-----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, B5N3t0rR1uLaA+6dSj9oj2ThdZhEemSiS44Zb55v41/7ejTOPb5Cb9RBxt6EfX4S ZvOYSsqn3EuFN2348KMTQA== 0000899140-04-001138.txt : 20040825 0000899140-04-001138.hdr.sgml : 20040825 20040825091625 ACCESSION NUMBER: 0000899140-04-001138 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20040825 DATE AS OF CHANGE: 20040825 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDIWARE INFORMATION SYSTEMS INC CENTRAL INDEX KEY: 0000874733 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 112209324 STATE OF INCORPORATION: NY FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41734 FILM NUMBER: 04995384 BUSINESS ADDRESS: STREET 1: 11711 WEST 79TH STREET CITY: LENEXA STATE: KS ZIP: 66214 BUSINESS PHONE: 9133071000 MAIL ADDRESS: STREET 1: 11711 WEST 79TH STREET CITY: LENEXA STATE: KS ZIP: 66214 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FEINBERG LARRY N CENTRAL INDEX KEY: 0000926475 STATE OF INCORPORATION: NY FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVENUE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 BUSINESS PHONE: 2125741286 MAIL ADDRESS: STREET 1: C/O ORACLE PARTNERS L P STREET 2: 712 FIFTH AVE 45TH FLOOR CITY: NEW YORK STATE: NY ZIP: 10019 SC 13D/A 1 f2632885b.txt AMENDMENT NO. 5 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 5)* Mediware Information Systems, Inc. - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock, $.10 par value - -------------------------------------------------------------------------------- (Title of Class of Securities) 584946107 - -------------------------------------------------------------------------------- (CUSIP Number of Class of Securities) Larry N. Feinberg c/o Oracle Partners, L.P. 200 Greenwich Avenue, 3rd Floor Greenwich, CT 06830 (203) 862-7900 - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) Copies to: Michael A. Schwartz, Esq. Willkie Farr & Gallagher LLP 787 Seventh Avenue New York, NY 10019-6099 (212) 728-8000 August 23, 2004 - -------------------------------------------------------------------------------- (Date of Event which Requires Filing of this Schedule) 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 ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-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 240.13d-7 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). SCHEDULE 13D - ------------------- ----------------- CUSIP No. 584946107 Page 2 of 6 Pages - ------------------- ----------------- - ----------- -------------------------------------------------------------------- 1 NAME OF REPORTING PERSON I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY) Larry N. Feinberg - ----------- -------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] (b) [X] - ----------- -------------------------------------------------------------------- 3 SEC USE ONLY - ----------- -------------------------------------------------------------------- 4 SOURCE OF FUNDS* AF - ----------- -------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - ----------- -------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States - --------------------- --------- ------------------------------------------------ 7 SOLE VOTING POWER 50,000 --------- ------------------------------------------------ NUMBER OF 8 SHARED VOTING POWER SHARES BENEFICIALLY 1,255,036 OWNED BY --------- ------------------------------------------------ EACH 9 SOLE DISPOSITIVE POWER REPORTING PERSON WITH 50,000 --------- ------------------------------------------------ 10 SHARED DISPOSITIVE POWER 1,255,036 - ----------- -------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON 1,305,036 - ----------- -------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* [ ] - ----------- -------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 17.4% - ----------- -------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON* IN - ----------- -------------------------------------------------------------------- This Amendment No. 5 (this "Amendment No. 5") amends the Amendment No. 4 to Schedule 13D filed on November 26, 2002 ("Amendment No. 4") and is being filed on behalf of Mr. Larry Feinberg ("Mr. Feinberg"). This Amendment No. 5 relates to the Common Stock, par value $0.10 per share, of Mediware Information Systems, Inc., a New York corporation ("Mediware"). Unless the context otherwise requires, references herein to the "Common Stock" are to such Common Stock of Mediware. Capitalized terms used herein and not otherwise defined have the meanings ascribed thereto in Amendment No. 4. Item 3. Source and Amount of Funds or Other Consideration. Item 3 of Amendment No. 4 is hereby amended by deleting the entirety of the text thereof and replacing it with the following: As of the date hereof, Mr. Feinberg is deemed to beneficially own 1,305,036 shares of Mediware's Common Stock (the "Shares"). The Shares are held by the Partnerships and managed accounts over which Mr. Feinberg has investment discretion, except for 50,000 shares which are held directly by Mr. Feinberg as the trustee of The Feinberg Family Foundation (the "Foundation"). The 1,305,036 shares were purchased for an aggregate purchase price of $4,953,046. The funds for the purchase of Shares held in the Partnerships, over which Mr. Feinberg has investment discretion, came from capital contributions to the Partnerships by their general and limited partners. The funds for the purchase of the Shares held in the managed accounts, over which Mr. Feinberg has investment discretion, came from each managed account's own funds. The funds for the purchase of the Shares held by the Foundation came from the Foundation's own funds. No leverage was used to purchase the Shares. Item 