-----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, GluEPONu+EokzJn2X2A9xLuWwiOHOYe5q1+C/fvmYtQeD5fvjzvotaezFwyijgNX QwFKJJzURg3jd+Z0JU+N/Q== 0000932799-06-000365.txt : 20061127 0000932799-06-000365.hdr.sgml : 20061127 20061127172921 ACCESSION NUMBER: 0000932799-06-000365 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20061127 DATE AS OF CHANGE: 20061127 GROUP MEMBERS: CHARTWELL CAPITAL INVESTORS II, LP GROUP MEMBERS: MELLON HBV ALTERNATIVE STRATEGIES LLC 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: 061240227 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. 6 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 6 -------- 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 20, 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 - ------------------------------------------------------------------------------- CUSIP No. 45810H107 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Chartwell Capital Investors II, LP (59-3506083) - ------------------------------------------------------------------------------- 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 514,906 - -------------------------------------------------------------------------------- 8 SHARED VOTING POWER 0 - -------------------------------------------------------------------------------- 9 SOLE DISPOSITIVE POWER 514,906 - -------------------------------------------------------------------------------- 10 SHARED DISPOSITIVE POWER 0 - ------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY REPORTING PERSON 514,906 - ------------------------------------------------------------------------------- 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) 4.7% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) PN - ------------------------------------------------------------------------------- INTRODUCTION: Chartwell Capital Investors II, L.P. ("Chartwell") is filing this amendment to its joint Schedule 13D to disclose that it has submitted a stockholder proposal for inclusion, pursuant to Rule 14a-8, in Integral Systems, Inc.'s (the "Issuer") proxy statement to be distributed in connection with Issuer's 2007 annual meeting. Chartwell's proposal asks that the Issuer's Board take all necessary steps, as soon as possible, to reverse its actions during the final weeks of the former CEO's tenure that had the principal effect of entrenching the Board and disenfranchising shareholders. Chartwell's letter to Issuer's management is attached hereto as Exhibit A. Chartwell is the record owner of 514,906 shares of Issuer's common stock, which exceeds both the 1% and $2,000 market value thresholds of Rule 14a-8. Chartwell and Mellon HBV Alternative Strategies LLC, a registered investment advisor ("Mellon HBV"), 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 (together, the "Reporting Persons") may be deemed to constitute a "group" for purposes of reporting on Schedule 13D. This is amendment number 6 to the report on Schedule 13D that has been filed by Mellon HBV and Chartwell. Each of Mellon HBV and Chartwell retain their respective sole power to vote or to direct the vote and sole power to dispose or to direct the disposition of the number of shares reported herein as held by such person; as such, each of Mellon HBV and Chartwell expressly disclaim beneficial ownership of the stock held by the other. The Reporting Persons have previously filed a joint amendment to Mellon HBV's Schedule 13D as a group. This amendment no. 6 reflects no changes in the previously reported holdings of the Reporting Persons. ITEM 2. IDENTITY AND BACKGROUND. (i) (a) Mellon HBV Alternative Strategies LLC ("Mellon HBV") (ii) (a) Chartwell Capital Investors II, LP ("Chartwell") (b) Chartwell is a Delaware limited partnership with its principal executive offices located at One Independent Drive, Suite 3120, Jacksonville, FL 32202-5009. (c) Chartwell is a limited partnership formed for the purpose of making venture capital investments. (d,e)During the last five years neither of the Reporting Persons, nor, to the best of their respective knowledge, any of their respective 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) Chartwell is organized under the laws of Delaware. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Chartwell, which has, for several years, been an investor in the Issuer, used working capital funds for purposes of investing in the Issuer. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (i) (a) As of November 20, 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, 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's interests in the Issuer since the date of its last amendment to Schedule 13D, filed with the SEC on November 9, 2006. (ii)(a) As of November 20, 2006, it may be deemed that Chartwell beneficially owns 514,906 shares of the Issuer's Common Stock, representing approximately 4.7 % 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 Chartwell's interests in the Issuer during the past sixty (60) days. