UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3/A
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No. 1)
Sandata Technologies, Inc.
-----------------------------------
(Name of the Issuer)
Sandata Technologies, Inc., Sandata Acquisition Corp.,
Bert E. Brodsky, Hugh Freund, Gary Stoller,
Jessica Brodsky Miller, David C. Brodsky, Jeffrey H. Brodsky,
Muriel M. Brodsky, Lee J. Brodsky, Emily Freund, Leland Freund,
Gertrude Kay, Gary Stoller and Susan Stoller as Custodians for
Joseph Bailey under the New York Uniform Transfer
to Minors Act, Gary Stoller and Susan Stoller as Custodians for
Jennifer Stoller under the New York Uniform Transfer to Minors Act,
The Bert E. Brodsky Revocable Trust
-----------------------------------
(Names of Persons Filing Statement)
Sandata Technologies, Inc. Common Stock, par value $.001 per share
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(Title of Class of Securities)
799778204
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(CUSIP Number of Class of Securities)
Bert E. Brodsky
Chairman and Chief Executive Officer
Sandata Technologies, Inc.
26 Harbor Park Drive
Port Washington, NY 11050
(516) 484-4400
David Brodsky
Vice President
Sandata Acquisition Corp.
26 Harbor Park Drive
Port Washington, NY 11050
(516) 484-4400
-----------------------------------
(Name, Address, and Telephone Numbers of Person
Authorized to Receive
Notices and Communications on Behalf of the Persons
Filing Statement)
This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A (ss. ss. 240.14a-1 through 240.1b-2), Regulation 14C
(ss. ss. 24 0.14c-1 through 240.14c-101) or Rule 13e-3 (c) (ss.240.13e3 (c))
under the Securties Exchange Act of 1934 (`the Act").
b. [ ] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above
Check the following box if the soliciting materials or information
statement referred to in checking box (a) are preliminary copies: [X]
Check the following box if the filing is a final amendment reporting the results
of the transaction: [ ]
Calculation of Filing Fee
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Transaction valuation* Amount of filing fee**
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$1,494,310 $299
*The transaction valuation was based upon the sum of (a) the product of
665,208 shares of common stock and the merger consideration of $2.21 per share
and (b) the product of options to purchase 20,000 shares of common stock and
$1.21 (which is the difference between the merger consideration of $2.21 per
share of common stock and the exercise price of $1.00 per share of common stock
of each of the 20,000 shares covered by the outstanding options).
** The amount of the filing fee, calculated in accordance with Rule 0-11 of
the Securities Exchange Act of 1934, equals 1/50/th of 1% of the value of the
shares to be converted in the merger.
[x] Check the box if any part of the fee is offset as provided by
ss.240.0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the previous filing by registration statement number,
or the Form or Schedule and the date of its filing.
Amount Previously Paid: $258 Filing Party: Sandata Technologies, Inc.
--------------------------
Form or Registration Number: Schedule 14A Date Filed: November 15, 2002
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INTRODUCTION
This Amendment No. 1 to the Rule 13e-3 Transaction Statement on Schedule
13e-3 (the "Schedule 13e-3" or the "Statement") is being filed jointly by
Sandata Technologies, Inc., a Delaware corporation (the "Company"), Sandata
Acquisition Corp., a Delaware corporation (the "Acquisition Company"), Bert E.
Brodsky ("Brodsky"), Hugh Freund ("Freund"), Gary Stoller ("Stoller"), Jessica
Brodsky Miller, David C. Brodsky, Jeffrey H. Brodsky, Muriel M. Brodsky, Lee J.
Brodsky, Emily Freund, Leland Freund, Gertrude Kay, Gary Stoller and Susan
Stoller as Custodians for Joseph Bailey under the New York Uniform Transfer to
Minors Act, Gary Stoller and Susan Stoller as Custodians for Jennifer Stoller
under the New York Uniform Transfer to Minors Act and The Bert E. Brodsky
Revocable Trust (Brodsky, Freund, Stoller, Jessica Brodsky Miller, David C.
