CUSIP No. 828654 20 2 Page 1 of 10 Pages
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )1
Simione Central Holdings, Inc.
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(Name of Issuer)
Common Stock, $.001 par value
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(Title of Class of Securities)
828654 20 2
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(CUSIP Number)
Kathleen K. Schoemaker John C. MacMurray, Esq.
Domain Associates, L.L.C. Reboul, MacMurray, Hewitt,
One Palmer Square Maynard & Kristol
Princeton, New Jersey 08452 45 Rockefeller Plaza
Tel. (609) 683-5656 New York, New York 10111
Tel. (212) 841-5700
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 12, 1999
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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(e), 13d-1(f) or 13d-1(g), check the following
box [ ].
[FN]
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1 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 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act.
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CUSIP No. 828654 20 2 Page 2 of 10 Pages
1) Name of Reporting Person Domain Partners
I.R.S. Identification III, L.P.
No. of Above Person
(If an Entity)
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2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 752,826 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person conversion of
With preferred stock)
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8) Shared Voting
Power -0-
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9) Sole Disposi- 752,826 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
------------------------------------------------------
10) Shared Dis-
positive Power -0-
------------------------------------------------------
11) Aggregate Amount Beneficially 752,826 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
conversion of
preferred stock)
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12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 7.9%
Amount in Row (11)
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CUSIP No. 828654 20 2 Page 3 of 10 Pages
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14) Type of Reporting
Person PN
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CUSIP No. 828654 20 2 Page 4 of 10 Pages
1) Name of Reporting Person DP III Associates,
I.R.S. Identification L.P.
No. of Above Person
(If an Entity)
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2) Check the Appropriate Box (a) [x]
if a Member of a Group (b) [ ]
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3) SEC Use Only
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4) Source of Funds OO
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5) Check if Disclosure of
Legal Proceedings is Not Applicable
Required Pursuant to
Items 2(d) or 2(e)
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6) Citizenship or Place
of Organization Delaware
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Number of 7) Sole Voting 24,294 shares of
Shares Beneficially Power Common Stock
Owned by Each (issuable upon
Reporting Person conversion of
With preferred stock)
------------------------------------------------------
8) Shared Voting
Power -0-
------------------------------------------------------
9) Sole Disposi- 24,294 shares of
tive Power Common Stock
(issuable upon
conversion of
preferred stock)
------------------------------------------------------
10) Shared Dis-
positive Power -0-
------------------------------------------------------
11) Aggregate Amount Beneficially 24,294 shares of
Owned by Each Reporting Person Common Stock
(issuable upon
conversion of
preferred stock)
- --------------------------------------------------------------------------------
12) Check if the Aggregate
Amount in Row (11)
Excludes Certain Shares
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13) Percent of Class
Represented by 0.3%
Amount in Row (11)
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CUSIP No. 828654 20 2 Page 5 of 10 Pages
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14) Type of Reporting
Person PN
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CUSIP No. 828654 20 2 Page 6 of 10 Pages
SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Common Stock, $.001 par value (the
"Common Stock"), of Simione Central Holdings, Inc., a Delaware corporation (the
"Issuer"). The principal executive offices of the Issuer are located at 6600
Powers Ferry Road, Suite 300, Atlanta, Georgia 30339.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Pursuant to Rules 13d-1(k)(1)-(2) of Regulation 13D-G of the
General Rules and Regulations under the Securities Act of 1934, as amended (the
"Act"), the undersigned hereby file this Schedule 13D on behalf of Domain
Partners III, L.P., a Delaware limited partnership ("DP III"), and DP III
Associates, L.P., a Delaware limited partnership ("DP III A"). DP III and DP III
A are sometimes hereinafter referred to as the "Reporting Persons". The
Reporting Persons are making this single joint filing because they may be deemed
to constitute a "group" within the meaning of Section 13(d)(3) of the Act. The
agreement between the Reporting Persons to file as a group (the "Group
Agreement") is attached hereto as Exhibit A.