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS: Exhibit A Letter of Chartwell to the Issuer dated November 17, 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: November 20, 2006 Chartwell Capital Investors II, LP, a Delaware Limited Partnership By: /s/ Kenneth E. Purcell -------------------------------- Name: Kenneth E. Purcell Title: Managing Director EX-99 2 integral_exa.txt EXHIBIT A November 17, 2006 Elaine M. Brown Executive Vice President, Chief Financial Officer, Secretary and Treasurer Integral Systems, Inc. 5000 Philadelphia Way Lanham, MD 20706 Dear Ms. Brown: On behalf of Chartwell Capital Investors II, L.P. ("Chartwell"), I hereby submit the enclosed shareholder proposal (the "Proposal") for inclusion in the Integral Systems, Inc. ("Integral") proxy statement to be circulated by Integral in connection with its next annual meeting of shareholders. The Proposal is submitted under Rule 14a-8 promulgated by the Securities and Exchange Commission (the "SEC") under the Securities Exchange Act of 1934. Chartwell is the record owner of 514,906 shares (the "Shares") of Integral's common stock, which exceeds both the 1% and $2000 market value thresholds of Rule 14a-8. These Shares have been held continuously for more than one year prior to the date of this letter. Chartwell intends to hold the Shares through the date of Integral's next annual meeting of shareholders. Either the undersigned or a designated representative of Chartwell will present the Proposal for consideration at the next annual meeting of shareholders. Pursuant to the Proposal attached hereto, Integral's shareholders will vote whether to recommend that Integral's Board of Directors take every necessary step to repeal, as promptly as possible, all amendments to Integral's Bylaws adopted by the Board of Directors on March 16, 2006 and the Articles Supplementary filed by Integral with the Maryland State Department of Assessments and Taxation on March 13, 2006. If you have any questions or wish to discuss the Proposal, please contact our outside counsel, Elizabeth Noe at (404) 815-2287. Copies of correspondence with or a request for a no-action letter to the SEC with respect to the Proposal should be forwarded to Ms. Noe, Paul, Hastings, Janofsky & Walker, LLP, 600 Peachtree St. N.E., Suite 2400, Atlanta, GA 30308. Sincerely, Kenneth Purcell Chartwell Capital Investors II, L.P. Proposal - -------- RESOLVED, that the shareholders of Integral Systems, Inc. (the "Company") recommend the Board take every necessary step to repeal, as promptly as possible, all amendments to the Company's Bylaws adopted by the Board on March 16, 2006 and the Articles Supplementary filed by the Company with the Maryland State Department of Assessments and Taxation on March 13, 2006. Furthermore, notwithstanding anything to the contrary in the Company's Bylaws as they existed prior to March 16, 2006, it is recommended that the Board adopt a resolution pursuant to Section 3-802(c) of the MGCL, whereby the Company shall opt out of all provisions of Subtitle 8 of Title 3 of the MGCL, which decision to opt out may not be amended, altered or repealed except by the vote of shareholders. Supporting Statement - -------------------- The Board, without consulting the Company's shareholders, took two actions during the final weeks of the former CEO's tenure that had the principal effect of entrenching the Board and disenfranchising shareholders. First, the Board adopted Bylaw amendments which severely restrict shareholders' ability to call, and to propose business to be conducted at, special meetings of shareholders. Second, the Board, without consulting shareholders of the Company, elected to subject the Company to Sections 3-803, 3-804 and 3-805 of Subtitle 8 of Title 3 of the Maryland General Corporation Law ("MGCL") by filing an Articles Supplementary with the State of Maryland. Repealing the Articles Supplementary will restore the status quo ante of (i) permitting removal of directors without cause by a vote of the majority of outstanding shares, (ii) subjecting each director to reelection annually by returning the current staggered board structure to a single class, comprised entirely of directors standing for election each year, (iii) permitting shareholders to fill director vacancies and (iv) eliminating further restrictions on calling special meetings of shareholders. -----END PRIVACY-ENHANCED MESSAGE-----