-----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, HQyQtMluXvC/WYCFwRhczlRXIx72D2O07wBQDd0EmCoPoI1yCuKVQcMqhGAVW/8g tSbYsl9vstHnLdD9jG/BdA== 0000950136-96-000992.txt : 19961107 0000950136-96-000992.hdr.sgml : 19961107 ACCESSION NUMBER: 0000950136-96-000992 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 19961106 SROS: NONE GROUP MEMBERS: FORSYTHE GERALD R GROUP MEMBERS: INDECK ENERGY SERVICES, INC. GROUP MEMBERS: INDECK POWER EQUIPMENT COMPANY SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ARTISOFT INC CENTRAL INDEX KEY: 0000877931 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-PREPACKAGED SOFTWARE [7372] IRS NUMBER: 860446453 STATE OF INCORPORATION: DE FISCAL YEAR END: 0630 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-41833 FILM NUMBER: 96655292 BUSINESS ADDRESS: STREET 1: 2202 N FORBES BLVD CITY: TUCSON STATE: AZ ZIP: 85745 BUSINESS PHONE: 5206707100 MAIL ADDRESS: STREET 1: 2202 NORTH FORBES BLVD CITY: TUCSON STATE: AZ ZIP: 85745 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: FORSYTHE GERALD R CENTRAL INDEX KEY: 0001006020 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 1130 LAKE GROVE ROAD CITY: BUFFALO GROVE STATE: IL ZIP: 60089 BUSINESS PHONE: 8475203212 MAIL ADDRESS: STREET 1: 1075 NOEL AVENUE CITY: WHEELING GROVE STATE: IL ZIP: 60090 SC 13D/A 1 AMENDMENT NO. 2 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 ------------------------------------ SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934 (AMENDMENT NO. 2) ------------------------------------ ARTISOFT, INC. (Name of Issuer) COMMON STOCK PAR VALUE $.01 PER SHARE (Title of Class of Securities) 04314L106 (Cusip Number) ------------------------------------ GERALD R. FORSYTHE 1075 NOEL AVENUE WHEELING, ILLINOIS 60090 (847) 459-4250 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) ------------------------------------ COPY TO: JEFFREY P. COHEN, ESQ. ROGERS & WELLS 200 PARK AVENUE NEW YORK, NEW YORK 10166 (212) 878-8000 ------------------------------------ OCTOBER 28, 1996 (Date of event which requires filing of this statement) - -------------------------------------------------------------------------------- [ ] Check box 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(b)(3) or (4). [ ] Check box if a fee is being paid with the statement. - -------------------------------------------------------------------------------- PAGE 1 OF 14 PAGES
- ---------------------------------- ----------------------------------- CUSIP No. 04314L106 13D Page 2 - ---------------------------------- ----------------------------------- ============================================================================================================================= 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON GERALD R. FORSYTHE - ----------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] - ------------------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS PF, OO - ----------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION UNITED STATES - ----------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 333,070 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------------------- 8. SHARED VOTING POWER 1,151,700 ------------------------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 333,070 ------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 1,151,700 - ----------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,590,770 - ----------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% - ----------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON IN ============================================================================================================================= - ---------------------------------- ----------------------------------- CUSIP No. 04314L106 13D Page 3 - ---------------------------------- ----------------------------------- ============================================================================================================================= 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON INDECK POWER EQUIPMENT COMPANY - ----------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC, OO - ----------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS - ----------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------------------- 8. SHARED VOTING POWER 485,700 ------------------------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 485,700 - ----------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,590,770 - ----------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% - ----------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO ============================================================================================================================= - ---------------------------------- ----------------------------------- CUSIP No. 04314L106 13D Page 4 - ---------------------------------- ----------------------------------- ============================================================================================================================= 1. NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON INDECK ENERGY SERVICES, INC. - ----------------------------------------------------------------------------------------------------------------------------- 2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a)[X] (b)[ ] - ----------------------------------------------------------------------------------------------------------------------------- 3. SEC USE ONLY - ----------------------------------------------------------------------------------------------------------------------------- 4. SOURCES OF FUNDS WC, OO - ----------------------------------------------------------------------------------------------------------------------------- 5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [ ] - ----------------------------------------------------------------------------------------------------------------------------- 6. CITIZENSHIP