Brodsky, Jeffrey H. Brodsky, Muriel M. Brodsky, Lee J. Brodsky, Emily Freund,
Leland Freund, Gertrude Kay, Gary Stoller and Susan Stoller as Custodians for
Joseph Bailey under the New York Uniform Transfer to Minors Act, Gary Stoller
and Susan Stoller as Custodians for Jennifer Stoller under the New York Uniform
Transfer to Minors Act and The Bert E. Brodsky Revocable Trust are hereinafter
referred to as the "Acquisition Group"). Pursuant to an Agreement and Plan of
Merger, dated as of October 28, 2002, by and among the Company, the Acquisition
Company, Brodsky, Hugh Freund and Gary Stoller, as amended by a First Amendment
to the Agreement and Plan of Merger, dated as of January 27, 2003 (as amended
from time to time, the "Merger Agreement"), the Acquisition Company will merge
(the "Merger") with and into the Company, with the Company continuing as the
surviving corporation. If the Merger and the Merger Agreement are adopted by the
Company's stockholders, at the effective time of the Merger, each share of the
Company's common stock, par value $.001 per share, issued and outstanding
immediately prior to the Merger (excluding shares contemplated by the Merger
Agreement to be contributed to the Acquisition Company by Brodsky, Freund and
Stoller and members of their immediate families (the "Acquisition Group") and
shares held by stockholders who perfect their appraisal rights under Delaware
law) will be converted into the right to receive $2.21 in cash. A copy of the
Merger Agreement is filed as Appendices A-1 and A-2 to the Revised Preliminary
Proxy Statement on Schedule 14A (the "Proxy Statement") filed concurrently by
the Company with the Securities and Exchange Commission (the "Commission"),
pursuant to which the Board of Directors of the Company is soliciting proxies
from the stockholders of the Company in connection with the Merger. This
Schedule 13e-3 is being filed jointly by the Company, the Acquisition Company
and the members of the Acquisition Group.
The following responses and cross-references are being supplied pursuant to
General Instructions F and G to Schedule 13e-3 and show the locations in the
Proxy Statement (including all appendices thereto) of the information required
to be included in response to the items of this Schedule 13e-3. The information
set forth in the Proxy Statement, including all appendices thereto, is hereby
expressly incorporated herein by reference and the responses to each item of
this Schedule 13e-3 are qualified in their entirety by reference to the
information contained in the Proxy Statement and the appendices thereto.
Item 1. Summary Term Sheet.
REGULATION M-A
ITEM 1001
The information set forth in the Proxy Statement under the captions
"Questions and Answers about the Merger" and "Summary Term Sheet" is
incorporated herein by reference.
Item 2. Subject Company Information.
REGULATION M-A
ITEM 1002
(a) The information set forth in the Proxy Statement under the caption
"Summary Term Sheet - The Parties to the Transaction" is incorporated herein by
reference.
(b) The information set forth in the Proxy Statement under the captions
"Summary Term Sheet - The Special Meeting", "Special Meeting - Introduction" and
"Special Meeting - Voting Rights; Vote Required for Approval" is incorporated
herein by reference.
(c) The information set forth in the Proxy Statement under the caption
"Special Meeting - Trading Market and Price; Dividends; Stock Repurchases" is
incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the caption
"Special Meeting - Trading Market and Price; Dividends; Stock Repurchases" is
incorporated herein by reference.
(e) Not applicable.
(f) The information set forth in the Proxy Statement under the captions
"Special Factors - Background of the Merger", "Special Factors - Interests of
the Members of the Acquisition Group in the Merger", "Special Factors -
Interests of Executive Officers and Directors in the Merger - Transactions in
Common Stock by Certain Persons", "Special Factors - Certain Relationships
Between Sandata, Sandata Acquisition Corp. and Members of the Acquisition Group"
and "Special Meeting - Trading Market and Price; Dividends; Stock Repurchases"
is incorporated herein by reference.
Item 3. Identity and Background of Filing Person.
REGULATION M-A
ITEM 1003(a)-(c)
(a) - (c)
The information set forth in the Proxy Statement under the captions
"Summary Term Sheet - The Parties to the Transaction" and "Special Factors -
Certain Relationships between Sandata, Sandata Acquisition Corp. and Members of
the Acquisition Group" is incorporated herein by reference. Sandata is the
issuer of the class of equity security which is the subject of the Rule 13e-3
transaction.
During the past five years, neither the Company nor the Acquisition Company
has been convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors) or a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction resulting in a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, federal or state securities laws, or finding violations
with respect to such laws.
Directors and Executive Officers of the Company
Set forth in the table below are the current principal occupation or
employment, the name, principal business and address of any corporation or other
organization in which the employment or occupation is conducted, and the
material occupations, positions, offices or employment during the past five
years of each of the directors and executive officers of the Company. Each
person identified below is a United States citizen. Unless otherwise indicated,
each person's principal address and business telephone is 26 Harbor Park Drive,
Port Washington, New York 11050 and (516) 484-4400.
NAME CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL OCCUPATIONS, POSITIONS, OFFICES OR
EMPLOYMENT DURING THE PAST FIVE YEARS; NAME
AND PRINCIPAL BUSINESS
Bert E. Brodsky Bert E. Brodsky has been Chairman and Treasurer of the
Company since June 1, 1983 and was President from December
1989 through January 2000. From August 1983 through November
1984, from December 1988 through January 1991, from February
1998 to June 1998 and from December 1998 to present, Mr.
Brodsky served as Chairman of National Medical Health Card
Systems, Inc. ("Health Card") and, from June 1998 through
December 1998, served as President of Health Card. From
October 1983 through December 1993, Mr. Brodsky served as
Chairman of Compuflight, a provider of computerized flight
planning services. Since August 1980, Mr. Brodsky has served
as Chairman of P.W. Medical Management, Inc., which provides
financial and consulting services to physicians. Since 1979,
Mr. Brodsky has also served as President of Bert Brodsky
Associates, Inc., which provides consulting services.
