-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Has0gkBhit9Wu0iTujTXbTbNwvqjwDnuP8o6twev7Fu7rcID6faEun+I/OppEBzW dUa4Sm8MslxswsGY2FJWLQ== 0000932799-06-000030.txt : 20060216 0000932799-06-000030.hdr.sgml : 20060216 20060216172756 ACCESSION NUMBER: 0000932799-06-000030 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060216 DATE AS OF CHANGE: 20060216 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: INTEGRAL SYSTEMS INC /MD/ CENTRAL INDEX KEY: 0000718130 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 521267968 STATE OF INCORPORATION: MD FISCAL YEAR END: 0930 FILING VALUES: FORM TYPE: SC 13D SEC ACT: 1934 Act SEC FILE NUMBER: 005-55793 FILM NUMBER: 06626405 BUSINESS ADDRESS: STREET 1: 5000 PHILADELPHIA WAY CITY: LANHAM STATE: MD ZIP: 20706 BUSINESS PHONE: 3017314233 MAIL ADDRESS: STREET 1: 5000 PHILADELPHIA WAY CITY: LANHAM STATE: MD ZIP: 20706 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MELLON HBV ALTERNATIVE STRATEGIES LLC CENTRAL INDEX KEY: 0001218315 IRS NUMBER: 134050836 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 200 PARK AVE STREET 2: STE 3300 CITY: NEW YORK STATE: NY ZIP: 10166-3399 BUSINESS PHONE: 2128083941 MAIL ADDRESS: STREET 1: 200 PARK AVE STREET 2: STE 3300 CITY: NEW YORK STATE: NY ZIP: 10166-3399 SC 13D 1 integral13d.txt SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. -------- INTEGRAL SYSTEMS, INC. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 45810H107 ------------------------------------------------------------------------------- (CUSIP Number) Mellon HBV Alternative Investment Strategies LLC 200 Park Avenue, Suite 5400 New York, NY 10166-3399 (212) 922-8200 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) February 7, 2006 ------------------------------------------------------------------------------- (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. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7(b) 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). CUSIP No. 45810H107 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Mellon HBV Alternative Strategies LLC I.R.S. No.: 13-4050836 - ------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) (b) - ------------- ----------------------------------------------------------------- 3 SEC USE ONLY - ------------------------------------------------------------------------------- 4 SOURCE OF FUNDS* WC - -------------------------------------------------------------------------------- 5 CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) - -------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware - -------------------------------------------------------------------------------- NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH - -------------------------------------------------------------------------------- 7 SOLE VOTING POWER 1,286,400 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,286,400 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,286,400 - ------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (see Instructions) - ------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.9% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IA - ------------------------------------------------------------------------------- Introduction: The Reporting Person seeks to ensure that stockholder value is preserved and maximized for the Issuer's investors. In a letter dated February 16, 2006, the Reporting Person indicated that (i) it will seek to replace the Issuer's existing Board with a strong and independent new Board and that (ii) it believes that the time is right for the Issuer to seek and explore strategic alternatives, including the sale of the Issuer. Item 1. Security and Issuer. Security: Common Stock par value $0.01 per share Issuer's Name and Address. Integral Systems, Inc. (the "Issuer") 5000 Philadelphia Way Lanham, MD 20706 Item 2. Identity and Background. (a) Mellon HBV Alternative Strategies LLC. (b) The Reporting Person is a Delaware limited liability company with its principal executive offices located at 200 Park Avenue, Suite 5400, New York, NY 10166-3399. (c) The Reporting Person is a registered investment adviser under the Investment Adviser Act of 1940. (d, e) During the last five years neither the Reporting Person, nor, to the best of its knowledge, any of its directors or executive officers, has been (i) convicted of any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) 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. (f) The Reporting Person is organized under the laws of Delaware. Information with respect to the executive officer and director of the Reporting Person is attached as Exhibit B to the Schedule 13D Item 3. Source and Amount of Funds or Other Consideration. The Reporting Person used funds from the working capital for purposes of effecting the transaction reported herein. The aggregate purchase price paid by the Reporting Person for the Shares was $24,570,240. Item 4. Purpose of Transaction. The Reporting Person seeks to ensure that stockholder value is preserved and maximized for the Issuer's investors. In a letter dated February 16, 2006, the Reporting Person indicated that (i) it will seek to replace the Issuer's existing Board with a strong and independent new Board and that (ii) it believes that the time is right for the Issuer to seek and explore strategic alternatives, including the sale of the Issuer. Item 5. Interest in Securities of the Issuer. (a) As of February 7, 2006, it may be deemed that the Reporting Person beneficially owns 1,286,400 shares of the Issuer's Common Stock (the "Shares"), representing approximately 11.9% of the outstanding Common Stock (based on 10,815,008 shares outstanding as reported by the Issuer on its Form 10-Q for its quarterly period ended December 31, 2005. (b) The Reporting Person has sole power to vote or direct the vote and sole power to dispose and to direct the disposition of the Shares. (c) On February 7, 2006, the Reporting Person acquired the Shares in a privately negotiated transaction for $19.10 per share. (d) Not applicable. (e) Not applicable. Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer. See Item 7, below. Item 7. Material to be Filed as Exhibits. Exhibit A: Letter from Mellon HBV Alternative Strategies LLC to Integral Systems, Inc. dated February 16, 2006. Exhibit B: Executive officers and directors of Mellon HBV Alternative Strategies LLC. 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: February 16, 2006 Mellon HBV Alternative Strategies LLC, a Delaware Limited Liability Company By: /s/ William F. Harley -------------------------------- William F. Harley III Chief Executive Officer Exhibit A Mellon HBV Alternative Strategies LLC 200 Park Avenue 54th Floor New York, NY 10166 February 16, 2006 Steven R. Chamberlain Chief Executive Officer Integral Systems, Inc. 5000 Philadelphia Way Lanham, MD 20706-4417 Dear Mr. Chamberlain: In order to ensure that stockholder value is preserved and maximized for investors in Integral Systems, Inc., we will seek to replace the Company's existing Board with a strong and independent new Board. We also believe that the time is right for the Company to seek and explore strategic alternatives, including the sale of the Company. Underlying strong operational performance at the Company, combined with full valuations being placed upon such businesses by the market today, lead us to the conclusion that this is the time to seek full value for the Company's investors. We propose to replace the current Board with a slate that will oversee in an orderly fashion the hiring of an investment bank to effect the sale of the Company. We may also seek to explore measures that improve the efficiency of the Company's balance sheet. We will be providing a recommended slate of nominees for consideration by the current Board and believe this slate should be considered as soon as practicable by the stockholders of the Company at the Annual Meeting or at a special meeting of the Company's stockholders called for that purpose. Very truly yours, MELLON HBV ALTERNATIVE STRATEGIES LLC By: /s/ WILLIAM F. HARLEY, III William F. Harley, III Chief Executive Officer Exhibit B Name and Business Address Position William F. Harley, III Manager/Director/President Mellon HBV Alternative Strategies LLC 200 Park Avenue New York, NY 10166-3399 -----END PRIVACY-ENHANCED MESSAGE-----