500 $6.3100
10/28/96 2,500 $6.1225
10/28/96 16,000 $6.1225
10/28/96 7,500 $6.1225
Indeck Power 10/22/96 33,500 $6.2941
- ------------
10/23/96 2,500 $6.1850
10/25/96 12,500 $6.3100
10/25/96 7,500 $6.1850
10/28/96 16,000 $6.1225
10/29/96 2,500 $6.1225
</TABLE>
In addition, on September 19, 1996, Mr. Forsythe exercised 200 listed
call options, each of which had an exercise price of $5.00 per share of Common
Stock and an expiration date of September 20, 1996, pursuant to which he
purchased a total of 20,000 shares of Common Stock.
(d)-(e) Not applicable.
7
<PAGE>
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
The Reporting Persons own an aggregate of 1,060 listed call options
to purchase an aggregate of 106,000 shares of Common Stock, all of which were
purchased in open market transactions. Of those 1,060 listed call options, 525
options have an exercise price of $7.25 per share of Common Stock and an
expiration date of December 20, 1996, 460 options have an exercise price of
$10.00 per share of Common Stock and an expiration date of December 20, 1996,
and 75 options have an exercise price of $5.00 per share of Common Stock and an
expiration date of June 20, 1997.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 7.7 Agreement of Joint Filing among the Reporting
Persons dated November 6, 1996.
8
<PAGE>
SCHEDULE I
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INDECK POWER
Set forth in the table below are the name and the present principal occupations
or employment of each director and executive officer of Indeck Power, each of
whom is a United States citizen. The principal business address of Indeck Power
and each person identified below (other than Messrs. Forsythe, DeNotto and
Lagowski) is 1111 S. Willis, Wheeling, Illinois 60090. Messrs. Forsythe's,
DeNotto's and Lagowski's respective principal business addresses are set forth
below their names. Directors are identified by an asterisk.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
GERALD R. FORSYTHE* Mr. Forsythe's principal occupation is to serve as Chairman
1075 Noel Road of the Board and Chief Executive Officer of Indeck Power
Wheeling, IL 60069 and Indeck Energy.
MARSHA FORSYTHE-FOURNIER* Ms. Fournier's principal occupation is to serve as a director
and as Executive Vice President of Indeck Power. Ms.
Fournier is the daughter of Mr. Forsythe. Ms. Fournier
beneficially owns 26,200 shares of Common Stock, none of
which were purchased in the last 60 days. Ms. Fournier has
sole voting and dispositive power with respect to all such
shares.
LAURENCE A. LAGOWSKI* Mr. Lagowski's principal occupation is to serve as a director
1130 Lake Cook Road and as Senior Vice President, Chief Financial Officer,
Suite 300 Treasurer and Assistant Secretary of Indeck Energy. Mr.
Buffalo Grove, IL 60089 Lagowski also serves as a director and as Vice President,
Treasurer and Assistant Secretary of Indeck Power. Mr.
Lagowski beneficially owns 800 shares of Common Stock,
none of which was purchased in the last 60 days. Mr.
Lagowski has sole voting and dispositive power with respect
to all such shares.
GERALD F. DENOTTO Mr. DeNotto's principal occupation is to serve as Vice
1130 Lake Cook Road President and Secretary of Indeck Energy. Mr. DeNotto also
Suite 300 serves as Secretary of Indeck Power.
Buffalo Grove, IL 60089
</TABLE>
9
<PAGE>
SCHEDULE II
INFORMATION REGARDING THE
DIRECTORS AND EXECUTIVE OFFICERS OF INDECK ENERGY
Set forth in the table below are the name and the present principal occupations
or employment of each director and executive officer of Indeck Energy, each of
whom is a United States citizen. The principal business address of Indeck Power
and each person identified below (other than Mr. Forsythe) is 1130 Lake Cook
Road, Suite 300, Buffalo Grove, Illinois 60089. Mr. Forsythe's principal
business address is set forth below his name. Directors are identified by an
asterisk.
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
GERALD R. FORSYTHE* Mr. Forsythe's principal occupation is to serve as Chairman of
1075 Noel Road the Board and Chief Executive Officer of Indeck Energy
Wheeling, IL 60069 and Indeck Power.
