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: John E. 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
5,635(1)
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8 Shared Voting Power
560,341(1)(2)
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9 Sole Dispositive Power
5,635 (1)
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10 Shared Dispositive Power
560,341(1)(2)
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
565,976 (1)(2)
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12 Check Box if the Aggregate Amount
in Row (11) Excludes Certain Shares |X|
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13 Percent of Class Represented by Amount in Row (11)
14.7 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 (the
"Reverse Split") effective March 7, 2000.
(2) Excludes 2,267 shares of common stock which are held by Mr. Reed's wife and
3,267 shares of common stock which are held by a family trust for which he
is not trustee, to which he disclaims ownership. Excludes 291,842 shares of
common stock which are held by Mr. Reed as trustee for various family
trusts, but for which he disclaims beneficial ownership. Includes 89,458
shares of common stock owned by Sterling Realty Trust, a Massachusetts
business trust of which Mr. Reed is the trustee and of which he and a family
trust are the beneficiaries. Includes 470,883 shares of common stock held by
family trusts for the benefit of Mr. Reed. Does not include 400,000 shares
issuable upon exercise of a warrant (the "Warrant") to issued to
Mestek, Inc. ("Mestek") in the merger of MCS, Inc. ("MCS") and Simione
Central Holdings, Inc. ("Simione"). Does not include approximately
378,295 shares issuable upon an option ("Mestek Option") issued to
Mestek in the MCS merger. The Mestek Option only vests as existing
Simione options, warrants or conversion rights are exercised. Mr. Reed
expressly disclaims beneficial ownership of all shares of Common Stock
underlying the Warrant and the Mestek Option.
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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 John E. Reed, an individual whose
business address is 260 North Elm Street, Westfield, Massachusetts 01085. Mr.
Reed is presently employed as the President and Chief Executive Officer 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 becoming 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.
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Page 4 of 5
(d) Not Applicable.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
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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/ John E. Reed March 17, 2000
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John E. Reed Date
