UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(Amendment No.)*
INTEGRAL SYSTEMS, INC.
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(Name of Issuer)
COMMON STOCK, (PAR VALUE $0.01 Per Share)
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(Title of Class of Securities)
45810H107
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(CUSIP Number)
Gilbert H. Davis
Sims Moss Kline & Davis LLP
Three Ravinia Drive, Suite 1700
Atlanta, GA 30346
(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
JULY 6, 2010
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(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 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).
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Page 1 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Vintage Partners, L.P.
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
WC
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5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,750,000
REPORTING
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
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10 SHARED DISPOSITIVE POWER
1,750,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented By Amount in Row (11)
9.9%
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14 Type of Reporting Person (See Instructions)
PN
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Page 2 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Vintage Partners GP, LLC
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,750,000
REPORTING
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,750,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented By Amount in Row (11)
9.9%
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14 Type of Reporting Person (See Instructions)
OO
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Page 3 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Vintage Capital Management, LLC
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,750,000
REPORTING
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,750,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000
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12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
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13 Percent of Class Represented By Amount in Row (11)
9.9%
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14 Type of Reporting Person (See Instructions)
OO
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Page 4 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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1 Names of Reporting Persons
I.R.S. Identification Nos. of above persons (entities only).
Brian R. Kahn
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2 Check the Appropriate Box if a Member of a Group (See
Instructions)
a. [ ]
b. [ ]
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3 SEC Use Only
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4 Source of Funds (See Instructions)
OO
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5 Check if Disclosure of Legal Proceedings Is Required
Pursuant to Items 2(d) or 2(e) [ ]
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6 Citizenship or Place of Organization
Delaware
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7 SOLE VOTING POWER
NUMBER OF None
SHARES
BENEFICIALLY ----------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 1,750,000
REPORTING
PERSON ----------------------------------------------------------
WITH 9 SOLE DISPOSITIVE POWER
None
----------------------------------------------------------
10 SHARED DISPOSITIVE POWER
1,750,000
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11 Aggregate Amount Beneficially Owned by Each Reporting Person
1,750,000
- -------------------------------------------------------------------------------
12 Check if the Aggregate Amount in Row (11) Excludes Certain Shares
(See Instructions) [ ]
- -------------------------------------------------------------------------------
13 Percent of Class Represented By Amount in Row (11)
9.9%
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14 Type of Reporting Person (See Instructions)
IN
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Page 5 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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Item 1. Security and Issuer
-------------------
This Statement relates to shares (the Shares) of common stock, par
value $0.01 per share (the Common Stock) of Integral Systems, Inc.,
a Maryland corporation (the Issuer), which has its principal
executive offices at 6721 Columbia Gateway Drive, Columbia, MD 21046.
Item 2. Identity and Background
-----------------------
(a) This statement is filed by:
(i) Vintage Partners, L.P., a Delaware limited partnership
(Vintage Partners), with respect to the Shares directly
and beneficially owned by it;
(ii) Vintage Partners GP, LLC, a Delaware limited liability
company (Vintage Partners GP), who serves as the general
partner of Vintage Partners, with respect to the Shares
beneficially owned by it;
(iii) Vintage Capital Management, LLC, a Delaware limited
liability company (Vintage Capital), who serves as the
investment manager for Vintage Partners, with respect to
the Shares beneficially owned by it; and
(iv) Brian R. Kahn (Kahn), who serves as the sole manager of
Vintage Partners GP and one of the managing members of
Vintage Capital, with respect to the Shares beneficially
owned by him.
Each of the foregoing is referred to as a Reporting Person and
collectively as the Reporting Persons. Each of the Reporting
Persons is party to that certain Joint Filing Agreement, as further
described in Item 6. Accordingly, the Reporting Persons are hereby
filing a joint Schedule 13D.
(b) The address of the principal office of each of the Reporting
Persons is 5506 Worsham Court, Windermere, FL 34786. The managers
and controlling owners of Vintage Partners GP and their principal
occupations and business addresses are set forth on Schedule B
and incorporated by reference in this Item 2. The managers
and controlling owners of Vintage Capital and their principal
occupations and business addresses are set forth on Schedule C
and incorporated by reference in this Item 2.
(c) The principal business of Vintage Partners is serving as a private
investment fund. Vintage Partners has been formed for the purpose
of making equity investments in companies. The principal business of
Vintage Partner GP is acting as the general partner of Vintage
Partners. The principal business of Vintage Capital is acting as the
investment manager of Vintage Partners. Kahn is engaged in a private
investment management business.