Hugh Freund Hugh Freund, a founder of the Company, was the
Company's President from 1978 to November 1986, and has been
a Director of the Company since its formation in 1978. Since
November 1986, Mr. Freund has served as an Executive Vice
President of the Company and Secretary since 1995. Mr.
Freund is also President of Sandsport, the Company's
wholly-owned health care data processing subsidiary.
Additionally, Mr. Freund has been serving as the President
of Pro-Health Systems, Inc. since March 9, 1999. In addition
to managing the Company's operations, Mr. Freund has been
responsible for the marketing efforts of the Company.
Gary Stoller Gary Stoller joined the Company at the time of its
formation in 1978 as its Senior Programmer and Analyst, and
has been its Chief Information Officer and an Executive Vice
President and a Director of the Company since January 1983.
Mr. Stoller has been responsible for computer design,
programming and operations of the Company as its Chief
Technology Officer since 1995, and is the architect of the
SHARP and SanTrax systems.
Ronald L. Fish Ronald L. Fish has served as a Director of the Company
since January, 1998. Since 1975, Mr. Fish served as
Administrator, Treasurer and Director of Unlimited Care
Inc., a nursing services firm, and is a certified public
accountant. Mr. Fish serves on the Company's Audit Committee
and on the Special Committee formed to consider, evaluate
and negotiate the Merger and the Merger Agreement. In
addition, Mr. Fish has been a member of the Board of
Directors of Health Card since 2000.
Martin Bernard Martin Bernard has served as a Director of the Company
since October 22, 2001. Since 1970, Mr. Bernard has worked
in the insurance industry, most of those years working for
The Rampart Group, located in Lake Success, NY. Mr. Bernard
is a graduate of the New York Institute of Technology,
earning a degree in Business Administration and since 1997
has been a Trustee of the North Shore LIJ Health Systems.
Mr. Bernard serves on the Company's Audit Committee and on
the Special Committee formed to consider, evaluate and
negotiate the Merger and the Merger Agreement.
To the knowledge of the Company, the Acquisition Company and the members of
the Acquisition Group, during the past five years none of the foregoing
directors or executive officers have been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or have been a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding violations with respect to such laws.
Directors and Executive Officers of the Acquisition Company
Set forth in the table below are the current principal occupation or
employment, the name, principal business and address of any corporation or other
organization in which the employment or occupation is conducted, and the
material occupations, positions, offices or employment during the past five
years of each of the directors and executive officers of the Acquisition
Company. Each person identified below is a United States citizen. Unless
otherwise indicated, each person's principal address and business telephone is
26 Harbor Park Drive, Port Washington, New York 11050 and (516) 484-4400.
NAME CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT;
MATERIAL OCCUPATIONS, POSITIONS, OFFICES OR
EMPLOYMENT DURING THE PAST FIVE YEARS;
NAME AND PRINCIPAL BUSINESS
Bert E. Brodsky Bert E. Brodsky is a member of the Board of Directors
of the Acquisition Company and has been Chairman and
Treasurer of the Company since June 1, 1983 and was
President from December 1989 through January 2000. From
August 1983 through November 1984, from December 1988
through January 1991, from February 1998 to June 1998 and
from December 1998 to present, Mr. Brodsky served as
Chairman of Health Card and, from June 1998 through December
1998, served as President of Health Card. From October 1983
through December 1993, Mr. Brodsky served as Chairman of
Compuflight, a provider of computerized flight planning
services. Since August 1980, Mr. Brodsky has served as
Chairman of P.W. Medical Management, Inc., which provides
financial and consulting services to physicians. Since 1979,
Mr. Brodsky has also served as President of Bert Brodsky
Associates, Inc., which provides consulting services.
Jessica Brodsky
Miller Jessica Brodsky Miller is a member of the Board of
Directors and is the President of the Acquisition Company.
Since 1997, Ms. Brodsky-Miller has been employed by Medical
Arts Office Services, Inc. ("MAOS"), a company that provides
accounting, bookkeeping and legal services. MAOS has its
address at 26 Harbor Park Drive, Port Washington, New York
11050.
David Craig
Brodsky David Brodsky is the Vice President of the Acquisition
Company. Since 1997, Mr. Brodsky has been employed by MAOS.
Mr. Brodsky is also the sole managing member of
Designw.u.r.x. LLC ("Designw.u.r.x."), a company principally
involved in web-based graphic design and advertising.
Designw.u.r.x. has its address at 26 Harbor Park Drive, Port
Washington, New York 11050.
Jeffrey Holden
Brodsky Jeffrey Brodsky is the Secretary and Treasurer of the
Acquisition Company. Since 1997, Mr. Brodsky has been
employed by MAOS. Mr. Brodsky is also the Vice President of
Identification Data & Imaging, LLC ("IDI"), a company
principally involved in providing electronic identification
system services. IDI has its address at 26 Harbor Park
Drive, Port Washington, New York 11050.
