OMB APPROVAL
OMB Number: 3235-0145
UNITED STATES Expires: August 31, 1999
SECURITIES AND EXCHANGE COMMISSION Estimated average burden
Washington, D.C. 20549 hours per form .......14.90
-------------------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. __)*
MIDISOFT CORPORATION
- -----------------------------------------------------------------------------
(Name of Issuer)
Common Stock, no par value
- -----------------------------------------------------------------------------
(Title of Class of Securities)
597 413 10 3
- -----------------------------------------------------------------------------
(CUSIP Number)
Shaul C. Baruch
BP Software, Ltd.
15851 Dallas Parkway, Suite 1120
Dallas, Texas 75248
Telephone: (972 ) 233-9003
- -----------------------------------------------------------------------------
Name, Address and Telephone Number of Persons Authorized to Receive
Notices and Communications)
October 28, 1997
- -----------------------------------------------------------------------------
(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: 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 that 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 10 Pages
SEC 1746 (10-97)
<PAGE>
SCHEDULE 13D
CUSIP No. 597 413 10 3 Page 2 of 10 Pages
- ------------------------- ------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BP Software Ltd.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) |_|
(b) |X|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
WC -- See Item 3
- -------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d)
OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 Shares
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,384,615 Shares
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING
PERSON 0 Shares
WITH ---------------------------------------------------
10 SHARED DISPOSITIVE POWER
5,384,615 Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,384,615 Shares
- -------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
PN
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 597 413 10 3 Page 3 of 10 Pages
- ------------------------- --------------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
BP Software, GP, L.L.C.
- -------------------------------------------------------------------------------
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)|_|
(b) |X|
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Not Applicable
- -------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Texas
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
0 Shares
NUMBER OF ---------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,384,615 Shares
OWNED BY --------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 0 Shares
PERSON --------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,384,615 Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,384,615 Shares
- -------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
46%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
00
- -------------------------------------------------------------------------------
<PAGE>
SCHEDULE 13D
CUSIP No. 597 413 10 3 Page 4 of 10 Pages
- ------------------------- -----------------------
1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (ENTITIES ONLY)
Shaul C. Baruch
- -------------------------------------------------------------------------------
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a)|_|
(b) ||
- -------------------------------------------------------------------------------
3 SEC USE ONLY
- -------------------------------------------------------------------------------
4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
PF -- See Item 3
- -------------------------------------------------------------------------------
5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) OR 2(e)
- -------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
- -------------------------------------------------------------------------------
7 SOLE VOTING POWER
250,000 Shares
NUMBER OF -------------------------------------------------
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 5,384,615 Shares
OWNED BY -------------------------------------------------
EACH 9 SOLE DISPOSITIVE POWER
REPORTING 250,000 Shares
PERSON -------------------------------------------------
WITH 10 SHARED DISPOSITIVE POWER
5,384,615 Shares
- -------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,634,615 Shares
- -------------------------------------------------------------------------------
12 CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
(SEE INSTRUCTIONS)
N/A
- -------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
48.2%
- -------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
- -------------------------------------------------------------------------------
<PAGE>
CUSIP No. 597 413 10 3 Page 5 of 10 Pages
- ------------------------- -------------------------------
Item 1. Security and Issuer
The class of equity securities to which this statement relates is the
common stock, no par value, ("Common Stock") of Midisoft Corporation ("Issuer"),
a Washington corporation, whose principal executive offices are located at 1605
NW Sammamish Road, Issaquah, Washington 98027. The percentage of beneficial
ownership in this statement is based upon 6,298,005 shares of Common Stock
outstanding as of May 11, 1998, which number was obtained from Issuer's filings
with the Securities and Exchange Commission.
Item 2. Identity and Background
This statement is filed on behalf of BP Software, Ltd., a limited
partnership organized and existing under the laws of the State of Texas ("Record
Holder") whose business is to acquire, hold and sell securities of the Issuer,
and the two other persons described below having an interest in the Record
Holder.
