-----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, AGsEhFTezdRQNJML0apSJzwVKDBw1lq1MSADRfY5PLgxfWkab6KVarc5LNTJxkA+ 2EhrKBYc5jSDPAiso+la8w== 0001104659-08-010342.txt : 20080214 0001104659-08-010342.hdr.sgml : 20080214 20080214082420 ACCESSION NUMBER: 0001104659-08-010342 CONFORMED SUBMISSION TYPE: SC 13G/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 20080214 DATE AS OF CHANGE: 20080214 GROUP MEMBERS: LIBERTY VENTURES I, L.P. GROUP MEMBERS: LIBERTY VENTURES II, L.P. SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: MEDecision, Inc. CENTRAL INDEX KEY: 0001367705 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 232530889 STATE OF INCORPORATION: PA FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-82311 FILM NUMBER: 08608458 BUSINESS ADDRESS: STREET 1: CHESTERBROOK CORPORATE CENTER STREET 2: 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 BUSINESS PHONE: 610-540-0202 MAIL ADDRESS: STREET 1: CHESTERBROOK CORPORATE CENTER STREET 2: 601 LEE ROAD CITY: WAYNE STATE: PA ZIP: 19087 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: MORSE THOMAS R CENTRAL INDEX KEY: 0001287757 FILING VALUES: FORM TYPE: SC 13G/A MAIL ADDRESS: STREET 1: ONE COMMERCE SQ 2005 MARKET STR STREET 2: C/O LIBERTY VENTURE PARTNERS CITY: PHILADELPHIA STATE: PA ZIP: 19103 SC 13G/A 1 a08-5308_2sc13ga.htm SC 13G/A

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE COMMISSION

 

 

Washington, D.C. 20549

 

 

 

 

SCHEDULE 13G

(Rule 13d-102)

 

Information To Be Included In Statements Filed Pursuant

To Rules 13d-1(b), (c), and (d) and Amendments Thereto Filed

Pursuant To Rule 13d-2

 

Under the Securities Exchange Act of 1934
(Amendment No.  1)*

 

MEDecision, Inc.

(Name of Issuer)

Common Stock

(Title of Class of Securities)

58406P102

(CUSIP Number)

December 31, 2007

(Date of Event Which Requires Filing of this Statement)

Check the appropriate box to designate the rule pursuant to which this Schedule is filed:

o

Rule 13d-1(b)

o

Rule 13d-1(c)

x

Rule 13d-1(d)

 


*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 the disclosures provided in a prior cover page.

 

The information required in 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).

 



 

CUSIP No. 58406P102

 

 

1.

Names of Reporting Persons
Liberty Ventures I, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
1,146,285

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
1,146,285

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,146,285

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
7.0%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

1



 

CUSIP No. 58406P102

 

 

1.

Names of Reporting Persons
Liberty Ventures II, L.P.

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
Delaware

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
301,133

 

6.

Shared Voting Power
0

 

7.

Sole Dispositive Power
301,133

 

8.

Shared Dispositive Power
0

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
301,133

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
1.9%

 

 

12.

Type of Reporting Person (See Instructions)
PN

 

2



 

CUSIP No. 58406P102

 

 

1.

Names of Reporting Persons
Thomas R. Morse

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

o

 

 

(b)

o

 

 

3.

SEC Use Only

 

 

4.

Citizenship or Place of Organization
United States of America

 

 

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

5.

Sole Voting Power
23,581

 

6.

Shared Voting Power
1,447,418

 

7.

Sole Dispositive Power
23,581

 

8.

Shared Dispositive Power
1,447,418

 

 

9.

Aggregate Amount Beneficially Owned by Each Reporting Person
1,470,999

 

 

10.

Check if the Aggregate Amount in Row (9) Excludes Certain Shares (See Instructions)  o

 

 

11.

Percent of Class Represented by Amount in Row (9)
9.0%

 

 

12.

Type of Reporting Person (See Instructions)
IN

 

3



 

This Amendment No. 1 to Schedule 13G amends and restates the initial statement on Schedule 13G filed by the Reporting Persons (as defined below) and Commonwealth Venture Partners II, L.P. (“Commonwealth Venture Partners”) with the Securities and Exchange Commission on February 14, 2007.  In September 2007, Commonwealth Venture Partners made a pro rata distribution to its partners of all the shares held by it of the Issuer’s (as defined below) Common Stock (as defined below).  As a result of this distribution, Commonwealth Venture Partners no longer owns any shares of the Issuer’s Common Stock and is no longer a reporting person.  Commonwealth Venture Partners was dissolved prior to December 31, 2007, and therefore, is not a signatory hereto.

