SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 23)*
| Mediware Information Systems, Inc. |
(Name of Issuer)
| Common Stock, par value $.10 per share |
(Title of Class of Securities)
| 584946107 |
(CUSIP Number)
| Mr. Lawrence E. Auriana 140 East 45th Street New York, NY 10012 (212) 922-2999 |
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
| October 31, 2012 |
(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 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).
SCHEDULE 13D
| CUSIP No. 584946107 |
| 1) |
NAMES OF REPORTING PERSONS I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)
Lawrence E. Auriana | |||||
| 2) | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) (a) ¨ (b) x
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| 3) | SEC USE ONLY
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| 4) | SOURCE OF FUNDS (SEE INSTRUCTIONS)
| |||||
| 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
U.S. | |||||
| NUMBER OF SHARES BENEFICIALLY OWNED BY EACH REPORTING PERSON WITH |
7) | SOLE VOTING POWER:
2,477,525 | ||||
| 8) | SHARED VOTING POWER:
None | |||||
| 9) | SOLE DISPOSITIVE POWER:
None | |||||
| 10) | SHARED DISPOSITIVE POWER:
None | |||||
|
11) |
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,477,525 | |||||
| 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)
27.9% | |||||
| 14) |
TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN | |||||
Lawrence E. Auriana hereby amends and supplements the Schedule 13D originally filed with the Securities and Exchange Commission (the “SEC”) on August 16, 1991, as amended by Amendment No. 1 filed with the SEC on July 10, 1996, by Amendment No. 2 filed with the SEC on January 6, 2000, by Amendment No. 3 filed with the SEC on January 22, 2001, by Amendment No. 4 filed with the SEC on February 8, 2002, by Amendment No. 5 filed with the SEC on February 7, 2003, by Amendment No. 6 filed with the SEC on July 22, 2003, by Amendment No. 7 filed with the SEC on November 7, 2003, by Amendment No. 8 filed with the SEC on February 6, 2004, by Amendment No. 9 filed with the SEC on May 6, 2004, by Amendment No. 10 filed with the SEC on December 9, 2004, by Amendment No. 11 filed with the SEC on October 7, 2005, by Amendment No. 12 filed with the SEC on June 12, 2006, by Amendment No. 13 filed with the SEC on March 5, 2008, by Amendment No. 14 filed with the SEC on March 23, 2009, by Amendment No. 15 filed with the SEC on August 4, 2009, by Amendment No. 16 filed with the SEC on January 12, 2010, by Amendment No. 17 filed with the SEC on July 9, 2010, by Amendment No. 18 filed with the SEC on January 7, 2011, by Amendment No. 19 filed with the SEC on July 1, 2011, by Amendment No. 20 filed with the SEC on January 10, 2012, by Amendment No. 21 filed with the SEC on February 15, 2012 and as further amended by Amendment No. 22 filed with the SEC on September 14, 2012 (the “Schedule”) as follows:
This Schedule relates to the common stock, par value $.10 per share (“Common Stock”), of Mediware Information Systems, Inc., a New York corporation (the “Company”).
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer.
Item 6 of the Schedule is hereby supplemented by inserting the following text as the last paragraph thereof:
“On October 31, 2012, Mr. Auriana and Wall Street Access (“WSA”) entered into a letter agreement (the “Letter Agreement”) confirming that Mr. Auriana’s voting for the Merger does not constitute a technical violation of the Trading Authorization/Power of Attorney and Indemnification Form: Domestic, dated March 18, 2011, executed in favor of WSA by Mr. Auriana. WSA and Denis P. Kelleher, Chairman and Chief Executive Officer of WSA, also agreed to act in accordance with the Voting Agreement as if they were parties thereto, including not to sell or otherwise dispose of any shares of Common Stock in Mr. Auriana’s account at WSA.
The foregoing summary of the Letter Agreement does not purport to be complete and is qualified in its entirety by the Letter Agreement, which is attached hereto as Exhibit 1 and incorporated herein by reference.”