To the knowledge of the Company, the Acquisition Company and the
Acquisition Group, during the past five years none of the foregoing directors or
executive officers have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding violations with respect to such laws.
Members of the Acquisition Group
Set forth in the table below are the current principal occupation or
employment, the name, principal business and address of any corporation or other
organization in which the employment or occupation is conducted, and the
material occupations, positions, offices or employment during the past five
years of each of the members of the Acquisition Group. Each person identified
below is a United States citizen. Unless otherwise indicated, each person's
principal address and business telephone is 26 Harbor Park Drive, Port
Washington, New York 11050 and (516) 484-4400.
NAME CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL
OCCUPATIONS, POSITIONS, OFFICES OR EMPLOYMENT DURING
DURING THE PAST FIVE YEARS; NAME AND PRINCIPAL BUSINESS
Bert E. Brodsky Bert E. Brodsky is a member of the Board of Directors
of the Acquisition Company and has been Chairman and
Treasurer of the Company since June 1, 1983 and was
President from December 1989 through January 2000. From
August 1983 through November 1984, from December 1988
through January 1991, from February 1998 to June 1998 and
from December 1998 to present, Mr. Brodsky served as
Chairman of Health Card and, from June 1998 through December
1998, served as President of Health Card. From October 1983
through December 1993, Mr. Brodsky served as Chairman of
Compuflight, a provider of computerized flight planning
services. Since August 1980, Mr. Brodsky has served as
Chairman of P.W. Medical Management, Inc., which provides
financial and consulting services to physicians. Since 1979,
Mr. Brodsky has also served as President of Bert Brodsky
Associates, Inc., which provides consulting services.
Hugh Freund Hugh Freund, a founder of the Company, was the
Company's President from 1978 to November 1986, and has been
a Director of the Company since its formation in 1978. Since
November 1986, Mr. Freund has served as an Executive Vice
President of the Company and Secretary since 1995. Mr.
Freund is also President of Sandsport, the Company's
wholly-owned health care data processing subsidiary.
Additionally, Mr. Freund has been serving as the President
of Pro-Health Systems, Inc. since March 9, 1999. In addition
to managing the Company's operations, Mr. Freund has been
responsible for the marketing efforts of the Company.
Gary Stoller Gary Stoller joined the Company at the time of its
formation in 1978 as its Senior Programmer and Analyst, and
has been its Chief Information Officer and an Executive Vice
President and a Director of the Company since January 1983.
Mr. Stoller has been responsible for computer design,
programming and operations of the Company as its Chief
Technology Officer since 1995, and is the architect of the
SHARP and SanTrax systems.
Jessica Brodsky
Miller Jessica Brodsky Miller is a member of the Board of
Directors and is the President of the Acquisition Company.
Since 1997, Ms. Brodsky-Miller has been employed by Medical
Arts Office Services, Inc. ("MAOS"), a company that provides
accounting, bookkeeping and legal services. MAOS has its
address at 26 Harbor Park Drive, Port Washington, New York
11050.
David Craig
Brodsky David Brodsky is the Vice President of the Acquisition
Company. Since 1997, Mr. Brodsky has been employed by MAOS.
Mr. Brodsky is also the sole managing member of
Designw.u.r.x. LLC ("Designw.u.r.x."), a company principally
involved in web-based graphic design and advertising.
Designw.u.r.x. has its address at 26 Harbor Park Drive, Port
Washington, New York 11050.
Jeffrey Holden
Brodsky Jeffrey Brodsky is the Secretary and Treasurer of the
Acquisition Company. Since 1997, Mr. Brodsky has been
employed by MAOS. Mr. Brodsky is also the Vice President of
Identification Data & Imaging, LLC ("IDI"), a company
principally involved in providing electronic identification
system services. IDI has its address at 26 Harbor Park
Drive, Port Washington, New York 11050.
Muriel M. Brodsky Since 1997, Muriel Brodsky has been employed as a
substitute teacher by the Port Washington Union Free School
District and the Great Neck Union Free School District. The
Port Washington Union Free School District has its address
at Campus Drive, Port Washington, NY 11050. The Great Neck
Union Free School District has its address at 345 Lakeville
Road, Great Neck, NY 11020.
Lee J. Brodsky Lee Brodsky is presently a student at Emory University
in Atlanta, Georgia. Since 1997, Mr. Brodsky has been
employed by MAOS. MAOS has its address at 26 Harbor Park
Drive, Port Washington, New York 11050.
Emily Freund Since February 2000, Emily Freund has been employed by
Another Line, Inc. as a Sales Manager. Another Line is a
fashion accessories design center that develops custom
tailored products. Another Line has its address at 26381 Via
de Anza, San Juan Capistrano, CA 92675. From October 1994
until February 2000, Ms. Freund was an Administrative
Assistant Vice President at LeSportsac, Inc., a company that
manufactures and distributes nylon accessory bags and
luggage. LeSportsac has its address at 50 Lance Avenue, Hot
Springs, NC 28743.
