UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT UNDER SECTION 13(e)
OF THE SECURITIES EXCHANGE ACT OF 1934
Sandata Technologies, Inc.
-----------------------------------
(Name of the Issuer)
Sandata Technologies, Inc., Sandata Acquisition Corp.
-----------------------------------
(Names of Persons Filing Statement)
Sandata Technologies, Inc. Common Stock, par value $.001 per share
-----------------------------------
(Title of Class of Securities)
799778204
-----------------------------------
(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. 240.14c-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
--------------------------------------------------------------------------------
Transaction valuation* Amount of filing fee**
----------------------------------- -----------------------
$1,288,747 $258
*The transaction valuation was based upon the sum of (a) the product of
665,208 shares of common stock and the merger consideration of $1.91 per share
and (b) the product of options to purchase 20,000 shares of common stock and
$.91 (which is the difference between the merger consideration of $1.91 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 1/50th 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
----------------------------------------- -----------------------------------
INTRODUCTION
This 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"), and Sandata Acquisition Corp., a
Delaware corporation (the "Acquisition Company"). Pursuant to an Agreement and
Plan of Merger, dated as of October 28, 2002 (as amended from time to time, the
"Merger Agreement"), by and among the Company, the Acquisition Company, Bert E.
Brodsky ("Brodsky"), Hugh Freund ("Freund") and Gary Stoller ("Stoller"), 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
and shares held by stockholders who perfect their appraisal rights under
Delaware law) will be converted into the right to receive $1.91 in cash. A copy
of the Merger Agreement is filed as Appendix A to the 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 and the Acquisition Company.
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", "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 Meeting - Trading Market and Price; Dividends; Stock Repurchases",
"Special Factors - Background of the Merger", "Special Factors - Interests of
Executive Officers and Directors in the Merger - Transactions in Common Stock by
Certain Persons" and "Special Factors - Certain Relationships Between Sandata
and Sandata Acquisition Corp." 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 and Sandata Acquisition Corp." 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 AND CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
POSITIONS, OFFICES OR EMPLOYMENT DURING THE PAST FIVE YEARS;
NAME AND PRINCIPAL BUSINESS
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, 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 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 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 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, 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 AND CURRENT PRINCIPAL OCCUPATION OR EMPLOYMENT; MATERIAL OCCUPATIONS,
POSITIONS, OFFICES OR EMPLOYMENT DURING THE PAST FIVE YEARS;
NAME AND PRINCIPAL BUSINESS
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 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 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 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 and the Acquisition Company, 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.
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" and "Special Meeting - Proposal to be Considered
at the Special Meeting" 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 - Reasons for the
Recommendations of the Special Committee and our Board of
Directors", "Special Factors - Sandata Acquisition Corp.'s
Position as to the Fairness of the Merger; Sandata Acquisition
Corp.'s Reasons for 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 "Summary Term Sheet - Interests of our Directors and
Executive Officers in the Merger" and "Special Factors -
Interests of our Executive Officers and Directors in the
Merger" is incorporated herein by reference.
(a)(2)(vi) Not applicable.
(a)(2)(vii) 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" and "The Merger - Material United States Federal
Income Tax Consequences of the Merger to our Stockholders" is
incorporated herein by reference.
(c) None.
(d) The information set forth in the Proxy Statement under the
captions "Questions and Answers About the Merger", "Summary
Term Sheet - Appraisal Rights" and "The Merger - Appraisal
Rights" and the information set forth in Appendix C 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 and
Sandata Acquisition Corp." is incorporated herein by
reference.
(a)(2) The information set forth in the Proxy Statement under the
caption "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
Executive Officers and Directors in the Merger" and "Special
Factors - Certain Relationships between Sandata and Sandata
Acquisition Corp." 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 Meeting - Voting Rights; Vote Required for Approval",
"Special Factors - Background of the Merger", "Special Factors
- Interests of Executive Officers and Directors in the
Merger", "Special Factors - Certain Relationships between
Sandata and Sandata Acquisition Corp.", "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 Meeting - Trading Market and
Price; Dividends; Stock Repurchases", "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 Executive Officers and Directors in the Merger", "Special
Factors - Certain Relationships between Sandata and Sandata
Acquisition Corp." 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
- Reasons for the Recommendation of the Special Committee and
our Board of Directors" 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 - Reasons for the
Recommendations of the Special Committee and our Board of
Directors", "Special Factors - Sandata Acquisition Corp.'s
Position as to the Fairness of the Merger; Sandata Acquisition
Corp.'s Reasons for 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.
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 - Reasons for the
Recommendation of the Special Committee and our Board of
Directors", "Special Factors - Sandata's Position as to the
Fairness of the Merger" and "Special Factors - Sandata
Acquisition Corp.'s Position as to the Fairness of the Merger;
Sandata Acquisition Corp.'s Reasons for 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 - Reasons for the Recommendation of the
Special Committee and our Board of Directors" and "Special
Factors - Sandata Acquisition Corp.'s Position as to the Fairness
of the Merger; Sandata Acquisition Corp.'s Reasons for 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 - Reasons for the Recommendation of the
Special Committee and our Board of Directors", "Special Factors -
Sandata's Position as to the Fairness of the Merger" and "Special
Factors - Sandata Acquisition Corp.'s Position as to the Fairness
of the Merger; Sandata Acquisition Corp.'s Reasons for the
Merger" 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 -
Reasons for the Recommendation of the Special Committee and our
Board of Directors", "Special Factors - Sandata's Position as to
the Fairness of the Merger", "Special Factors - Sandata
Acquisition Corp.'s Position as to the Fairness of the Merger;
Reasons for 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 "Questions and Answers About the Merger", "Summary
Term Sheet - Interests of our Directors and Executive Officers
in the Merger", "Special Meeting - Voting Rights; Vote
Required for Approval", "Special Factors - Background of the
Merger", "Special Factors - Interests of Executive Officers
and Directors in the Merger" and "Special Factors - Certain
Relationships Between Sandata and Sandata Acquisition Corp."
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 - Sandata'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 "Summary Term Sheet - Recommendations of the Special
Committee and our Board of Directors", "Special Factors -
Background of the Merger", "Special Factors - Reasons for the
Recommendations of the Special Committee and the Board of
Directors", "Special Factors - Sandata's Position as to the
Fairness of the Merger" and "Special Factors - Sandata
Acquisition Corp.'s Position as to the Fairness of the Merger;
Sandata Acquisition Corp.'s Reasons for 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 D, E and F 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",
"Introduction", "Special Meeting - Solicitation of Proxies",
"Special Factors - Opinion of Brean Murray", "Special Factors
- Sandata's Position as to the Fairness of the Merger", "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 November 15, 2002,
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.
(d) Not applicable.
(f) Section 262 of the Delaware General Corporation Law, attached
as Appendix C 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.
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
Dated: November 15, 2002