PCES
Item 1. Security and Issuer.
This statement relates to the Common Stock, no par value ("Common Stock")
issued by Pace Health Management Systems, Inc., an Iowa corporation (the
"Company"), whose principal executive offices are located at 2901 S. Loop Drive,
Suite 3300, Ames, Iowa, 50010.
Item 2. Identity and Background.
This statement is filed by William G. Walters (the "Reporting Person"). The
business address of the Reporting Person is c/o Whale Securities Co., L.P.
("Whale"), 650 Fifth Avenue, 6th Floor, New York, New York 10019. Mr. Walters is
the Chairman of Whale, which is a registered broker-dealer. The Reporting Person
is a United States citizen.
Mr. Walters has not, during the last five years (i) been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors), or
(ii) 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 violations with respect to such laws.
Item 3. Source and Amount of Funds or other Consideration.
The securities of the Company acquired by the Reporting Person that are the
subject of this statement were acquired by him from a third party in a private
transaction with the personal funds of the Reporting Person.
Item 4. Purpose of Transaction.
The securities that are the subject of this statement were acquired by the
Reporting Person in a private transaction for investment purposes. Depending
upon market conditions and other factors that the Reporting Person may deem
material to his investment decision, the Reporting Person may make additional
purchases of Common Stock or other securities of the Company from time to time
and may dispose of any or all of the shares of Common Stock or other securities
of the Company held by him at any time.
Except as set forth in this Item 4, the Reporting Person has no present
plans or proposals which relate to, or
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could result in any of the matters referred to in Paragraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
As of July 20, 1999, the Reporting Person beneficially owned an aggregate
of 2,086,019 shares of Common Stock constituting approximately 30.0% of the
outstanding Common Stock. The amount includes: (i) 466,699 shares owned by the
Reporting Person, (ii) 369,320 shares issuable upon exercise of warrants (the
"Warrants"), and (iii) 1,250,000 shares issuable upon conversion of 625,000
shares of Series A Convertible Participating Preferred Stock (the "Preferred
Stock"). The percentage used herein is calculated based upon the 5,321,784
shares of Common Stock issued and outstanding as reported by the Company in its
Form 10-QSB for the fiscal quarter ended March 31, 1999. The Reporting Person
has sole voting and dispositive power with respect to all the securities to
which this statement relates. The Reporting Person has not effected any
transactions in shares of the Common Stock or other securities of the Company in
the past 60 days other than the acquisition on July 20, 1999 from a shareholder
of the Company, in a private transaction, of the 466,699 shares of Common Stock,
Warrants to purchase 369,320 shares of Common Stock and the 625,000 shares of
Preferred Stock as indicated above for an aggregate purchase price of $268,750.
No person other than the Reporting Person has the right to receive or the
power to direct receipt of dividends from, or the proceeds of, the sale of the
securities referred to above.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
Not applicable.
Item 7. Materials to be filed as Exhibits.
Not applicable.
Page 4 of 5 Pages
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: August 3, 1999
/s/ William G. Walters
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William G. Walters |
