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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO 13d-1(a) AND AMENDMENTS FILED PURSUANT TO 13d-2(a)
Health Systems Design Corporation
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(Name of Issuer)
Common Stock, Par Value $.001 Per Share
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(Title of Class of Securities)
421964107
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(CUSIP Number)
Peter A. Altabef
Perot Systems Corporation
12404 Park Central Drive
Dallas, Texas 75380-9022
(972) 340-5000
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
October 18, 2000
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(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.
(Continued on following pages)
(Page 1 of 8 pages)
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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 purposes 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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SCHEDULE 13D
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CUSIP NO. 421964107 PAGE 2 OF 8 PAGES
<TABLE>
<S> <C> <C>
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1 NAME OF REPORTING PERSON
S.S. OR IRS. IDENTIFICATION NO. OF ABOVE PERSON
Perot Systems Corporation
I.R.S. No. 752230700
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[ ]
(b)[ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS
WC
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ]
Not applicable.
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6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7 SOLE VOTING POWER
NUMBER OF
SHARES 3,884,834
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BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY
EACH
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REPORTING 9 SOLE DISPOSITIVE POWER
PERSON
WITH
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10 SHARED DISPOSITIVE POWER
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,884,834
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12 CHECK BOX IF THAT AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
57.4%
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14 TYPE OF REPORTING PERSON
CO
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</TABLE>
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CUSIP NO. 421964107 13 D PAGE 3 OF 8 PAGES
ITEM 1. SECURITY AND ISSUER
The class of securities to which this statement relates is the common
stock, $.001 par value per share (the "Common Stock"), of Health Systems Design
Corporation, a Delaware corporation (the "Issuer"), the principal executive
offices of which are located at 1111 Broadway, Suite 1800, Oakland, California
94607.
ITEM 2. IDENTITY AND BACKGROUND
(a)-(c) and (f) This statement is filed on behalf of the reporting person,
Perot Systems Corporation ("Perot Systems"), a Delaware corporation, whose
principal business and executive offices are located at 12404 Park Central
Drive, Dallas, Texas 75380-9022. Perot Systems is a worldwide provider of
information technology services and business solutions. The following
information is provided with respect to all executive officers, directors
and controlling persons of Perot Systems, all of whom are citizens of or
domiciled in the United States, except that Carl Hahn is a citizen of and
is domiciled in Germany:
<TABLE>
<CAPTION>
PRINCIPAL BUSINESS POSITION WITH
NAME OCCUPATION EMPLOYER ADDRESS REPORTING PERSON
---- ---------- -------- -------- ----------------
<S> <C> <C> <C> <C>
Ross Perot Chairman of Perot Systems 12404 Park Central Dr. Director
the Board Dallas, TX 75380-9022
Ross Perot, Jr. President and Perot Systems 12404 Park Central Dr. President, Chief
Chief Executive Dallas, TX 75380-9022 Executive Officer
Officer and Director
Steve Blasnik President Perot 12404 Park Central Dr. Director
Investments, Inc. Dallas, TX 75380-9022
William K. Gayden President Merit Energy 12404 Park Central Dr. Director
Company Dallas, TX 75380-9022
Carl Hahn Private Investor N/A 12404 Park Central Dr. Director
Dallas, TX 75380-9022
James Champy Chairman - Perot Systems 12404 Park Central Dr. Chairman
Perot Systems Dallas, TX 75380-9022 (Consulting
Consulting Practice) and
Practice Director
Peter Altabef General Counsel, Perot Systems 12404 Park Central Dr. General Counsel,
Vice President Dallas, TX 75380-9022 Vice President and
and Secretary Secretary
Russell Freeman Chief Financial Perot Systems 12404 Park Central Dr. Chief Financial
Officer Dallas, TX 75380-9022 Officer
Joseph E. Boyd Vice President Perot Systems 12404 Park Central Dr. Vice President
Dallas, TX 75380-9022
Don Drobny Vice President Perot Systems 12404 Park Central Dr. Vice President
Dallas, TX 75380-9022
Ken Scott Vice President Perot Systems 12404 Park Central Dr. Vice President
Dallas, TX 75380-9022
John King Vice President Perot Systems 12404 Park Central Dr. Vice President
Dallas, TX 75380-9022
</TABLE>
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CUSIP NO. 421964107 13 D PAGE 4 OF 8 PAGES
(d) None.
(e) None.
THE FOLLOWING ITEMS 3 THROUGH 6 ARE PROVIDED AS TO THE REPORTING PERSON AND ALL
ENUMERATED PERSONS SET FORTH ABOVE.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
Perot Systems intends to use its working capital to fund the merger
consideration payable upon consummation of the Merger (as defined in Item 4
below).