OR PLACE OF ORGANIZATION ILLINOIS - ----------------------------------------------------------------------------------------------------------------------------- 7. SOLE VOTING POWER NUMBER OF SHARES 0 BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH ------------------------------------------------------------------------------------------------- 8. SHARED VOTING POWER 666,000 ------------------------------------------------------------------------------------------------- 9. SOLE DISPOSITIVE POWER 0 ------------------------------------------------------------------------------------------------- 10. SHARED DISPOSITIVE POWER 666,000 - ----------------------------------------------------------------------------------------------------------------------------- 11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 1,590,770 - ----------------------------------------------------------------------------------------------------------------------------- 12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - ----------------------------------------------------------------------------------------------------------------------------- 13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.0% - ----------------------------------------------------------------------------------------------------------------------------- 14. TYPE OF REPORTING PERSON CO =============================================================================================================================
AMENDMENT NO. 2 TO SCHEDULE 13D This Amendment No. 2, which is being filed jointly by Gerald R. Forsythe ("Mr. Forsythe"), Indeck Power Equipment Company ("Indeck Power") and Indeck Energy Services, Inc. ("Indeck Energy") (collectively, the "Reporting Persons"), supplements and amends the Statement on Schedule 13D relating to the Common Stock of the Company (each as defined herein) originally filed jointly by the Reporting Persons with the Commission on January 19, 1996, as amended by Amendment No. 1 thereto filed jointly by the Reporting Persons with the Commission on July 9, 1996 (as amended, the "Statement"). Because this Amendment No. 2 constitutes the first electronically filed amendment to the Statement, the entire text of the Statement, as amended hereby, is being restated in accordance with Rule 13d-2(c) under the Securities Exchange Act of 1934, as amended (the "Act"). ITEM 1. SECURITY AND ISSUER. This Statement relates to the common stock, par value $.01 per share ("Common Stock"), of Artisoft, Inc. (the "Company"). The Company's principal executive offices are located at 2202 North Forbes Boulevard, Tucson, Arizona 85745. ITEM 2. IDENTITY AND BACKGROUND. (a)-(c),(f) This Statement is being filed jointly by the Reporting Persons. The business address of Mr. Forsythe is 1075 Noel Avenue, Wheeling, Illinois 60090. Mr. Forsythe's principal occupation is to serve as the Chairman of the Board and Chief Executive Officer of each of Indeck Power and Indeck Energy. Indeck Power is an Illinois corporation, and its principal business is the rental of steam- fired boiler equipment. The address of the Indeck Power's principal business and principal office is located at 1111 S. Willis, Wheeling, Illinois 60090. Indeck Energy is an Illinois corporation, and its principal business is the development of cogeneration facilities. The address of the Indeck Energy's principal business and principal office is located at 1130 Lake Cook Road, Suite 300, Buffalo Grove, Illinois 60089. Information with respect to the directors and executive officers of Indeck Power and Indeck Energy is detailed at Schedule I and Schedule II hereto, respectively. (d)-(e) During the last five years, none of the Reporting Persons nor, to their knowledge, any of the persons listed in Schedule I or Schedule II hereto (i) has been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) was 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 further violations of or 5 prohibiting activities subject to federal or state securities laws or finding any violation with respect to such laws. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION. Mr. Forsythe used his personal funds and margin account borrowings, and Indeck Power and Indeck Energy each used their respective working capital and margin account borrowings, for the purchases described in Item 5(c) below. ITEM 4. PURPOSE OF THE TRANSACTION. The Reporting Persons have acquired the Common Stock beneficially owned by them for investment purposes, because they believe that the trading prices of the Common Stock in the public market do not adequately reflect the potential value of the Company's underlying businesses and assets. None of the Reporting Persons presently has any plans or proposals which relate to or would result in (a) the acquisition by any person of additional securities of the Company or the disposition of any such securities, (b) an extraordinary corporate transaction, such as a merger, reorganization or liquidation, involving the Company or any of its subsidiaries, (c) a sale or transfer of a material amount of assets of the Company or any of its subsidiaries, (d) any change in the present management of the Company, (e) any material change in the present capitalization or dividend policy of the Company, (f) any other material change in the Company's business or corporate structure, (g) any other material change in the Company's charter, bylaws or instruments corresponding thereto or other actions which may impede the acquisition of control of the Company by any person, (h) causing a class of securities of the Company to be delisted from a national securities exchange or to cease to be authorized to be quoted in an inter-dealer quotation system of a registered national securities association, (i) a class of equity securities of the Company becoming eligible for termination of registration pursuant to Section 12(g)(4) of the Act, or (j) any action similar to any of those enumerated in the foregoing clauses (a) through (i). However, as substantial stockholders of the Company, the Reporting Persons expect and intend to explore and be receptive to opportunities to enhance the value of the Common Stock owned by the Reporting Persons, including changes to the composition of the Company's board of directors and/or management and extraordinary transactions involving the Company. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER. (a) The Reporting Persons beneficially own an aggregate of 1,590,770 shares of Common Stock, representing approximately 11.0% of the outstanding shares of Common Stock (based upon 14,498,000 shares reported as outstanding as of September 20, 1996 by the Company in its Annual Report on Form 10-K for the fiscal year ended June 30, 1996), of which 106,000 shares of Common Stock (or 7.3%) are beneficially owned as a result of the ownership by the Reporting Persons of listed call options. See Item 6. 6 Except as set forth in Schedule I and Schedule II, to the knowledge of the Reporting Persons no person identified on Schedule I or Schedule II (other than Mr. Forsythe) beneficially owns any shares of Common Stock. (b) Mr. Forsythe has the sole power to vote and dispose of the 333,070 shares of Common Stock owned by him personally; Mr. Forsythe and Indeck Power share the power to vote and dispose of the 485,700 shares of Common Stock owned by Indeck Power; and Mr. Forsythe and Indeck Energy share the power to vote and dispose of the 666,000 shares of Common Stock owned by Indeck Energy. (c) The following is a schedule of the transactions in Common Stock effected by the Reporting Persons in the last 60 days, all of which were effected in the open market through the facilities of the NASDAQ Stock Market:
Number of Number of Date Shares Purchased Shares Sold Price Per Share ---- ---------------- ----------- --------------- Mr. Forsythe 09/04/94 2,000 $7.3750 - ------------ 09/06/96 8,000 $6.6250 Indeck Energy 10/22/96 33,500 $6.2941 - ------------- 10/25/96 12,500 $6.3100 10/28/96 2,500 $6.1225 10/28/96 16,000 $6.1225 10/28/96 7,500 $6.1225 Indeck Power 10/22/96 33,500 $6.2941 - ------------ 10/23/96 2,500 $6.1850 10/25/96 12,500 $6.3100 10/25/96 7,500 $6.1850 10/28/96 16,000 $6.1225 10/29/96 2,500 $6.1225
In addition, on September 19, 1996, Mr. Forsythe exercised 200 listed call options, each of which had an exercise price of $5.00 per share of Common Stock and an expiration date of September 20, 1996, pursuant to which he purchased a total of 20,000 shares of Common Stock. (d)-(e) Not applicable. 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER. The Reporting Persons own an aggregate of 1,060 listed call options to purchase an aggregate of 106,000 shares of Common Stock, all of which were purchased in open market transactions. Of those 1,060 listed call options, 525 options have an exercise price of $7.25 per share of Common Stock and an expiration date of December 20, 1996, 460 options have an exercise price of $10.00 per share of Common Stock and an expiration date of December 20, 1996, and 75 options have an exercise price of $5.00 per share of Common Stock and an expiration date of June 20, 1997. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS. Exhibit 7.7 Agreement of Joint Filing among the Reporting Persons dated November 6, 1996. 8 SCHEDULE I INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF INDECK POWER Set forth in the table below are the name and the present principal occupations or employment of each director and executive officer of Indeck Power, each of whom is a United States citizen. The principal business address of Indeck Power and each person identified below (other than Messrs. Forsythe, DeNotto and Lagowski) is 1111 S. Willis, Wheeling, Illinois 60090. Messrs. Forsythe's, DeNotto's and Lagowski's respective principal business addresses are set forth below their names. Directors are identified by an asterisk.
Name Present Principal Occupation or Employment ---- ------------------------------------------ GERALD R. FORSYTHE* Mr. Forsythe's principal occupation is to serve as Chairman 1075 Noel Road of the Board and Chief Executive Officer of Indeck Power Wheeling, IL 60069 and Indeck Energy. MARSHA FORSYTHE-FOURNIER* Ms. Fournier's principal occupation is to serve as a director and as Executive Vice President of Indeck Power. Ms. Fournier is the daughter of Mr. Forsythe. Ms. Fournier beneficially owns 26,200 shares of Common Stock, none of which were purchased in the last 60 days. Ms. Fournier has sole voting and dispositive power with respect to all such shares. LAURENCE A. LAGOWSKI* Mr. Lagowski's principal occupation is to serve as a director 1130 Lake Cook Road and as Senior Vice President, Chief Financial Officer, Suite 300 Treasurer and Assistant Secretary of Indeck Energy. Mr. Buffalo Grove, IL 60089 Lagowski also serves as a director and as Vice President, Treasurer and Assistant Secretary of Indeck Power. Mr. Lagowski beneficially owns 800 shares of Common Stock, none of which was purchased in the last 60 days. Mr. Lagowski has sole voting and dispositive power with respect to all such shares. GERALD F. DENOTTO Mr. DeNotto's principal occupation is to serve as Vice 1130 Lake Cook Road President and Secretary of Indeck Energy. Mr. DeNotto also Suite 300 serves as Secretary of Indeck Power. Buffalo Grove, IL 60089
9 SCHEDULE II INFORMATION REGARDING THE DIRECTORS AND EXECUTIVE OFFICERS OF INDECK ENERGY Set forth in the table below are the name and the present principal occupations or employment of each director and executive officer of Indeck Energy, each of whom is a United States citizen. The principal business address of Indeck Power and each person identified below (other than Mr. Forsythe) is 1130 Lake Cook Road, Suite 300, Buffalo Grove, Illinois 60089. Mr. Forsythe's principal business address is set forth below his name. Directors are identified by an asterisk.