4. Purpose of Transaction. Item 4 of Amendment No. 4 is hereby amended by deleting the entirety of the text thereof and replacing it with the following: As further detailed in a letter, dated August 23, 2004, from Mr. Feinberg to the Board of Directors of Mediware (the "Board"), Mr. Feinberg is requesting a meeting with one or more members of the Board, including the Chairman. Mr. Feinberg would like to address the following matters: (a) The status of senior management and succession planning; 3 (b) recent sales of Common Stock by Mediware insiders; (c) corporate governance policies and practices; (d) potential actions to increase liquidity and enhance stockholder value; (e) the possible inclusion of an independent director on the Board to be identified by entities affiliated with Mr. Feinberg; and (f) concerns regarding Mediware's communications with stockholders. The primary interest of Mr. Feinberg is to maximize the value of the Partnerships' and the managed accounts' investment in Mediware. Mr. Feinberg intends to continually review Mediware's business affairs, financial position, and future prospects, as well as conditions in the securities markets and general economic and industry conditions. Based on such evaluation, review, and other factors, Mr. Feinberg will continue to consider various alternative courses of action and will in the future take such actions with respect to the Partnerships', the managed accounts' and the Foundation's investments in Mediware as he deems appropriate. Such actions may include, but are not limited to, the following: 1. Seeking representation on the Board of Directors of Mediware; 2. Making recommendations to management concerning various business strategies, including acquisitions and dispositions; and 3. Recommending hiring an investment banker to evaluate strategies to enhance shareholder value. Such actions may involve the purchase of additional shares of Common Stock and, alternatively, may involve the sale of all or a portion of the Shares held by the Partnerships, the managed accounts and the Foundation in the open market or in privately negotiated transactions to one or more financial or strategic purchasers. As a result of the foregoing, Mr. Feinberg's position with respect to Mediware may not be considered solely that of a passive investor. There can be no assurance, however, that Mr. Feinberg will take any of the actions set forth above. 4 Item 5. Interest in Securities of the Issuer. Item 5 of Amendment No. 4 is hereby amended by deleting the entirety of the text thereof and replacing it with the following: (a) As of the date hereof, Mr. Feinberg is deemed to be the beneficial owner of 1,305,036 Shares. Based upon a total aggregate number of 7,495,771 shares of Common Stock outstanding, as reported on Mediware's Quarterly Report on Form 10-Q for the quarterly period ended March 31, 2004, Mr. Feinberg may be deemed to beneficially own 17.4% of Mediware's outstanding shares of Common Stock. (b) Mr. Feinberg has the power to vote, direct the vote, dispose of or direct the disposition of all the shares of Common Stock that he is currently deemed to beneficially own. (c) No transactions in shares of Common Stock were effected by Mr. Feinberg during the past 60 days. (d) Other than as set forth in this Amendment No. 5, the original Schedule 13D or any other amendments thereto, no person is known to have the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the Shares. (e) Not applicable. Item 7. Material to be Filed as Exhibits. 1. Letter from Mr. Feinberg to the Board of Directors of Mediware Information Systems, Inc., dated August 23, 2004. 5 SIGNATURES After reasonable inquiry and to the best of his knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct. Dated: August 25, 2004 /s/ Larry N. Feinberg ------------------------------- Larry N. Feinberg [SIGNATURE PAGE TO AMENDMENT NO. 5 TO SCHEDULE 13D WITH RESPECT TO MEDIWARE INFORMATION SYSTEMS, INC.] EX-1 3 f2632885c.txt LETTER Exhibit 1 --------- [ORACLE PARTNERS, L.P. LETTERHEAD] August 23, 2004 Board of Directors Mediware Information Systems, Inc. 11711 West 79th Street Lenexa, Kansas 66214 Gentlemen: As the company's largest "outside" stockholder, we are writing to request a meeting with one or more members of the Board, which we believe should include the Mediware's Chairman. We stand ready to meet immediately, and would like to do so as soon as possible, wherever and whenever is most convenient for the director or directors who will attend. Among the issues we think it is essential to address are: the status of senior management and succession planning; recent selling by insiders; corporate governance policies and practices; and potential actions to increase liquidity in Mediware's stock and to otherwise enhance stockholder value. We would also like to discuss with you the possible inclusion of an independent director to be identified by Oracle on management's slate of directors to be elected at the upcoming annual meeting. We are acquainted with a number of well-qualified professionals whom we believe could add substantial value to the Board's deliberations and functioning. We also have concerns about Mediware's communications with shareholders. From reading your Code of Conduct and Ethics, it is apparent that Mediware values "full, fair, accurate, timely and understandable disclosure." We agree that this goal is of the utmost importance to the public owners of the company, and we would like to provide to the company the perspective of its largest "outside" stockholder. We look forward to hearing from you promptly. Very truly yours, /s/ Larry N. Feinberg Larry N. Feinberg President -----END PRIVACY-ENHANCED MESSAGE-----