 

Item 1.

 

(a)

Name of Issuer
MEDecision, Inc., a Pennsylvania corporation (the “Issuer”)

 

(b)

Address of Issuer’s Principal Executive Offices
601 Lee Road

Chesterbrook Corporate Center

Wayne, Pennsylvania 19087

 

Item 2.

 

(a)

Name of Person Filing
Liberty Ventures I, L.P.

Liberty Ventures II, L.P.

Thomas R. Morse

 

The foregoing persons are sometimes individually referred to herein as a “Reporting Person” and collectively as the “Reporting Persons.”

 

(b)

Address of Principal Business Office or, if none, Residence
The address of the principal business offices of each of the Reporting Persons is c/o Liberty Venture Partners, 2001 Market Street, Suite 3820, Philadelphia, Pennsylvania 19103. 

 

(c)

Citizenship
Liberty Ventures I, L.P. is a Delaware limited partnership. 

Liberty Ventures II, L.P. is a Delaware limited partnership. 

Thomas R. Morse is a citizen of the United States of America.

 

(d)

Title of Class of Securities
common stock, no par value per share (the “Common Stock”)

 

(e)

CUSIP Number
58406P102

Item 3.

If this statement is filed pursuant to §§240.13d-1(b) or 240.13d-2(b) or (c), check whether the person filing is a:

 

(a)

o

Broker or dealer registered under section 15 of the Act (15 U.S.C. 78o).

 

(b)

o

Bank as defined in section 3(a)(6) of the Act (15 U.S.C. 78c).

 

(c)

o

Insurance company as defined in section 3(a)(19) of the Act (15 U.S.C. 78c).

 

(d)

o

Investment company registered under section 8 of the Investment Company Act of 1940 (15 U.S.C. 80a-8).

 

(e)

o

An investment adviser in accordance with §240.13d-1(b)(1)(ii)(E);

 

(f)

o

An employee benefit plan or endowment fund in accordance with §240.13d-1(b)(1)(ii)(F);

 

(g)

o

A parent holding company or control person in accordance with §240.13d-1(b)(1)(ii)(G);

 

(h)

o

A savings association as defined in Section 3(b) of the Federal Deposit Insurance Act (12 U.S.C. 1813);

 

(i)

o

A church plan that is excluded from the definition of an investment company under section 3(c)(14) of the Investment Company Act of 1940 (15 U.S.C. 80a-3);

 

(j)

o

Group, in accordance with §240.13d-1(b)(1)(ii)(J).

 

4



 

Item 4.

Ownership

Provide the following information regarding the aggregate number and percentage of the class of securities of the issuer identified in Item 1.

 

(a)

Amount beneficially owned:   

 

(1) As of December 31, 2007, Liberty Ventures I, L.P. beneficially owned an aggregate of 1,146,285 shares of Common Stock.

(2) As of December 31, 2007, Liberty Ventures II, L.P. beneficially owned an aggregate of 301,133 shares of Common Stock. 

(3) As of December 31, 2007, Mr. Morse beneficially owned an aggregate of 1,470,999 shares of Common Stock which included (A) 23,581 shares of Common Stock directly owned by Mr. Morse as of such date, (B) 1,146,285 shares of Common Stock directly owned by Liberty Ventures I, L.P. as of such date and (C) 301,133 shares of Common Stock directly owned by Liberty Ventures II, L.P. as of such date. 

 

Mr. Morse is (A) the president and sole stockholder of the general partner of Liberty Ventures I, L.P. and (B) a managing director of the general partner of Liberty Ventures II, L.P.

 

The filing of this statement shall not be construed as an admission that each of the Reporting Persons is, for the purposes of Sections 13(d) or 13(g) of the Securities Exchange Act of 1934, as amended, the beneficial owner of any securities covered by this statement, other than the shares of Common Stock reported in this statement as being directly owned by such Reporting Person as of December 31, 2007.

 

(b)

Percent of class:   

 

(1) As of December 31, 2007, Liberty Ventures I, L.P. beneficially owned approximately 7.0% of the class. 

(2) As of December 31, 2007, Liberty Ventures II, L.P. beneficially owned approximately 1.9% of the class.

(3) As of December 31, 2007, Mr. Morse beneficially owned approximately 9.0% of the class.

The percentages expressed herein are calculated based upon 16,263,831 shares of Common Stock outstanding as of December 31, 2007.

 

(c)

Number of shares as to which the person has:

 

 

(i)

Sole power to vote or to direct the vote   

(1) As of December 31, 2007, Liberty Ventures I, L.P. had sole power to vote or to direct the vote of 1,146,285 shares of Common Stock. 