RUSSELL F. LINDSAY* Mr. Lindsay's principal occupation is to serve as Vice
Chairman of the Board Indeck Energy.
KEVIN C. YESSIAN* Mr. Yessian's principal occupation is to serve as a director and
as President of Indeck Energy. Mr. Yessian beneficially owns
300 shares of Common Stock, none of which was purchased in
the last 60 days. Mr. Yessian has sole voting and dispositive
power with respect to all such shares.
LAURENCE A. LAGOWSKI* Mr. Lagowski's principal occupation is to serve as a director
and as Senior Vice President, Chief Financial Officer,
Treasurer and Assistant Secretary of Indeck Energy. Mr.
Lagowski also serves as a director and as Vice President,
Treasurer and Assistant Secretary of Indeck Power. Mr.
Lagowski beneficially owns 800 shares of Common Stock,
none of which was purchased in the last 60 days. Mr.
Lagowski has sole voting and dispositive power with respect to
all such shares.
LAWRENCE J. KOSTRZEWA* Mr. Kostrzewa's principal occupation is to serve as a director
and as Senior Vice President of Indeck Energy.
PREM P.C. BABU Mr. Babu's principal occupation is to serve as a Vice President
of Indeck Energy.
ARNOLD S. BECKER Mr. Becker's principal occupation is to serve as a Vice
President of Indeck Energy.
GERALD F. DENOTTO Mr. DeNotto's principal occupation is to serve as a Vice
President and Secretary of Indeck Energy. Mr. DeNotto also
serves as Secretary of Indeck Power.
</TABLE>
10
<PAGE>
<TABLE>
<CAPTION>
Name Present Principal Occupation or Employment
---- ------------------------------------------
<S> <C>
WAYNE R. GRAYCZYK Mr. Grayczyk's principal occupation is to serve as a Vice
President of Indeck Energy. Mr. Grayczyk beneficially owns
1,000 shares of Common Stock, none of which was purchased
in the last 60 days. Mr. Grayczyk has sole voting and
dispositive power with respect to all such shares.
JOSEPH L. GOCKE Mr. Gocke's principal occupation is to serve as a Vice
President of Indeck Energy.
VICTOR F. RANALLETTA Mr. Ranalletta's principal occupation is to serve as a Vice
President of Indeck Energy.
ALAN R. WASKIN Mr. Waskin's principal occupation is to serve as Assistant
Secretary of Indeck Energy.
</TABLE>
11
<PAGE>
SIGNATURES
After due 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: November 6, 1996
/s/ GERALD R. FORSYTHE
-------------------------------------
Gerald R. Forsythe
INDECK POWER EQUIPMENT COMPANY
By: /s/ GERALD R. FORSYTHE
-------------------------------------
Gerald R. Forsythe
Chief Executive Officer
INDECK ENERGY SERVICES, INC.
By: /s/ GERALD R. FORSYTHE
-------------------------------------
Gerald R. Forsythe
Chief Executive Officer
12
<PAGE>
EXHIBIT INDEX
EXHIBIT NO. DESCRIPTION
- ----------- -----------
Exhibit 7.7 Agreement of Joint Filing among the Reporting Persons dated
November 6, 1996.
13
EXHIBIT 7.7
AGREEMENT OF JOINT FILING
Gerald R. Forsythe, Indeck Power Corporation and Indeck Energy
Services, Inc. hereby agree that the Amendment No. 2 to Statement on Schedule
13D to which this agreement is attached as an exhibit shall be filed jointly on
behalf of each of them. This agreement is intended to satisfy the requirements
of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended.
Dated: November 6, 1996
/s/ GERALD R. FORSYTHE
-------------------------------------
Gerald R. Forsythe
INDECK POWER EQUIPMENT COMPANY
By: /s/ GERALD R. FORSYTHE
-------------------------------------
Gerald R. Forsythe
Chief Executive Officer
INDECK ENERGY SERVICES, INC.
By: /s/ GERALD R. FORSYTHE
-------------------------------------
Gerald R. Forsythe
Chief Executive Officer