Leland Freund Since February 2002, Leland Freund has been employed by
Comedy Central, Inc. as a Sales Manager. Comedy Central is
an all comedy television network. Comedy Central has its
address at 1775 Broadway, 10th Flr., New York, NY 10019.
From February 2000 until February 2002 Mr. Freund was
employed as an Account Executive by DoubleClick, Inc., a
company that principally provides marketing infrastructure
in the digital world. DoubleClick has its address at 450 W.
33rd Street, 16th Floor, New York, New York 10001. From
January 1999 until February 2000, Mr. Freund was employed as
an Account Executive by The Weather Channel, Inc., a company
that operates an all weather television network. The Weather
Channel has its address at 300 Interstate North Parkway SE,
Atlanta, GA 30339. From January 1998 until January 1999, Mr.
Freund was employed as a Marketing Manager by Exco plc., a
brokerage company involved in trading energy and other
commodities. In 1998, Exco plc and Intercapital merged to
form Intercapital plc in London and in 1999, Intercapital
plc and Garban plc merged to form Garban Intercapital plc.
Garban Intercapital is a leading securities and derivatives
broker. Garban Intercapital has its principal address in
Frankfurt, Germany.
Gertrude Kay Gertrude Kay is presently retired and has been for over
five years.
Gary Stoller and Gary Stoller joined the Company at the time of its formation
Susan Stoller as in 1978 as its Senior Programmer and Analyst, and has been
Custodians for its Chief Information Officer and and Executive Vice
Joseph Bailey President and a Director of the Company since January 1983.
under the New York Mr. Stoller has been responsible for computer design,
Uniform Transfer programming and operations of the Company as its Chief
to Minors Act Technology Officer since 1995, and is the architect of the
SHARP and SanTrax systems. Susan Stoller is the wife of
Gary Stoller and has not been employed at any time during
the past five years.
Gary Stoller and Gary Stoller joined the Company at the time of its formation
Susan Stoller as in 1978 as its Senior Programmer and Analyst, and has been
Custodians for its Chief Information Officer and and Executive Vice
Jennifer Stoller President and a Director of the Company since January 1983.
under the New York Mr. Stoller has been responsible for computer design,
Uniform Transfer programming and operations of the Company as its Chief
to Minors Act Technology Officer since 1995, and is the architect of the
SHARP and SanTrax systems. Susan Stoller is the wife of
Gary Stoller and has not been employed at any time during
the past five years.
The Bert E. Brodsky
Revocable Trust The Bert E. Brodsky Revocable Trust is a revocable
trust settled by Bert E. Brodsky on May 24, 1999 under the
laws of the State of New York for the benefit of Mr.
Brodsky's wife, Muriel Brodsky. The Trustee of the trust is
Muriel Brodsky.
To the knowledge of the Company, the Acquisition Company and the members of
the Acquisition Group, during the past five years none of the foregoing members
of the Acquisition Group have been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors) or have been a party to a civil
proceeding of a judicial or administrative body of competent jurisdiction
resulting in a judgment, decree or final order enjoining future violations of,
or prohibiting or mandating activities subject to, federal or state securities
laws, or finding violations with respect to such laws.
Item 4. Terms of the Transaction.
REGULATION M-A
ITEM 1004(a), (c)-(f)
(a)(1) Not applicable.
(a)(2)(i) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger" and "Summary
Term Sheet" is incorporated herein by reference.
(a)(2)(ii) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet", "Special Meeting - Proposal to be Considered at the
Special Meeting" and "The Merger - Effective Time of the Merger"
is incorporated herein by reference.
(a)(2)(iii) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Reasons for Engaging in the
Transaction", "Special Factors - Recommendation of the Special
Committee and the Board of Directors; Fairness of the Merger",
"Special Factors - Reasons for the Recommendation of the Special
Committee", "Special Factors - Reasons for the Recommendation of
the Board of Directors", "Special Factors - Sandata Acquisition
Corp.'s and the Acquisition Group's Position as to the Fairness
of the Merger" and "Special Factors - Purpose and Structure of
the Merger; Certain Effects of the Merger; Plans or Proposals
After the Merger" is incorporated herein by reference.
(a)(2)(iv) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger" and "Special
Meeting - Voting Rights; Vote Required" is incorporated herein by
reference.
(a)(2)(v) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Reasons for Engaging in the Transaction", "Summary Term
Sheet - Interests of our Directors and Executive Officers in the
Merger", Special Factors - Purpose and Structure of the Merger;
Certain Effects of the Merger; Plans or Proposals After the
Merger", "Special Factors - Interests of the Members of the
Acquisition Group in the Merger", "Special Factors - Interests of
our Executive Officers and Directors in the Merger", "Special
Factors - Material United States Federal Income Tax Consequences
of the Merger to our Stockholders", "Special Meeting - Proposal
to be Considered at the Special Meeting", "The Merger - Payment
of Merger Consideration and Surrender of Stock Certificates" and
"The Merger Agreement - Consideration to be Received by the
Stockholders" is incorporated herein by reference.
