-----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, IQeKac2CJUPItqoKTibldorpqYgVBxTp1VCGwO7kSNQ8qG/ES+VhJzqUnBPxovbp 8URoYy48puvkLoF1fgn8sA== 0000932799-07-000018.txt : 20070105 0000932799-07-000018.hdr.sgml : 20070105 20070105172932 ACCESSION NUMBER: 0000932799-07-000018 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20070105 DATE AS OF CHANGE: 20070105 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: 07515238 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. 9 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 Amendment No. 9 -------- INTEGRAL SYSTEMS, INC. ------------------------------------------------------------------------------- (Name of Issuer) Common Stock, par value $0.01 per share ------------------------------------------------------------------------------- (Title of Class of Securities) 45810H107 ------------------------------------------------------------------------------- (CUSIP Number) Fursa 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) January 5, 2007 ------------------------------------------------------------------------------- (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). Page 1 of 4 CUSIP No. 45810H107 - ------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSON (entities only) Fursa 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) 12.0% - ------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON (see Instructions) IA - ------------------------------------------------------------------------------- Page 2 of 4 INTRODUCTION: Fursa Alternative Strategies LLC, a registered investment advisor ("Fursa" 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 Integral Systems, Inc. (the "Issuer"), is filing this Amendment No. 9 to Schedule 13D to disclose a letter it has sent to the Issuer's Board nominating two candidates for election to the Issuer's Board of Directors, attached hereto as Exhibit A. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (i) As of January 5, 2007, on behalf of affiliated investment funds and separately managed accounts over which it exercises discretionary authority, Fursa beneficially owns 1,330,000 shares of the Issuer's Common Stock, representing approximately 12.0% of the outstanding Common Stock (based on 11,058,306 shares outstanding as reported by the Issuer on its Form 10-K for its annual period ended September 30, 2006). There have been no changes in Fursa's interests in the Issuer since the date of its last amendment to Schedule 13D, filed with the SEC on December 19, 2006. Item 7. Material to be Filed as Exhibits: Exhibit A Letter of the Reporting Person to the Issuer dated January 5, 2007 Page 3 of 4 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: January 5, 2007 FURSA ALTERNATIVE STRATEGIES LLC, a Delaware Limited Liability Company By: /s/ William F. Harley III -------------------------------- Name: William F. Harley III Title: Chief Investment Officer Page 4 of 4 EX-99 2 integral_exa.txt EXHIBIT A Fursa Alternative Strategies LLC 200 Park Avenue 54th Floor New York, NY 10166 January 5, 2007 Integral Systems, Inc. 5000 Philadelphia Way, Suite A Lanham, MD 20706-4417 Attention: Elaine M. Brown Secretary RE: NOMINATION OF DIRECTOR TO JOINT BOARD OF INTEGRAL SYSTEMS, INC. (THE "COMPANY") Dear Ms. Brown: The Company's inability to execute alternative strategies for increasing shareholder value to date is extremely troubling. As the Company's largest shareholder, we would like to see the Company's corporate governance significantly improved. The Company's Board and Management seem to require regular reminding of the need to significantly increase shareholder value. To better understand and act more in accordance with owner interests, we now believe the Board must include institutional investor representation. To that end, Fursa Alternative Strategies hereby nominates William F. Harley, III to the Company's Board for election as a Director at the Company's next Shareholder meeting. Fursa also nominates for election as Director at the next Shareholder meeting William F. Leimkuhler, who presently serves as a Director of the Company. Nominee information materials relating to Mr. Harley are being provided with this letter in accordance with the Company's by-laws. Mr. Leimkuhler is presently a Director of the Company, and as such, the Company already has his information. Very truly yours, Fursa Alternative Strategies LLC By: /s/ William F. Harley, III Name: William F. Harley, III Title: Chief Investment Officer Enclosures -----END PRIVACY-ENHANCED MESSAGE-----