UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. _______)
Simione Central Holdings, Inc.
(Name of Issuer)
Common Stock, $0.001 Par Value
(Title of Class of Securities)
828654301
(CUSIP Number)
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Marc R. Paul, Esq., Baker & McKenzie,815 Connecticut Ave., N.W.,
Washington, DC 20006 (202) 452-7000
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
March 7, 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.
*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. 828654301 Page 2 of 5
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1 Name of Reporting Person: Stewart B. Reed
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2 Check the Appropriate Box if a Member of a Group (a) |_|
(b) |X|
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3 SEC Use Only
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4 Source of Funds
OO
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5 Check Box if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e) |_|
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6 Citizenship or Place of Organization
United States
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7 Sole Voting Power
150,728(1)
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8 Shared Voting Power
225,921(1)(2)
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9 Sole Dispositive Power
150,728 (1)
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10 Shared Dispositive Power
225,921 (1)(2)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
376,649 (1)(2)
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12 Check Box if the Aggregate Amount in Row (11) Excludes Certain Shares [ ]
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13 Percent of Class Represented by Amount in Row (11)
9.8 percent
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14 Type of Reporting Person
IN
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SEE INSTRUCTIONS BEFORE FILLING OUT
(1) Shares have been adjusted to reflect a one-for-five reverse stock split
effective March 7, 2000.
(2) This amount consists of shares owned by the Stewart B. Reed Trust,of
which Stewart B. Reed is the beneficiary and John E. Reed is the trustee.
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Page 3 of 5
Item 1. Security and Issuer
The title of the class of equity securities to which this Schedule
relates is common stock, par value $0.001 per share ("Common Stock"), issued by
Simione Central Holdings, Inc. (the "Company"), the principal executive offices
of which are located at 6600 Powers Ferry Road, Atlanta, GA 30339.
Item 2. Identity and Background
This statement is being filed by Stewart B. Reed, an individual whose
business address is 260 North Elm Street, Westfield, Massachusetts 01085. Mr.
Reed is presently a director of Mestek, Inc. ("Mestek"). Mestek's principal
business is the manufacture of heating, ventilation and air conditioning
products, and the address of the principal executive offices of Mestek is 260
North Elm Street, Westfield, Massachusetts 01085. During the last five years,
Mr. Reed has not been convicted in a criminal proceeding nor been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
which resulted in a judgment, decree or final order adjoining future violations
of, or prohibiting or mandating activities subject to, federal or state
securities laws or a finding of a violation of such laws. Mr. Reed is an
American citizen.
Item 3. Source and Amount of Funds or Other Consideration
Mr. Reed's acquisition of the Common Stock of the Company took place
pursuant to a merger (the "Merger") between the Company and MCS, Inc. ("MCS"),
formerly a wholly-owned subsidiary of Mestek. In the Merger, all stockholders of
MCS (including Mr. Reed) received Company Common Stock in exchange for their MCS
shares. MCS stockholders received their MCS shares in a spin-off of MCS to
Mestek stockholders prior to the Merger.
Item 4. Purpose of Transaction
Mr. Reed's acquisition of the Common Stock of the Company took place
pursuant to a merger between the Company and MCS on March 7, 2000. In the
Merger, all shareholders of MCS received 0.1704 shares of Company Common Stock
in exchange for every share of MCS common stock. MCS has ceased its separate
corporate existence.
Other than as described in this Item 4, Mr. Reed does not have any
present plans or proposals which relate to or would result in (1) the
acquisition by any person of additional securities of the Company, or the
disposition of securities of the Company, (2) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, involving the
Company or any of its subsidiaries, (3) a sale or transfer of a material amount
of the assets of the Company or of any of its subsidiaries, (4) any material
change in the capitalization or dividend policy of the Company, (5) any other
material change in the Company's business or corporate structure, (6) changes to
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, (7) 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 any
inter-dealer quotation system of a registered national securities association,
(8) a class of equity securities of the Company to become eligible for
termination of registration pursuant to Section 12(g)(4) of the Act, or (9) any
action similar to any of those enumerated above.
Notwithstanding the foregoing, Mr. Reed reserves the right to purchase
additional securities of the Company, dispose of all or a portion of his
holdings of securities of the Company, or change his intentions with respect to
any of the matters referred to in this Item 4.
Item 5. Interest in Securities of the Issuer
(a)-(b) See cover page.
(c) See Item 3. No other transactions in the Company's
Common Stock have been effected by the person named
in Item 2 above within the last sixty days.
(d) Not Applicable.
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Page 4 of 5
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
Pursuant to the Merger Agreement, Mr. Reed has demand and piggyback
registration rights with respect to his shares of Simione Common Stock received
in the Merger. In the event of a registration pursuant to the Merger Agreement,
the Company will pay all expenses of registration.
Item 7. Material to be Filed as Exhibits
99.1 Second Amended and Restated Agreement and Plan of Merger and Investment
Agreement dated October 23, 1999 by and among MCS, Inc., Mestek, Inc., the
Company, John E. Reed, Stewart B. Reed and E. Herbert Burk (incorporated herein
by reference to Appendix A to the joint proxy statement/prospectus included in
the Form S-4 Registration Statement filed by the Company with the Securities and
Exchange Commission (Registration No.333-96529)).
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Page 5 of 5
Signature.
After reasonable inquiry each of the undersigned certifies that to the
best of his knowledge and belief the information set forth in this statement is
true, complete and correct.
/s/ Stewart B. Reed March 17, 2000
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Stewart B. Reed Date