(a)(2)(vi) Not applicable.
(a)(2)(vii) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Material United States Federal
Income Tax Consequences" and "Special Factors - Material United
States Federal Income Tax Consequences of the Merger to our
Stockholders" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Reasons for Engaging in the Transaction", "Summary Term
Sheet - Interests of our Directors and Executive Officers in the
Merger", Special Factors - Purpose and Structure of the Merger;
Certain Effects of the Merger; Plans or Proposals After the
Merger", "Special Factors - Interests of the Members of the
Acquisition Group in the Merger", "Special Factors - Interests of
our Executive Officers and Directors in the Merger", "Special
Factors - Material United States Federal Income Tax Consequences
of the Merger to our Stockholders", "Special Meeting - Proposal
to be Considered at the Special Meeting", "The Merger - Payment
of Merger Consideration and Surrender of Stock Certificates" and
"The Merger Agreement - Consideration to be Received by the
Stockholders" is incorporated herein by reference..
(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Appraisal Rights" and "The Merger
- Appraisal Rights" and the information set forth in Appendix D
of the Proxy Statement is incorporated herein by reference.
(e) None.
(f) Not applicable.
Item 5. Past Contacts, Transactions, Negotiations, and Agreements.
REGULATION M-A
ITEM 1005(a)-(c), (e)
(a)(1) The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger" and
"Special Factors - Certain Relationships between Sandata, Sandata
Acquisition Corp. and Members of the Acquisition Group" is
incorporated herein by reference.
(a)(2) The information set forth in the Proxy Statement under the
captions "Special Factors - Interests of Members of the
Acquisition Group in the Merger" and "Special Factors - Interests
of Executive Officers and Directors in the Merger" is
incorporated herein by reference.
(b)-(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Interests of Directors and
Executive Officers in the Merger", "Special Factors - Background
of the Merger", "Special Factors - Interests of Members of the
Acquisition Group in the Merger", "Special Factors - Interests of
Executive Officers and Directors in the Merger" and "Special
Factors - Certain Relationships between Sandata, Sandata
Acquisition Corp. and Members of the Acquisition Group" is
incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Interests of Directors and Executive Officers in the
Merger", "Summary Term Sheet - The Merger Agreement", "Special
Factors - Background of the Merger", "Special Factors - Interests
of Members of the Acquisition Group in the Merger", "Special
Factors - Interests of Executive Officers and Directors in the
Merger", "Special Factors - Certain Relationships between
Sandata, Sandata Acquisition Corp. and Members of the Acquisition
Group", "Special Meeting - Voting Rights; Vote Required for
Approval", "The Merger - Effective Time of the Merger" and "The
Merger Agreement - Covenants" is incorporated herein by
reference.
Item 6. Purposes of the Transaction and Plans or Proposals.
REGULATION M-A
ITEM 1006(b)-(c)(1)-(c)(8)
(b) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - The Special Meeting", "Special
Factors - Purpose and Structure of the Merger; Certain Effects of
the Merger; Plans or Proposals After the Merger" and "The Merger
Agreement - Consideration to be Received by the Stockholders" is
incorporated herein by reference.
(c)(1)-(8) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Effects of the Merger", "Summary Term Sheet - The Merger
Agreement", "Special Factors - Background of the Merger",
"Special Factors - Purpose and Structure of the Merger; Certain
Effects of the Merger; Plans or Proposals After the Merger",
"Special Factors - Interests of the Members of the Acquisition
Group in the Merger", "Special Factors - Interests of Executive
Officers and Directors in the Merger", "Special Factors - Certain
Relationships between Sandata, Sandata Acquisition Corp. and
Members of the Acquisition Group", "Special Meeting - Trading
Market and Price; Dividends; Stock Repurchases" and "The Merger -
Effective Time of the Merger" is incorporated herein by
reference.
Item 7. Purposes, Alternatives, Reasons and Effects.
REGULATION M-A
ITEM 1013
(a) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Reasons for Engaging in the
Transaction", "Special Factors - Background of the Merger" and
"Special Factors - Purpose and Structure of the Merger; Certain
Effects of the Merger; Plans or Proposals After the Merger" is
incorporated herein by reference.
(b) The information set forth in the Proxy Statement under the
captions "Special Factors - Background of the Merger", "Special
Factors - Opinion of Brean Murray", "Special Factors
-Recommendation of the Special Committee and the Board of
Directors; Fairness of the Merger" and "Special Factors - Purpose
and Structure of the Merger; Certain Effects of the Merger; Plans
or Proposals After the Merger" is incorporated herein by
reference.