The general partner of the Record Holder is BP Software, GP, L.L.C., a
Texas limited liability company ("General Partner"). The General Partner's
business is to manage the assets of the Record Holder.
The General Partner is controlled by Shaul C. Baruch, who is the Manager of
the General Partner, holding a 75% equity interest therein. Mr. Baruch's
principal occupation is managing his investments. Mr. Baruch is a citizen of the
United States.
The business address of each Reporting Person is 15851 Dallas Parkway,
Suite 1120, Dallas, Texas 75248.
During the last five years, none of the Reporting Persons has been
convicted in any criminal proceeding (excluding traffic violations or similar
misdemeanors).
During the last five years, none of the Reporting Persons has been a party
to any civil proceeding of a judicial or administrative body of competent
jurisdiction resulting in any judgment, decree or final order against it or him
enjoining it or him from engaging in future violations of, or prohibiting or
mandating 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
The Record Holder acquired the securities of the Issuer for aggregate
consideration of $2 million (described in Item 5 below) using the capital
contributions made by its partners. Mr. Baruch acquired the securities of the
Issuer owned directly by him (described in Item 5 below)in October 1997 for
aggregate consideration of approximately $311,240.00 using personal funds.
<PAGE>
CUSIP No. 597 413 10 3 Page 6 of 10 Pages
- ------------------------ -----------------------
Item 4. Purpose of Transactions
The securities specified in Item 5(c) were acquired to obtain an equity
position in the Issuer for investment purposes. Each Reporting Person may
acquire or dispose of additional shares of the Issuer, but do not presently
intend to do so, although this intention may change depending upon market
conditions. Except as described in Item 6 below, none of the Reporting Persons
has any present plans that relate to or would result in: an extraordinary
corporate transaction, such as a merger, reorganization or liquidation,
involving the Issuer or any of its subsidiaries; a sale or transfer of a
material amount of assets of the Issuer or any of its subsidiaries; any change
in the present board of directors or management of the Issuer, including any
plans or proposals to change the number or term of directors or to fill any
existing vacancies on the board; any material change in the present
capitalization or dividend policy of the Issuer; any other material change in
the Issuer's business or corporate structure; changes in the Issuer's charter,
bylaws or instruments corresponding thereto or other actions that may impede the
acquisition of control of the Issuer by any person; causing a class of
securities of the Issuer 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; causing a class of equity securities
of the Issuer to become eligible for termination of registration pursuant to
Section 12(g)(4) of the Securities Exchange Act of 1934; or any action similar
to the above.
Item 5. Interest in Securities of the Issuer
The Record Holder and the Issuer entered into a Securities Purchase
Agreement ("Purchase Agreement") dated as of October 28, 1997 pursuant to which
the Record Holder purchased 1% Convertible Debentures of the Issuer
("Debentures") and warrants of the Issuer ("Warrants," together with the
Debentures, the "Securities") which are convertible into and exercisable for
shares of Common Stock of the Issuer, respectively. Pursuant to the terms of the
Purchase Agreement, the Record Holder purchased the following Securities with
the following exercise/conversion terms:
<PAGE>
CUSIP No. 597 413 10 3 Page 7 of 10 Pages
- ------------------------- -----------------------------
<TABLE>
<CAPTION>
EXERCISE/ NUMBER OF MATURITY/
DATE CONVERSION SHARES EXPIRATION
SECURITY* ISSUED AMOUNT RATE ISSUABLE DATE
- ----------------- --------- ----------- ----------- -------------- ------------
<S> <C> <C> <C> <C> <C>
1. D 10/28/97 $500,000 $.60 833,333 10/28/2000
W 10/28/97 1.50 416,666 10/28/2002
2. D 11/28/97 $500,000 .60 833,334 11/28/2000
W 11/28/97 1.50 416,667 11/28/2002
3. D 01/09/98 $500,000 .52 961,538 1/9/2001
W 01/09/98 1.25 480,769 1/9/2003
4. D 01/28/98 $500,000 .52 961,539 1/28/2001
W 01/28/98 1.25 480,769 1/28/2003
----------
TOTAL 5,384,615
</TABLE>
* D = Convertible Debenture
W = Warrant
The Record Holder, as the holder of record, nominally holds voting and
dispositive power with respect to the 5,384,615 shares of Common Stock, issuable
upon conversion of the Debentures and upon exercise of the Warrants which power
is shared with the General Partner, which controls the Record Holder, and
ultimately with Shaul Baruch, who controls the General Partner. Accordingly, the
Record Holder and the General Partner beneficially own approximately 46% of the
shares of Common Stock of the Issuer. Mr. Baruch has sole voting and dispositive
power with respect to 250,000 additional shares owned directly by him.