Page 6 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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(d) No Reporting Person, nor any person listed on Schedule B or Schedule
C, each annexed hereto, has, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or
similar misdemeanors)
(e) No Reporting Person, nor any person listed on Schedule B or Schedule
C, each annexed hereto, has, during the last five years, been 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 future
violations of, or prohibiting or mandating activities subject to,
federal or state securities laws, or finding any violation with
respect to such laws.
(f) Mr. Kahn is a citizen of the United States of America
Item 3. Source and Amount of Funds or Other Consideration
-------------------------------------------------
All of the Shares to which this Statement relates were purchased by
Vintage Partners and were purchased with working capital in open
market purchases as more fully set forth in Schedule A, which is
incorporated by reference herein. The aggregate purchase cost of the
the 1,750,000 Shares reported hereunder was $11,285,696.41
(including brokerage commissions).
In the event Vintage Partners purchases additional shares of the
Issuer Common Stock, it is currently contemplated that it will
use its working capital for such purchases. As of the date of
this Statement, no other arrangements with third parties have
been made with respect to financing the acquisition of additional
shares of Issuer Common Stock.
Item 4. Purpose of Transaction
----------------------
The Reporting Persons have acquired the Issuer's Common Stock
for investment purposes, and such purchases have been made in the
Reporting Persons' ordinary course of business.
In pursuing such investment purposes, the Reporting Persons may
further purchase, hold, vote, trade, dispose or otherwise deal in
the Common Stock at times, and in such manner, as they deem advisable
to benefit from changes in market prices of such Common Stock, changes
in the Issuer's operations, business strategy or prospects, or from
sale or merger of the Issuer. To evaluate such alternatives, the
Reporting Persons will routinely monitor the Issuer's operations,
prospects, business development, management, competitive and strategic
matters, capital structure, and prevailing market conditions, as well
as other investment considerations. Consistent with its investment
research methods and evaluation criteria, the Reporting Persons may
discuss such matters with management or directors of the Issuer, other
shareholders, industry analysts, existing or potential strategic
partners or competitors, investment and financing professionals,
sources of credit and other investors. Such factors and discussions
may materially affect, and result in, the Reporting Persons' modifying
their ownership of Common Stock, exchanging information with the
Page 7 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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Issuer pursuant to appropriate confidentiality or similar
agreements, proposing changes in the Issuer's operations,
governance or capitalization, pursuing a transaction which would
result in Reporting Persons acquisition of a controlling interest in
the Issuer, or pursuing one or more of the other actions described in
subsections (a) through (j) of Item 4 of Schedule 13D.
The Reporting Persons reserve the right to formulate other plans
and/or other proposals, and take such actions with respect to their
investment in the Issuer, including any or all of the actions set
forth in paragraphs (a) through (j) of Item 4 of Schedule 13D, or
acquire additional Common Stock or dispose of all the Common Stock
beneficially owned by them, in the public market or privately
negotiated transactions. The Reporting Persons may at any time
reconsider and change their plans or proposals relating to the
foregoing.
Item 5. Interest in Securities of the Issuer
------------------------------------
The aggregate percentage of Shares reported as owned by each
Reporting Person is based upon 17,507,173 Shares outstanding, as of
April 27, 2010, which is the total number of Shares outstanding as
reported in the Issuers Quarterly Report on Form 10-Q, filed with
the Securities and Exchange Commission on May 5, 2010.
(A) Vintage Partners
(a) As of close of the close of business on July 15, 2010, Vintage
Partners directly and beneficially owned 1,750,000 Shares.
Percentage: Approximately 9.9%.
(b) 1. Sole power to vote or direct vote: None
2. Shared power to vote or direct vote: 1,750,000
3. Sole power to dispose or direct the disposition: None
4. Shared power to dispose or direct the disposition: 1,750,000
(c) The transactions in Shares by Vintage Partners during the past
sixty days are set forth on Schedule A and are incorporate herein
by reference.
(B) Vintage Partners GP
(a) Vintage Partners GP, as the general partner of Vintage Partners,
may be deemed the beneficial owner of all of the Shares owned by
Vintage Partners.
Percentage: Approximately 9.9%.
(b) 1. Sole power to vote or direct vote: None
2. Shared power to vote or direct vote: 1,750,000
3. Sole power to dispose or direct the disposition: None
4. Shared power to dispose or direct the disposition: 1,750,000
Page 8 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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(c) Vintage Partners GP has not entered into any transactions in the
Shares during the past 60 days. The transactions in the Shares
on behalf of Vintage Partners during the past sixty days are set
forth on Schedule A and are incorporated herein by reference.
(C) Vintage Capital
(a) Vintage Capital, as the investment manager of Vintage Partners,
may be deemed the beneficial owner of all of the Shares owned by
Vintage Partners.
