-----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, Dc3ABByZkkWbVQx5BDl+le5qaOqofgEqT4h1Z+TJBIXpl6jBNHs5+qpxXzzbMV7F KCnawhn2tx/5MKl87PrXiA== 0000932799-06-000353.txt : 20061109 0000932799-06-000353.hdr.sgml : 20061109 20061109165944 ACCESSION NUMBER: 0000932799-06-000353 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061109 DATE AS OF CHANGE: 20061109 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: 061203188 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. 5 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 5 -------- 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 Strategies LLC 200 Park Avenue, 54th Floor New York, NY 10166-3399 (212) 922-8200 ------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) November 9, 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 1,330,000 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 1,330,000 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 1,330,000 - ------------------------------------------------------------------------------- 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) 12.1% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IA - ------------------------------------------------------------------------------- Introduction: Mellon HBV Alternative Strategies LLC, a registered investment advisor, ("Mellon HBV" or the "Reporting Person" ), which beneficially owns, on behalf of affiliated investment funds and separately managed accounts over which it exercises discretionary authority, in excess of 12% of the Common Stock of Issuer, is filing this amendment no. 5 to its Schedule 13D to disclose a letter it has sent to the Issuer's Board, attached hereto as Exhibit A. Item 5. Interest in Securities of the Issuer. (a) As of November 9, 2006, on behalf of affiliated investment funds and separately managed accounts over which it exercises discretionary authority, Mellon HBV beneficially owns 1,330,000 shares of the Issuer's Common Stock (the "Shares"), representing approximately 12.1% of the outstanding Common Stock (based on 10,952,236 shares outstanding as reported by the Issuer on its Form 10-Q for its quarterly period ended June 30, 2006). There have been no changes in Mellon HBV interests in the Issuer during the past sixty (60) days. Item 7. Material to be Filed as Exhibits: Exhibit A: Letter dated November 9, 2006 to Issuer from the Reporting Person 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: November 9, 2006 MELLON HBV ALTERNATIVE STRATEGIES LLC, a Delaware Limited Liability Company /s/ WILLIAM F. HARLEY III Name: William F. Harley III Title: Chief Investment Officer EX-99 2 integral_exa.txt EXHIBIT A Mellon HBV Alternative Strategies LLC 200 Park Avenue 54th Floor New York, NY 10166 November 9, 2006 The Board of Directors Integral Systems, Inc. 5000 Philadelphia Way, Suite A Lanham, MD 20706-4417 Attn: Mr. R. Doss McComas, Chairman To the Board of Directors: As the largest shareholder of Integral Systems, we appreciate the demands lately being placed on the Company's Board of Directors. We respectfully request that the Board increase its size to seven members by adding at least one new independent director to assist in the oversight of the many items requiring Board attention these days. In light of the current corporate governance issues facing the Company, it is imperative that the Board do all that it can to continue to improve the independence and quality of its oversight. Our suggestion is that Mr. Alan Baldwin be added to the Board as its seventh member. As you recall, he had previously met with members of management earlier this year in connection with possibly joining the Board at that time. Mr. Baldwin is a seasoned public company executive and a veteran of public company boards. His military experience and prior private sector experience make him familiar with the markets and customers the Company serves. Mr. Baldwin's CV is attached. It is our understanding that Mr. Baldwin is available to serve immediately. We urge the Board to act on this as soon as possible. Very truly yours, MELLON HBV ALTERNATIVE STRATEGIES LLC By: /s/ William F. Harley, III ------------------------------------------- Name: William F. Harley, III Title: Chief Executive Officer BIOGRAPHY ALAN W. BALDWIN January 23, 2006 Mr. Baldwin graduated from the U.S. Military Academy at West Point, NY in June 1959. Additionally he received his Master's degree in mechanical engineering and mathematics from the University of Alabama in 1963. Mr. Baldwin spent 10 years in the US military at both the US Army's Redstone Arsenal, Alabama missile development center, and the US Air Force Space and Missile System Division in Los Angeles, California. While at Redstone he played a vital role in the early research and development of Laser guided missile and smart bomb technology for both the Army and subsequently the Air Force. While in the Air Force he managed a subsystems program office that provided booster-phase guidance & control and telemetry equipment and services for all Atlas and Titan space launches at Cape Kennedy in Florida and Vandenberg Air Force Base in California. These launches included all manned space launches for the NASA Gemini and Gemini Target programs leading up to the early Apollo moon exploration program, all classified Air Force satellite launches from Vandenberg AFB, and a number of other launches for communications, weather and space exploration satellites. After leaving the military, Mr. Baldwin spent 10 years with TRW Electronics in Los Angeles managing a manufacturing plant specializing in producing high-reliability semiconductor products for the guidance and navigation systems for the Air Force's Minuteman and the Navy's Poseidon ICBM missile systems. Since approximately 1980, Mr. Baldwin has been the CEO and/or President of several high-technology based companies manufacturing honeycomb and advanced composite materials for the aerospace and aircraft industries. These products are used extensively in missile and spacecraft applications, and very broadly in a large number of commercial, military and general aviation aircraft applications as well. Key customers included Boeing, AirBus, Vought, Northrop, Lockheed, Martin Marietta and numerous major subcontractors involved in the manufacture of engine nacelles, thrust reversers, flight control surfaces, fixed wing and wing-to-body panels, as well as countless interior and floor panels. Most recently Mr. Baldwin joined Argosy International as President and Chief Operating Officer. Over the past 18 years Argosy International has developed extensive world-class sales & marketing capabilities and presence in Taiwan, China, Korea and South East Asia to be able to handle the sales and marketing requirements for a number of leading US and European manufacturers of advanced aerospace and aircraft composite materials. Argosy International has been an "ahead of the curve" leader in preparing for the major shift of commercial aircraft OEM and also maintenance, repair and overhaul (MRO) manufacturing activities that are taking place in the Pacific rim. -----END PRIVACY-ENHANCED MESSAGE-----