-----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, EMm20dHNfCOJNz2iCUtq127ebW7QV1WXmYPLTylEq8qO7qF4I6bcRgk9JCZxVB51 2JnBNqh9ojhzinPhZOSwng== 0000932799-06-000086.txt : 20060316 0000932799-06-000086.hdr.sgml : 20060316 20060316114825 ACCESSION NUMBER: 0000932799-06-000086 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20060316 DATE AS OF CHANGE: 20060316 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/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-55793 FILM NUMBER: 06690605 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/A 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/A 1 integral13d.txt SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 1 -------- 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) March 16, 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 is filing this amendment no. 1 to its Schedule 13D to disclose correspondence with the Issuer dated March 16, 2006, attached hereto as Exhibit A. This amendment no. 1 reflects no changes in the previously reported holdings of the Reporting Person. 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 5. Interest in Securities of the Issuer (c) From the date of the last amendment to Schedule 13D filed February 16, 2006, there have been no changes in the holdings of the Reporting Persons. 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 March 16, 2006. 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: March 16, 2006 Mellon HBV Alternative Strategies LLC, a Delaware Limited Liability Company By: /s/ William F. Harley -------------------------------- William F. Harley III , Chief Investment Officer Exhibit A Mellon HBV Alternative Strategies LLC 200 Park Avenue 54th Floor New York, NY 10166 March 16, 2006 Via Facsimile and Federal Express Steven R. Chamberlain Chief Executive Officer Integral Systems, Inc. 5000 Philadelphia Way, Suite A Lanham, MD 20706-4417 Dear Mr. Chamberlain: We firmly believe the Company needs to be sold in the short term. In that connection we have been seeking Board representation. We were very surprised to see the Company's 8-K filing on Monday, March 13 indicating that significant revisions had been made to the Company's charter documentation, apparently in an effort to entrench current directors. As you know, in the interests of our investors, Mellon HBV has met with you and Company management to discuss our views on how best to maximize shareholder value, and we believed we had an understanding on placing some of our nominees on the Board to immediately fill vacancies with the objective of achieving better representation of current investors. We are surprised and disappointed at the apparent change in the direction of the Company's corporate governance, which is in exactly the opposite direction of recent general progress toward greater respect for shareholders' rights in corporate governance, and feel our investors have been disenfranchised. We believe other investors have grounds to feel similarly disenfranchised. It would be appropriate to obtain a shareholder vote on the changes announced in the Company's 8-K of Monday, March 13. We strongly recommend placing before the Company's shareholders a binding resolution on whether these entrenchment devices should be approved or reversed. We believe the Company should include such a resolution in its proxy materials for the upcoming annual meeting, rescheduling the date of such meeting if necessary to accommodate such a vote. We see from Integral's last two 8-K filings that efforts to hire an investment banker are ongoing. Pending the results of the investment banker selection process, and assuming that process will focus on a sale of the company, we will forbear from taking further steps to replace the existing Board with new candidates that we believe can be trusted to seek the sale of the Company in the short term. The validity of this week's efforts to revise the Company's charter appear open to challenge on a number of grounds. If by the end of this month a satisfactory investment banker has not been selected and on appropriate sales process has not started promptly, we shall revisit alternative steps to maximize shareholder value. We believe that in the absence of such a process, the shareholder franchise can and should be re-established at Integral Systems, and we are prepared to take such steps as are necessary to achieve that critical goal. Very truly yours, /s/ William F. Harley, III William F. Harley, III Chief Executive Officer and Chief Investment Officer Mellon HBV Alternative Strategies LLC -----END PRIVACY-ENHANCED MESSAGE-----