(b)-(c) DP III and DP III A are Delaware limited partnerships, each of
whose principal business is that of a private investment partnership. The sole
general partner of DP III and DP III A is One Palmer Square Associates III,
L.P., a Delaware limited partnership ("OPSA III"), whose principal business is
that of acting as the general partner of DP III and DP III A. The following
individuals, who are citizens of the United States, are the general partners of
OPSA III:
(i) James C. Blair
(ii) Brian H. Dovey
(iii) Jesse I. Treu
(iv) Kathleen K. Schoemaker
(v) Richard S. Schneider
The principal business and principal office address of each entity and
person named in this paragraph is One Palmer Square, Princeton, New Jersey
08542.
(d) None of the entities or persons identified in this Item 2 has,
during the last five years, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
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CUSIP No. 828654 20 2 Page 7 of 10 Pages
(e) None of the entities or persons identified in this Item 2 has,
during the last five years, been 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 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.
This statement relates to the acquisition by the Reporting Persons of
an aggregate 777,120 shares (the "Shares") of Series A Preferred Stock of the
Issuer (the "Series A Preferred") on August 12, 1999 in connection with a merger
pursuant to which CareCentric Solutions, Inc. was acquired by the Issuer (the
"Merger"). The Reporting Persons received the Shares in exchange for their
respective holdings in CareCentric Solutions, Inc. The Series A Preferred is
convertible into Common Stock on a one-for-one basis, pending the approval of
the shareholders of the Issuer, which has not yet been obtained.
ITEM 4. PURPOSE OF TRANSACTION.
The Reporting Persons acquired securities of the Issuer as a result of
the Merger described in Item 3 above.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
The following information is based on a total of 8,782,729 shares of
Common Stock outstanding as of October 31, 1999, as reported in the Issuer's
Quarterly Report on Form 10-Q for the period ended September 30, 1999 filed with
the Securities and Exchange Commission on November 15, 1999, and gives effect to
the conversion of all of the Series A Preferred held by the Reporting Persons.
(a)
DP III
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DP III owns 752,826 shares of Common Stock, or approximately 7.9% of
the Common Stock outstanding. OPSA III, as the general partner of DP III,
may be deemed to beneficially own the shares of Common Stock owned by
DP III.
DP III A
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CUSIP No. 828654 20 2 Page 8 of 10 Pages
DP III A owns 24,294 shares of Common Stock, or approximately 0.3% of
the Common Stock outstanding. OPSA III, as the general partner of DP III A,
may be deemed to beneficially own the shares of Common Stock owned by
DP III A.
(b) The general partners of OPSA III may be deemed to share the power
to vote or direct the voting of and to dispose or to direct the disposition of
the Common Stock owned by DP III and DP III A. Each of the general partners of
OPSA III disclaims beneficial ownership of all shares of Common Stock other than
the shares of Common Stock he or she may own directly, if any, or by virtue of
his or her indirect pro rata interest, as a general partner of OPSA III, in the
Common Stock owned by DP III and/or DP III A.
(c) Not applicable.
(d) Except as described in this statement, no person has the power to
direct the receipt of dividends on, or the proceeds from sales of, the shares of
Common Stock owned by DP III or DP III A.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS
OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
188,207 of the aggregate 752,826 Shares owned by DP III are presently
being held in escrow, and 6,074 of the aggregate 24,294 Shares owned by DP III A
are presently being held in escrow, against possible claims and/or other
liabilities that may arise in connection with the Merger. Such Shares will be
released from escrow on or before December 31, 2000.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Not Applicable.
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CUSIP No. 828654 20 2 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: January 21, 2000
DOMAIN PARTNERS III, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Schoemaker
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General Partner
DP III ASSOCIATES, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Schoemaker
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General Partner
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CUSIP No. 828654 20 2 Page 10 of 10 Pages
EXHIBIT A
AGREEMENT OF
DOMAIN PARTNERS III, L.P.
AND
DP III ASSOCIATES, L.P.
PURSUANT TO RULE 13d-1(k)
-------------------------
The undersigned hereby agree that the Statement on Schedule 13D to
which this Agreement is annexed as Exhibit A is filed on behalf of each of them
in accordance with the provisions of 13d-1(k) under the Securities Exchange Act
of 1934, as amended.
Dated: January 21, 2000
DOMAIN PARTNERS III, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Schoemaker
-------------------------------
General Partner
DP III ASSOCIATES, L.P.
By: One Palmer Square Associates
III, L.P., General Partner
By /s/ Kathleen K. Schoemaker
-------------------------------
General Partner