Name Present Principal Occupation or Employment ---- ------------------------------------------ GERALD R. FORSYTHE* Mr. Forsythe's principal occupation is to serve as Chairman of 1075 Noel Road the Board and Chief Executive Officer of Indeck Energy Wheeling, IL 60069 and Indeck Power. RUSSELL F. LINDSAY* Mr. Lindsay's principal occupation is to serve as Vice Chairman of the Board Indeck Energy. KEVIN C. YESSIAN* Mr. Yessian's principal occupation is to serve as a director and as President of Indeck Energy. Mr. Yessian beneficially owns 300 shares of Common Stock, none of which was purchased in the last 60 days. Mr. Yessian has sole voting and dispositive power with respect to all such shares. LAURENCE A. LAGOWSKI* Mr. Lagowski's principal occupation is to serve as a director and as Senior Vice President, Chief Financial Officer, Treasurer and Assistant Secretary of Indeck Energy. Mr. Lagowski also serves as a director and as Vice President, Treasurer and Assistant Secretary of Indeck Power. Mr. Lagowski beneficially owns 800 shares of Common Stock, none of which was purchased in the last 60 days. Mr. Lagowski has sole voting and dispositive power with respect to all such shares. LAWRENCE J. KOSTRZEWA* Mr. Kostrzewa's principal occupation is to serve as a director and as Senior Vice President of Indeck Energy. PREM P.C. BABU Mr. Babu's principal occupation is to serve as a Vice President of Indeck Energy. ARNOLD S. BECKER Mr. Becker's principal occupation is to serve as a Vice President of Indeck Energy. GERALD F. DENOTTO Mr. DeNotto's principal occupation is to serve as a Vice President and Secretary of Indeck Energy. Mr. DeNotto also serves as Secretary of Indeck Power.
10
Name Present Principal Occupation or Employment ---- ------------------------------------------ WAYNE R. GRAYCZYK Mr. Grayczyk's principal occupation is to serve as a Vice President of Indeck Energy. Mr. Grayczyk beneficially owns 1,000 shares of Common Stock, none of which was purchased in the last 60 days. Mr. Grayczyk has sole voting and dispositive power with respect to all such shares. JOSEPH L. GOCKE Mr. Gocke's principal occupation is to serve as a Vice President of Indeck Energy. VICTOR F. RANALLETTA Mr. Ranalletta's principal occupation is to serve as a Vice President of Indeck Energy. ALAN R. WASKIN Mr. Waskin's principal occupation is to serve as Assistant Secretary of Indeck Energy.
11 SIGNATURES After due 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 6, 1996 /s/ GERALD R. FORSYTHE ------------------------------------- Gerald R. Forsythe INDECK POWER EQUIPMENT COMPANY By: /s/ GERALD R. FORSYTHE ------------------------------------- Gerald R. Forsythe Chief Executive Officer INDECK ENERGY SERVICES, INC. By: /s/ GERALD R. FORSYTHE ------------------------------------- Gerald R. Forsythe Chief Executive Officer 12 EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ----------- ----------- Exhibit 7.7 Agreement of Joint Filing among the Reporting Persons dated November 6, 1996. 13 EX-7.7 2 AGREEMENT OF JOINT FILING EXHIBIT 7.7 AGREEMENT OF JOINT FILING Gerald R. Forsythe, Indeck Power Corporation and Indeck Energy Services, Inc. hereby agree that the Amendment No. 2 to Statement on Schedule 13D to which this agreement is attached as an exhibit shall be filed jointly on behalf of each of them. This agreement is intended to satisfy the requirements of Rule 13d-1(f)(1)(iii) under the Securities Exchange Act of 1934, as amended. Dated: November 6, 1996 /s/ GERALD R. FORSYTHE ------------------------------------- Gerald R. Forsythe INDECK POWER EQUIPMENT COMPANY By: /s/ GERALD R. FORSYTHE ------------------------------------- Gerald R. Forsythe Chief Executive Officer INDECK ENERGY SERVICES, INC. By: /s/ GERALD R. FORSYTHE ------------------------------------- Gerald R. Forsythe Chief Executive Officer -----END PRIVACY-ENHANCED MESSAGE-----