Accordingly, Mr. Baruch beneficially owns 5,634,615 shares of Common Stock or
approximately 48.2% of the outstanding shares.
Item 6. Contracts, Arrangements, Understandings or Relationships
with Respect to the Securities of the Issuer
The Debentures accrue interest at the rate of 1% per annum payable in cash
or, at the Company's option, in shares of Common Stock. The Issuer may redeem
the Debentures at any time prior to conversion for an amount equal to the
outstanding principal amount plus accrued interest and a redemption premium. For
as long as the Debentures are outstanding or the record owner owns at least 25%
of the Issuer's Common Stock, the Record Holder has the right to appoint two of
the Issuer's five directors, subject to the approval of the Board of Directors
and all mergers and acquisitions shall require the unanimous approval of the
Board of Directors. The Record Holder has to date filled both director
positions. Additionally, so long as the Record Holder holds or has a right to
hold any debentures, the Record Holder has a right of first refusal on all
equity securities sold by the Issuer.
<PAGE>
CUSIP No. 597 413 10 3 Page 8 of 10 Pages
- ------------------------- --------------------------
The Record Holder has the right to purchase an additional $1 million of
convertible debentures in each of June 1998 and June 1999. If the Record Holder
exercised all of its warrants and converted all of its debt, a change of control
of the Company could result.
The Record Holder and the Issuer also entered into a Registration Rights
Agreement pursuant to which the Issuer has agreed to use its reasonable best
efforts to register the shares of Common Stock issuable upon exercise of the
Warrants and conversion of the Debentures within 30 days of the initial closing
of the purchase of the Debentures.
Item 7. Material to be Filed as Exhibits
(a) Form of Securities Purchase Agreement, dated as of October 28, 1997,
incorporated by reference to Exhibit 4.5(h) to the Annual Report on
Form 10- KSB40 for the year ended December 31, 1997, of the Issuer
("Annual Report").
(b) Form of Registration Rights Agreement, dated as of October 28, 1997,
incorporated by reference to Exhibit 4.6(h) to the Annual Report.
(c) Form of Debenture, dated October 28, 1997, incorporated by reference
to Exhibit 4.7 to the Annual Report.
(d) Form of Warrant, dated October 28, 1997, incorporated by reference to
Exhibit 4.7 to the Annual Report.
(e) Joint Filing Agreement.
<PAGE>
CUSIP No. 597 413 10 3 Page 9 of 10 Pages
- ------------------------ ----------------------------
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 22, 1998
BP SOFTWARE, LTD.
By: BP Software, GP, L.L.C.
By:________________________
Shaul C. Baruch, Manager
BP SOFTWARE, GP, L.L.C.
By:_________________________
Shaul C. Baruch, Manager
______________________________
Shaul C. Baruch, Individually
<PAGE>
CUSIP No. 597 413 10 3 Page 10 of 10 Pages
- ------------------------- ---------------------------
AGREEMENT
This will confirm the agreement by and among the undersigned that the
Schedule 13D dated July 22, 1998, with respect to the ownership of Common Stock
of Midisoft Corporation by the undersigned, is filed on behalf of each of the
undersigned.
Dated: July 22, 1998
BP SOFTWARE, LTD.
By: BP Software, GP, L.L.C.
By:________________________
Shaul C. Baruch, Manager
BP SOFTWARE, GP, L.L.C.
By:_________________________
Shaul C. Baruch, Manager
______________________________
Shaul C. Baruch, Individually
