The following constitutes Amendment No. 3 (“Amendment No. 3”) to the Schedule 13D filed by the undersigned. This Amendment No. 3 amends the Schedule 13D as specifically set forth.
| Item 3. | Source and Amount of Funds or Other Consideration. |
Item 3 is hereby amended and restated to read as follows:
The aggregate purchase price of the 2,578,500 Shares owned by MMI Investments is approximately $34,196,237; the source of funds is MMI Investments’ working capital. The aggregate purchase price of the 3,500 Shares owned by MMI Plus is approximately $43,633; the source of funds is MMI Plus’ working capital.
MMI Investments and MMI Plus effect purchases of securities primarily through margin accounts maintained for them with prime brokers, which may extend margin credit to them as and when required to open or carry positions in the margin accounts, subject to applicable federal margin regulations, stock exchange rules and the prime brokers’ credit policies. In such instances, the positions held in the margin accounts are pledged as collateral security for the repayment of debit balances in the accounts.
| Item 5. | Interest in Securities of the Issuer. |
Item 5 is hereby amended and restated to read as follows:
(a)-(b) The aggregate percentage of Shares reported owned by each Reporting Person is based upon 34,354,822 Shares outstanding as of July 27, 2011, which represents an aggregate of the total number of Shares outstanding of the Issuer as reported in the Issuer’s Definitive Proxy Statement filed with the Securities and Exchange Commission on June 21, 2011 and an estimate of the total number of Shares issued pursuant to the Agreement and Plan of Merger, dated as of May 15, 2011, by and among the Issuer, IRIS Merger Sub Inc., IRIS Acquisition Sub LLC and Integral Systems.
As of the close of business on August 1, 2011, MMI Investments directly owned 2,578,500 Shares, constituting approximately 7.5% of the Shares outstanding. MMI Investments has the sole power to direct the vote and disposition of such Shares on the date of this statement. As of the close of business on August 1, 2011, MMI Plus directly owned 3,500 Shares, constituting less than 1% of the Shares outstanding. MMI Plus has the sole power to direct the vote and disposition of such Shares on the date of this statement. MCM does not directly own any Shares. However, by virtue of being the general partner of MMI Investments and MMI Plus, MCM may be deemed to be the beneficial owner of the Shares owned by MMI Investments and MMI Plus and to have sole power over the voting and disposition of such Shares as a result of its having the sole power to make voting and disposition decisions on behalf of MMI Investments and MMI Plus with respect to such Shares. MCM disclaims beneficial ownership of such Shares. Mr. Lifflander does not directly own any Shares. However, as a member of a “group” for the purposes of Rule 13d-5(b)(1) of the Securities Exchange Act of 1934, as amended, Mr. Lifflander may be deemed to beneficially own the Shares owned by MMI Investments and MMI Plus. Mr. Lifflander disclaims beneficial ownership of such Shares.
Except as described above, as of the date hereof, to each Reporting Person’s knowledge, none of the persons listed on Schedule I annexed to the initial Schedule 13D (“Schedule I”) owns any Shares or has any right to acquire, directly or indirectly, any beneficial ownership of Shares.
(c) Except for the open market transactions in the Shares by MMI Investments set forth in Schedule II attached hereto and incorporated herein by reference, there have been no transactions with respect to the Shares since the filing of Amendment No. 2 by MMI Investments, MMI Plus, MCM or Mr. Lifflander, or, to each Reporting Person’s knowledge, any of the persons listed on Schedule I.
(d) No person other than the Reporting Persons is known to have the right to receive, or the power to direct the receipt of dividends from, or proceeds from the sale of, such Shares.
(e) Not applicable.
SIGNATURES
After reasonable inquiry and to the best of his knowledge and belief, each of the undersigned certifies that the information set forth in this statement is true, complete and correct.
Dated: August 2, 2011
| | MMI INVESTMENTS, L.P. |
| | |
| | By: | MCM Capital Management, LLC General Partner |
| | |
| | By: | /s/ Alan Rivera |
| | | Alan Rivera |
| | | General Counsel |
| | MMI PLUS, L.P. |
| | |
| | By: | MCM Capital Management, LLC General Partner |
| | |
| | By: | /s/ Alan Rivera |
| | | Alan Rivera |
| | | General Counsel |
| | MCM CAPITAL MANAGEMENT, LLC |
| | |
| | By: | /s/ Alan Rivera |
| | | Alan Rivera |
| | | General Counsel |
| | /s/ Clay B. Lifflander |
| | Clay B. Lifflander |
SCHEDULE II
Transactions in the Shares Since the Filing of Amendment No. 2 to the Schedule 13D
Shares of Common Stock Purchased | Price Per Share($) | Date of Purchase |
MMI Investments, L.P. |
| 68,500 | | 10.82 | 7/29/2011 |
| 150,000 | | 10.67 | 8/01/2011 |