Item 7. Material To Be Filed As Exhibits.
Item 7 of the Schedule is hereby amended by adding the following Exhibit:
“Exhibit 1 Letter Agreement, dated October 31, 2012, by and between Lawrence Auriana and Wall Street Access.”
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.
| /s/ Lawrence E. Auriana |
| Lawrence E. Auriana |
Date: November 6, 2012
EXHIBIT INDEX
| Exhibit 1 | Letter Agreement, dated October 31, 2012, by and between Lawrence Auriana and Wall Street Access. |
Exhibit 1
LAWRENCE E. AURIANA
C/O FEDERATED KAUFMANN
140 EAST 45TH STREET
43RD FLOOR
NEW YORK, NY 10017
October 31, 2012
Mr. Denis P. Kelleher
Wall Street Access
17 Battery Place
11th Floor
New York, NY 10004
Dear Mr. Kelleher:
Reference is hereby made to the Trading Authorization/Power of Attorney and Indemnification Form: Domestic, dated March 18, 2011 (the “Authorization”) I executed in favor of Wall Street Access (the “Financial Organization”). A copy of the Authorization is attached as Exhibit A hereto.
Pursuant to the Authorization, the Financial Organization has designated you to buy, sell and trade in the shares of common stock, par value $.10 per share (“Common Stock”), I own in Mediware Information Systems Inc. (“Mediware”).
As you may know, on September 11, 2012, Mediware, Project Ruby Parent Corp. (“Parent”) and Project Ruby Merger Corp. entered into an Agreement and Plan of Merger (the “Merger Agreement”). Pursuant to the Merger Agreement, upon receipt of shareholder approval and the satisfaction of other conditions, Mediware will become a wholly-owned subsidiary of Parent. In connection with the execution of the Merger Agreement, I entered into a Voting Agreement, dated the date of the Merger Agreement, with Parent (the “Voting Agreement”), pursuant to which, among other things, I agreed, subject to the terms and conditions set forth therein, to vote my shares of Common Stock in favor of the Merger Agreement and the transactions contemplated thereby. A copy of the Voting Agreement is attached as Exhibit B hereto.
A proposal to adopt the Merger Agreement will be voted upon at a special meeting of the shareholders of Mediware scheduled to take place on November 8, 2012 (the “Special Meeting”).
As you know, the Authorization grants you the sole right to dispose of the shares of Mediware Common Stock in my account with the Financial Organization (the “Account”). I have retained the sole power to vote the shares of Common Stock in the Account and intend to vote in favor of the proposal to adopt the Merger Agreement at the Special Meeting.
Mr. Denis P. Kelleher
October 31, 2012
Page 7
My voting for the adoption of the Merger Agreement is, in effect, an agreement to sell my shares of Mediware Common Stock. Accordingly, given that the Authorization grants the Financial Organization the authority to sell or otherwise dispose of the shares of Mediware Common Stock in the Account, I am requesting that you concur with my voting the shares of Common Stock I own in the Account in favor of the proposal to adopt the Merger Agreement and agree that my doing so is not a violation of the Authorization.
Furthermore, Parent has requested that the Financial Organization and you agree to act in accordance with the Voting Agreement as if you were parties thereto, including not to sell or otherwise dispose of any shares of Common Stock in the Account.
Kindly evidence your agreement with the foregoing by signing the enclosed copy of this letter where indicated below and returning the signed copy to my attention (with a copy to my attorney, Joel I. Frank, Wilk Auslander LLP, 1515 Broadway, New York, NY 10036).
Sincerely yours,
/s/ Lawrence E. Auriana
Lawrence E. Auriana
Enc.
| cc: | Joel I. Frank, Esq. |
ACCEPTED AND AGREED TO AS OF
THE DATE FIRST SET FORTH ABOVE:
WALL STREET ACCESS
| By: | /s/ Denis P. Kelleher | |
| Denis P. Kelleher | ||
| Chairman and Chief Executive Officer | ||
| /s/ Denis P. Kelleher | ||
| Denis P. Kelleher | ||