(2) As of December 31, 2007, Liberty Ventures II, L.P. had sole power to vote or to direct the vote of 301,133 shares of Common Stock. 

(3) As of December 31, 2007, Mr. Morse had sole power to vote or to direct the vote of 23,581 shares of Common Stock. 

 

 

(ii)

Shared power to vote or to direct the vote    

As of December 31, 2007, Mr. Morse shared the power to vote or to direct the vote of 1,447,418 shares of Common Stock which included (A) 1,146,285 shares of Common Stock directly owned by Liberty Ventures I, L.P. as of such date and (B) 301,133 shares of Common Stock directly owned by Liberty Ventures II, L.P. as of such date. 

 

5



 

 

 

(iii)

Sole power to dispose or to direct the disposition of   

(1) As of December 31, 2007, Liberty Ventures I, L.P. had sole power to dispose or to direct the disposition of 1,146,285 shares of Common Stock. 

(2) As of December 31, 2007, Liberty Ventures II, L.P. had sole power to dispose or to direct the disposition of 301,133 shares of Common Stock. 

(3) As of December 31, 2007, Mr. Morse had sole power to dispose or to direct the disposition of 23,581 shares of Common Stock.   

 

 

(iv)

Shared power to dispose or to direct the disposition of   

As of December 31, 2007, Mr. Morse shared the power to dispose or to direct the disposition of 1,447,418 shares of Common Stock which included (A) 1,146,285 shares of Common Stock directly owned by Liberty Ventures I, L.P. as of such date and (B) 301,133 shares of Common Stock directly owned by Liberty Ventures II, L.P. as of such date. 

 

Item 5.

Ownership of Five Percent or Less of a Class

If this statement is being filed to report the fact that as of the date hereof the reporting person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following   o.

 

Item 6.

Ownership of More than Five Percent on Behalf of Another Person

Not applicable.

 

Item 7.

Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company or Control Person

Not applicable.

 

Item 8.

Identification and Classification of Members of the Group

Not applicable.

Item 9.

Notice of Dissolution of Group

Not applicable.

 

7



 

Item 10.

Certification

Not applicable.

 

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.

 

 

Date: February 14, 2008

 

Liberty Ventures I, L.P.
By: Liberty Ventures, Inc.,
Its General Partner

 

 

 

 

 

 

By:

/s/ Thomas R. Morse

 

 

 

 

Name: Thomas R. Morse
Title:  President

 

 

 

 

 

 

 

 

 

 

Liberty Ventures II, L.P.
By: Liberty Venture Partners II, LLC,
Its General Partner

 

 

 

 

 

 

 

By:

/s/ Thomas R. Morse

 

 

 

 

Name: Thomas R. Morse
Title:  Managing Director

 

 

 

 

 

 

 

 

 

 

/s/ Thomas R. Morse

 

 

 

Thomas R. Morse

 

8



 

EXHIBIT INDEX

 

Exhibit 1.

 

Joint Filing Agreement

 



 

Exhibit 1

 

Joint Filing Agreement

 

The undersigned hereby agree that the statement on Amendment No. 1 to Schedule 13G, dated as of the date hereof (the “Statement”), with respect to the common stock, no par value per share, of MEDecision, Inc., a Pennsylvania corporation, is, and any amendments thereto executed by each of us shall be, filed on behalf of each of us pursuant to and in accordance with the provisions of Rule 13d-1(k)(1) under the Securities and Exchange Act of 1934, as amended, and that this Joint Filing Agreement shall be included as an exhibit to the Statement and each such amendment.  Each of the undersigned agrees to be responsible for the timely filing of the Schedule 13G and any amendments thereto, and for the completeness and accuracy of the information concerning itself contained therein.  This Joint Filing Agreement may be executed in any number of counterparts, all of which taken together shall constitute one and the same instrument.

 

IN WITNESS WHEREOF, the undersigned have executed this Joint Filing Agreement as of the 14th day of February, 2008.

 

LIBERTY VENTURES I, L.P.

By: Liberty Ventures, Inc.,

Its General Partner

 

 

By:

 /s/ Thomas R. Morse

 

 

Name: Thomas R. Morse

 

Title: President

 

 

LIBERTY VENTURES II, L.P.

By: Liberty Venture Partners II, LLC,

Its General Partner

 

 

By:

/s/ Thomas R. Morse

 

 

Name: Thomas R. Morse

 

Title: Managing Director

 

 

/s/ Thomas R. Morse

 

Thomas R. Morse

 


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