(c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Reasons for Engaging in the
Transaction", "Summary Term Sheet - Recommendations of the
Special Committee and our Board of Directors", "Summary Term
Sheet - Opinion of Brean Murray", "Special Factors - Background
of the Merger", "Special Factors - Recommendation of the Special
Committee and our Board of Directors; Fairness of the Merger",
"Special Factors - Reasons for the Recommendation of the Special
Committee", "Special Factors - Reasons for the Recommendation of
the Board of Directors", "Special Factors - Sandata Acquisition
Corp.'s and the Acquisition Group's Position as to the Fairness
of the Merger" and "Special Factors - Purpose and Structure of
the Merger; Certain Effects of the Merger; Plans or Proposals
After the Merger" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Material United States Federal Income Tax Consequences",
"Summary Term Sheet - Effects of the Merger", "Special Meeting -
Proposal to be Considered at the Special Meeting", "Special
Factors - Purpose and Structure of the Merger; Certain Effects of
the Merger; Plans or Proposals After the Merger" and "Special
Factors - Material United States Federal Income Tax Consequences
of the Merger to our Stockholders" is incorporated herein by
reference.
Item 8. Fairness of the Transaction.
REGULATION M-A
ITEM 1014
(a) - (b) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Reasons for Engaging in the Transaction", "Summary Term
Sheet - Recommendations of the Special Committee", "Summary Term
Sheet - Opinion of Brean Murray & Co., Inc.", "Special Factors -
Background of the Merger", "Special Factors - Opinion of Brean
Murray", "Special Factors - Recommendation of the Special
Committee and our Board of Directors; Fairness of the Merger",
"Special Factors - Reasons for the Recommendation of the Special
Committee", "Special Factors - Reasons for the Recommendation of
the Board of Directors" and "Special Factors - Sandata
Acquisition Corp.'s and the Acquisition Group's Position as to
the Fairness of the Merger" is incorporated herein by reference.
(c) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - The Special Meeting", "Special Meeting - Voting Rights;
Vote Required for Approval", "The Merger Agreement - Conditions
to the Merger" and "The Merger Agreement - Termination of the
Merger Agreement" is incorporated herein by reference.
(d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Recommendations of the Special
Committee and our Board of Directors", "Summary Term Sheet -
Opinion of Brean Murray & Co., Inc.", "Special Factors -
Background of the Merger", "Special Factors - Opinion of Brean
Murray", "Special Factors - Recommendation of the Special
Committee and our Board of Directors; Fairness of the Merger",
"Special Factors - Reasons for the Recommendation of the Special
Committee", "Special Factors - Reasons for the Recommendation of
the Board of Directors" and "Special Factors - Sandata
Acquisition Corp.'s and the Acquisition Group's Position as to
the Fairness of the Merger" is incorporated herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary Term
Sheet - Recommendations of the Special Committee and our Board of
Directors", "Special Factors - Background of the Merger",
"Special Factors - Recommendation of the Special Committee and
our Board of Directors; Fairness of the Merger", "Special Factors
- Reasons for the Recommendation of the Special Committee",
"Special Factors - Reasons for the Recommendation of the Board of
Directors", "Special Factors - Sandata Acquisition Corp.'s and
the Acquisition Group's Position as to the Fairness of the
Merger" and "The Merger - Proposal to be Considered at the
Special Meeting" is incorporated herein by reference.
(f) Not applicable.
Item 9. Reports, Opinions, Appraisals and Negotiations.
REGULATION M-A
ITEM 1015
(a) - (c) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Opinion of Brean Murray & Co.,
Inc.", "Special Factors - Background of the Merger", "Special
Factors - Opinion of Brean Murray", "Special Factors - Our
Forecasts", "Special Factors - Recommendation of the Special
Committee and our Board of Directors; Fairness of the Merger",
"Special Factors - Reasons for the Recommendation of the Special
Committee", "Special Factors - Reasons for the Recommendation of
the Board of Directors", "Special Factors - Sandata Acquisition
Corp.'s and the Acquisition Group's Position as to the Fairness
of the Merger" and "The Merger - Financing of the Merger; Fees
and Expenses of the Merger" is incorporated herein by reference.
The full text of the Brean Murray & Co., Inc. Opinion, dated
October 28, 2002, is attached to the Proxy Statement as Appendix
B.
Item 10. Source and Amount of Funds or Other Considerations.
REGULATION M-A
ITEM 1007
(a)- (d) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - The Merger - Financing of the
Merger", "The Merger - Financing the Merger; Fees and Expenses of
the Merger" and "The Merger Agreement - Covenants" is
incorporated herein by reference.
Item 11. Interest in Securities of the Subject Company
REGULATION M-A
ITEM 1008
(a) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Interests of our Directors and
Executive Officers in the Merger", "Special Factors - Background
of the Merger", "Special Factors - Interests of Members of the
Acquisition Group in the Merger", "Special Factors - Interests of
Executive Officers and Directors in the Merger" and "Special
Factors - Certain Relationships Between Sandata, Sandata
Acquisition Corp. and Members of the Acquisition Group" and
"Special Meeting - Voting Rights; Vote Required for Approval", is
incorporated herein by reference.