Percentage: Approximately 9.9%.
(b) 1. Sole power to vote or direct vote: None
2. Shared power to vote or direct vote: 1,750,000
3. Sole power to dispose or direct the disposition: None
4. Shared power to dispose or direct the disposition: 1,750,000
(c) Vintage Capital has not entered into any transactions in the
Shares during the past 60 days. The transactions in the Shares
on behalf of Vintage Partners during the past sixty days are set
forth on Schedule A and are incorporated herein by reference.
(D) Kahn
(a) Mr. Kahn, who serves as the sole manager of Vintage Partners GP
and one of the managing members of Vintage Capital, may be
deemed the beneficial owner of all of the Shares owned by Vintage
Partners.
Percentage: Approximately 9.9%.
(b) 1. Sole power to vote or direct vote: None
2. Shared power to vote or direct vote: 1,750,000
3. Sole power to dispose or direct the disposition: None
4. Shared power to dispose or direct the disposition: 1,750,000
(c) Mr. Kahn has not entered into any transactions in the Shares
during the past 60 days. The transactions in the Shares
on behalf of Vintage Partners during the past sixty days are set
forth on Schedule A and are incorporated herein by reference.
(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, any Shares.
Item 6. Contracts, Arrangements, Understandings or Relationships with
Respect to Securities of the Issuer
-----------------------------------
On July 15, 2010, the Reporting Persons entered into a Joint Filing
Agreement in which the Reporting Persons agreed to the joint filing
on behalf of each of them of statements on Schedule 13D, with respect
to securities of the Issuer, to the extent required by applicable
law. A copy of this Agreement is attached hereto as Exhibit 1 and
is incorporated herein by reference.
Page 9 of 10 Pages
SCHEDULE 13D
CUSIP No. 45810H107
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Other than as described herein, the Reporting Persons filing this
Statement are not parties to any contract, arrangement,
understanding or relationships with any other person with respect
to securities of the Issuer, including but not limited to
transfer or voting of any of the securities, finder's fees,
joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving
or withholding of proxies.
Item 7. Material to be Filed as Exhibits
--------------------------------
Exhibit
1: Joint Filing Agreement dated July 15, 2010, by and among Vintage
Partners, L.P., Vintage Partners GP, LLC, Vintage Capital
Management, LLC and Brian R. Kahn.
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: July 15, 2010
/s/ BRIAN R. KAHN
----------------------------------
Brian R. Kahn, for (i) himself;
(ii) as Manager of Vintage Partners
GP, LLC, for itself and as General
Partner of Vintage Partners, L.P.;
and (iii) as Managing Member of
Vintage Capital Management, LLC,
Investment Manager of Vintage
Partners, L.P.
Page 10 of 10 Pages
Schedule A
----------
Transactions in the Shares During the Past 60 Days
--------------------------------------------------
VINTAGE PARTNERS, L.P.
Date of No. Shares Price Per
Purchase Purchased/Sold Share
-------- ------------- ----------
07/01/2010 7,096 $6.2751
07/01/2010 482,200 $6.2641
07/02/2010 381,800 $6.2503
07/06/2010 562,426 $6.2501
07/06/2010 55,724 $6.7555
07/07/2010 80,003 $7.0546
07/08/2010 10,979 $7.0529
07/09/2010 25,381 $7.3100
07/12/2010 46,546 $7.4343
07/14/2010 22,018 $7.8152
07/15/2010 75,827 $7.8673
The above transactions were open market purchases effected by
Vintage Partners on the NASDAQ National Market System.
Page A-1
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Schedule B
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Managers and Majority Owners of Vintage Partners GP, LLC
Name and Principal Principal
Position Occupation Business Address Citizenship
- -------- ---------- ---------------- -----------
Kahn Capital Investment 5506 Worsham Court Delaware
Management, LLC Management Windermere, FL 34786
Majority Owner Company
(85%)
Brian R. Kahn Investment 5506 Worsham Court United States
Sole Manager Management Windermere, FL 34786
Page B-1
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Schedule C
----------
Managers and Majority Owners of Vintage Capital Management, LLC
Name and Principal Principal
Position Occupation Business Address Citizenship
- -------- ---------- ---------------- -----------
Kahn Capital Investment 5506 Worsham Court Delaware
Management, LLC, Management Windermere, FL 34786
Majority Owner Company
(95%)
Brian R. Kahn, Investment 5506 Worsham Court United States
Manager, Member Management Windermere, FL 34786
Andrew M. Laurence, 5506 Worsham Court United States
Manager Windermere, FL 34786
Jeremy R. Nowak, 5506 Worsham Court United States
Manager Windermere, FL 34786
Page C-1