ITEM 4. PURPOSE OF TRANSACTION
On October 18, 2000, Perot Systems, PSC Health Care, Inc., a Delaware
corporation and wholly-owned subsidiary of Perot Systems ("Newco"), and the
Issuer entered into an Agreement and Plan of Merger (the "Merger
Agreement"), pursuant to which Newco will merge with and into the Issuer
(the "Merger"). In connection with the execution of the Merger Agreement,
each of Richard Auger, J. Matthew Mackowski and Catherine C. Roth entered
into a Voting Agreement dated October 18, 2000 for the benefit of Perot
Systems whereby each of such persons agreed to vote shares of the Issuer's
Common Stock held by them in favor of the Merger, and appointed Perot
Systems as proxy for purposes of voting on the Merger and certain related
matters. Each of the stockholders executing the Voting Agreement retained
the right to vote the shares of Common Stock on other matters, and agreed
not to sell, transfer, pledge or otherwise dispose of any shares of Common
Stock or any interest therein unless the transferee agrees to be bound by
the terms of the Voting Agreement. The Voting Agreements cover an aggregate
of 3,884,834 shares of the Issuer's Common Stock, representing 57.4% of the
outstanding shares of Common Stock.
(a)-(b) Pursuant to the Merger Agreement, Newco will merge with and into
the Issuer and each outstanding share of the Common Stock (except
shares of Common Stock held by the Issuer or its wholly-owned
subsidiaries, Perot Systems or its subsidiaries and by stockholders
who exercise their dissenters' rights) will automatically be
canceled and extinguished and converted into the right to receive
$2.00 in cash.
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CUSIP NO. 421964107 13 D PAGE 5 OF 8 PAGES
(d) Pursuant to the Merger Agreement, the directors of Newco immediately
prior to the Merger will become the directors of the surviving
corporation immediately after the Merger.
(h) As a consequence of the Merger, the Issuer will cause its Common Stock
to be delisted from The Nasdaq National Market.
(i) As a consequence of the Merger, the Issuer will terminate the
registration of its securities pursuant to Section 12(g)(4) of the
Securities Exchange Act of 1934.
Perot Systems has no plans or proposals which relate to or would
result in the occurrence of the events described in Items 4(c), (e)-(g),
(j).
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Perot Systems beneficially owns 3,884,834 shares of the Common Stock,
which represents approximately 57.4% of the outstanding Common Stock.
(b) Perot Systems has sole voting power on all matters relating to the
Merger and certain related matters with respect to the 3,884,834
shares of the Issuer Common Stock it beneficially owns.
(c) None.
(d) None.
(e) Not Applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
On October 18, 2000, Perot Systems, Newco, and the Issuer entered
into the Merger Agreement, pursuant to which Newco will merge with and into
the Issuer. In connection with the execution of the Merger Agreement, each
of Richard Auger, J. Matthew Mackowski and Catherine C. Roth entered into a
Voting Agreement dated October 18, 2000 for the benefit of Perot Systems
whereby each of such persons agreed to vote shares of the Issuer's Common
Stock held by them in favor of the Merger, and appointed Perot Systems as
proxy for purposes of voting on the Merger and certain related matters.
Each of the stockholders executing the Voting Agreement retained the right
to vote the shares of Common Stock on other matters, and agreed not to
sell, transfer, pledge or otherwise dispose of any shares of Common Stock
or any interest therein unless the transferee agrees to be bound by the
terms of the Voting Agreement. The Voting Agreements cover an aggregate of
3,884,834 shares of the Issuer's Common Stock, representing 57.4% of the
outstanding shares of Common Stock.
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CUSIP NO. 421964107 13 D PAGE 6 OF 8 PAGES
Attached as Exhibits 99(a)-(c) to this Schedule 13D are copies of
the Voting Agreements dated October 18, 2000, in favor of Perot Systems by
each of Richard Auger, J. Matthew Mackowski and Catherine C. Roth.
Attached as Exhibit 99(d) to this Schedule 13D is a copy of the
Agreement and Plan of Merger dated October 18, 2000, by and between Perot
Systems, Newco and the Issuer, pursuant to which the Issuer will become a
wholly-owned subsidiary of Perot Systems.
To the best knowledge of the undersigned, there are no other
contracts, arrangements, understandings or relationships (legal or
otherwise) among the persons named in Item 2 and between such persons and
any person with respect to any securities of the Issuer, including but not
limited to transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option agreement, 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
(a) Voting Agreement dated October 18, 2000, in favor of Perot Systems by
Richard Auger.
(b) Voting Agreement dated October 18, 2000, in favor of Perot Systems by
J. Matthew Mackowski.
(c) Voting Agreement dated October 18, 2000, in favor of Perot Systems by
Catherine C. Roth.
(d) Agreement and Plan of Merger dated October 18, 2000 by and between
Perot Systems, Newco and the Issuer.
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CUSIP NO. 421964107 13 D PAGE 7 OF 8 PAGES
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 as of October 27, 2000 PEROT SYSTEMS CORPORATION
By: /s/ PETER A. ALTABEF
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Name: Peter A. Altabef
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Title: Vice President, Secretary and
General Counsel
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CUSIP NO. 421964107 13 D PAGE 8 OF 8 PAGES
INDEX TO EXHIBITS
<TABLE>
<CAPTION>
EXHIBIT
NUMBER DESCRIPTION
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<S> <C>
99(a) Voting Agreement dated October 18, 2000, in favor of Perot
Systems by Richard Auger.
99(b) Voting Agreement dated October 18, 2000, in favor of Perot
Systems by J. Matthew Mackowski.
99(c) Voting Agreement dated October 18, 2000, in favor of Perot
Systems by Catherine C. Roth.
99(d) Agreement and Plan of Merger dated October 18, 2000 by and
between Perot Systems, Newco, and the Issuer.
</TABLE>