(b)(1)-(5) The information set forth in the Proxy Statement under the
caption "Special Factors - Interests of Executive Officers and
Directors in the Merger - Transactions in Common Stock by Certain
Persons" is incorporated herein by reference.
Item 12. The Solicitation or Recommendation.
REGULATION M-A
ITEM 1012(d)-(e)
(d) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Special
Meeting - Proposal to be Considered at the Special Meeting",
"Special Meeting - Voting Rights; Vote Required for Approval" and
"Special Factors - Recommendation of the Special Committee and
our Board of Directors; Fairness of the Merger" is incorporated
herein by reference.
(e) The information set forth in the Proxy Statement under the
captions "Summary Term Sheet - Recommendations of the Special
Committee and our Board of Directors", "Special Factors -
Background of the Merger", "Special Factors - Recommendation of
the Special Committee and our Board of Directors; Fairness of the
Merger", "Special Factors - Reasons for the Recommendation of the
Special Committee", "Special Factors - Reasons for the
Recommendation of the Board of Directors" and "Special Factors -
Sandata Acquisition Corp.'s and the Acquisition Group's Position
as to the Fairness of the Merger" is incorporated herein by
reference.
Item 13. Financial Statements.
REGULATION M-A
ITEM 1010(a)-(b)
(a) The information set forth in Appendices E, F, G, H and I of
the Proxy Statement is incorporated herein by reference.
(b) Not applicable.
Item 14. Persons/Assets, Retained, Employed, Compensated or Used.
REGULATION M-A
ITEM 1009
(a)-(b) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Special
Factors - Opinion of Brean Murray", "Special Factors -
Recommendation of the Special Committee and the Board of
Directors", "Special Factors - Reasons for the Recommendation of
the Special Committee", "Special Factors - Reasons for the
Recommendation of the Board of Directors", "Special Meeting -
Introduction", "Special Meeting - Solicitation of Proxies", "The
Merger - Financing of the Merger; Fees and Expenses of the
Merger" and "Other Matters - Expenses of Solicitation" is
incorporated herein by reference.
Item 15. Additional Information
REGULATION M-A
ITEM 1011(b)
(b) The information set forth in the Proxy Statement and
Exhibits thereto is incorporated herein by reference.
Item 16. Exhibits.
REGULATION M-A
ITEM 1016(a)-(d), (f)-(g)
(a) Preliminary Proxy Statement of Sandata, dated January 27,
2003, is incorporated herein by reference.
(b) Not applicable.
(c) Opinion of Brean Murray & Co., Inc., dated October 28, 2002,
attached as Appendix B to the Proxy Statement, is incorporated
herein by reference.
Presentation of Brean Murray & Co., Inc., dated October 28,
2002, attached as Appendix C-1 to the Proxy Statement,
is incorporated herein by reference.
Presentation of Brean Murray & Co., Inc., dated August 27,
2002, attached as Appendix C-2 to the Proxy Statement,
is incorporated herein by reference.
Presentation of Brean Murray & Co., Inc., dated August 20,
2002, attached as Appendix C-3 to the Proxy Statement,
is incorporated herein by reference.
(d) Not applicable.
(f) Section 262 of the Delaware General Corporation Law, attached
as Appendix D to the Proxy Statement, is incorporated herein
by reference.
(g) Not applicable.
SIGNATURE
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: January 28, 2003
SANDATA TECHNOLOGIES, INC.
By: /s/Bert E. Brodsky
--------------------------------------------
Name: Bert E. Brodsky
Title: Chairman and Chief Executive Officer
SANDATA ACQUISITION CORP.
By: /s/Jessica Brodsky Miller
--------------------------------------------
Name: Jessica Brodsky Miller
Title: President
/s/ Bert E. Brodsky
--------------------------
Bert E. Brodsky
/s/ Hugh Freund
--------------------------
Hugh Freund
/s/ Gary Stoller
--------------------------
Gary Stoller
/s/ Jessica Brodsky Miller
--------------------------
Jessica Brodsky Miller
/s/ David C. Brodsky
--------------------------
David C. Brodsky
/s/ Jeffrey H. Brodsky
--------------------------
Jeffrey H. Brodsky
/s/ Lee J. Brodsky
--------------------------
Lee J. Brodsky
/s/ Muriel Brodsky
--------------------------
Muriel Brodsky
/s/ Emily Freund
--------------------------
Emily Freund
/s/ Leland Freund
--------------------------
Leland Freund
/s/ Carol Freund, Attorney-in-fact for Gertrude Kay
---------------------------------------------------
Gertrude Kay
/s/Gary Stoller /s/Susan Stoller
--------------------------------
Gary Stoller and Susan Stoller
as Custodians for
Joseph Bailey under the NYUTMA
/s/Gary Stoller /s/Susan Stoller
--------------------------------
Gary Stoller and Susan Stoller
as Custodians for
Jennifer Stoller under the NYUTMA
The Bert E. Brodsky Revocable Trust
By: /s/ Muriel Brodsky
-----------------------------
Muriel Brodsky, Trustee