0001193125-11-315147.txt : 20111117 0001193125-11-315147.hdr.sgml : 20111117 20111117093258 ACCESSION NUMBER: 0001193125-11-315147 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20111117 DATE AS OF CHANGE: 20111117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: HEIL EDWARD F/IL/ CENTRAL INDEX KEY: 0000946535 FILING VALUES: FORM TYPE: SC 13D/A MAIL ADDRESS: STREET 1: 631 E BUTTERFIELD RD STREET 2: SUITE 302 CITY: LOMBARD STATE: IL ZIP: 60148 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: Conmed Healthcare Management, Inc. CENTRAL INDEX KEY: 0000943324 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 421297992 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-44295 FILM NUMBER: 111211900 BUSINESS ADDRESS: STREET 1: 7250 PARKWAY DR. STREET 2: SUITE 400 CITY: HANOVER STATE: MD ZIP: 21076 BUSINESS PHONE: 5152221717 MAIL ADDRESS: STREET 1: 7250 PARKWAY DR. STREET 2: SUITE 400 CITY: HANOVER STATE: MD ZIP: 21076 FORMER COMPANY: FORMER CONFORMED NAME: PACE HEALTH MANAGEMENT SYSTEMS INC DATE OF NAME CHANGE: 19960118 SC 13D/A 1 d257536dsc13da.htm SCHEDULE 13DA AMENDMENT NO. 1 Schedule 13DA Amendment No. 1

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

Schedule 13DA

Under the Securities Exchange Act of 1934

(Amendment No. 1)

 

 

 

CONMED HEALTHCARE MANAGEMENT,

INC.

(Name of Issuer)

 

 

 

Common Stock, $0.0001 par value per share

(Title of Class of Securities)

 

20741M03

(CUSIP Number)

 

Edward Heil

8052 Fisher Island Drive

Fisher Island, Florida 33109

Tel: (305) 673-0500

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 16, 2011

(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 that is the subject of this Schedule 13D, and is filing this schedule because of §§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 §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).

 

 

 

 


  1  

NAMES OF REPORTING PERSONS

 

Edward Heil

    
  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)

(a)  x        (b)  ¨

 

    
  3  

SEC USE ONLY

 

    
  4  

SOURCE OF FUNDS (See Instructions)

 

    Not applicable

    
  5  

CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(D) OR 2(E)

 

   ¨
  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

    United States of America

    

NUMBER OF

SHARES

BENEFICIALLY  

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

    218,130

    
     8    

SHARED VOTING POWER

 

    0

    
     9    

SOLE DISPOSITIVE POWER

 

    218,130

    
   10    

SHARED DISPOSITIVE POWER

 

    0

    

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

    218,130

    

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)

 

    1.7% (See Item 5)

    

14

 

TYPE OF REPORTING PERSON (See Instructions)

 

    IN

    

 

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CUSIP No. 20741M03

 

Item 1.    Security and Issuer.
   This Amendment No. 1 amends and supplements the statement on Schedule 13D filed by Edward Heil on July 20, 2011 (the “Original Schedule 13D”) relating to the common stock, $0.0001 par value per share (the “Common Stock”), of Conmed Healthcare Management, Inc., a Delaware corporation (the “Company”). The principal executive office of the Company is 7250 Parkway Dr., Suite 400, Hanover, MD 21076.
   Except as specifically set forth herein, the Original Schedule 13D remains unmodified. All items not reported in this Amendment No. 1 are herein incorporated by reference from the Original Schedule 13D. Capitalized terms used herein and not otherwise defined in this Amendment No. 1 have the meanings set forth in the Original Schedule 13D.
Item 3.    Source and Amount of Funds or Other Consideration.
   Item 3 of the Original Schedule 13D is hereby amended and supplemented as follows:
   The information provided in Items 4 and 5 below is incorporated by reference into this Item 3.
Item 4.    Purpose of Transaction.
   Item 4 of the Original Schedule 13D is hereby amended and supplemented as follows:
   On November 16, 2011, the Merger Agreement was terminated in accordance with its terms, and upon such termination, the Commitment Letter and the Voting Agreement automatically terminated pursuant to their respective terms. As a result, Mr. Heil is no longer bound by any of the terms of the Commitment Letter or the Voting Agreement with respect to the Heil Shares. Currently, Mr. Heil plans to hold the Heil Shares for investment purposes.
   Except as set forth in this Schedule 13D and the corresponding exhibits hereto, Mr. Heil does not have any plans or proposals which relate to or which would result in any of the acts specified in subparagraphs (a) through (j) of Item 4 of Schedule 13D (although Mr. Heil reserves the right to develop such plans).
Item 5.    Ownership.
   Item 5 of the Original Schedule 13D is hereby amended and restated in its entirety as follows:
(a)    Mr. Heil beneficially owns 218,130 shares of Common Stock, including a warrant to purchase up to 8,430 shares of Common Stock. Such shares represent approximately 1.7% of the outstanding shares of Common Stock (based upon

 

3


CUSIP No. 20741M03

 

   13,140,911 shares of Common Stock outstanding as of November 10, 2011 (including Common Stock that may be issued pursuant to warrants owned by Mr. Heil), as set forth in the Company’s quarterly report filed on Form 10-Q for the period ending September 30, 2011).
   As a result of the termination of the Merger Agreement, the Commitment Letter and the Voting Agreement, Mr. Heil no longer will be deemed to be part of a “group” (within the meaning of Section 13(d)(3) of the Securities Exchange Act of 1934) with the Desnick Reporting Persons.
(b)    Mr. Heil has the sole power to vote and dispose of 218,130 shares of Common Stock. As stated in paragraph (a), above, Mr. Heil does not have shared voting or dispositive power over any shares of Common Stock.
(c)    Other than as described in Items 3 and 4 above, Mr. Heil has effected no transactions in the Common Stock.
(d)    Other than as described in Items 3 and 4 above, to the knowledge of Mr. Heil, no person has the right to receive or the power to direct the receipt of dividends from, or the proceeds from the sale of, the shares of Common Stock described in this Schedule 13D.
(e)    Mr. Heil ceased to be the beneficial owner of more than 5% of the Common Stock of the Company on November 16, 2011.
Item 6.    Contracts, Arrangements, Understandings or Relationships with Respect to Securities of the Issuer.
   Item 6 of the Original Schedule 13D is hereby amended and supplemented as follows:
   The information provided in Items 3, 4 and 5 above is incorporated by reference into this Item 6.

 

4


CUSIP No. 20741M03

 

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 16, 2011

 

By:  

/s/ Edward Heil

Name:   Edward Heil

 

5