PCES -annual is out! freeedgar.com
NAME AND ADDRESS BENEFICIALLY PERCENT OF CLASS
OF BENEFICIAL OWNER(3) OWNED(1)(8) OUTSTANDING(9)
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COMMON STOCK:
DIRECTORS AND OFFICERS:
John G. Pappajohn 5,749,824(2) 55.6
Bill W. Childs 37,474(5) *
All present directors and
named executive officers
as a group (2 persons) 5,787,298(9) 55.8
OTHER FIVE PERCENT OR MORE
SHAREHOLDERS:
Simon Casady(4) 314,428(10) 5.6
Edgewater Private Equity Fund, L.P.(6) 2,227,757(11) 30.6
William Walters(7) 2,718,138(12) 34.7
55.8+ 34.7= 90.5%!!!! of the common shares held!!!
Number of Shares Outstanding March 15, 2000 is 5,677,436
As of March 15, 2000, there were 66 shareholders of record of the Company's common stock. I'm one of them!!!:-)))
At December 31, 1999, the Company has approximately $16,624,000 of net operating
loss carryforwards to offset future federal taxable income. This net operating
loss carryforward will, if unused, expire in the years 2006 through 2019.
Presently the Company has two Directors -- John Pappajohn and Bill W.
Childs -- and five vacancies.
As of December 31, 1999, the Company had total liabilities of only $11,944
and a cash balance of $2,117,016, of which $200,042 is held in escrow to secure the
Company's indemnification obligations under the asset sale to 3M. As of March 1,
2000 the Company has no ongoing operations and no revenues and has minimal
operating expenses. The Company presently has no employees.
The net proceeds from the sale will be retained by the Company pending a
determination of whether to engage in a follow-on transaction. The Company has
been seeking a business combination with another entity, before considering
possible liquidation and distribution of its assets. The Company believes that
with the cash on hand and net operating loss carryforwards, subject to the
limitation of such carryforwards under the Internal Revenue Code, such a
combination may be attractive to potential partners and would better serve the
interests of the Company's shareholders. As of the date of this Form 10-KSB, no
definitive agreement has been signed for a follow-on transaction. If no suitable
business combination is identified within a reasonable period of time, the
Company may elect to liquidate and distribute the remaining net proceeds to
shareholders. If the Company liquidated at the present time, all of the net
assets of the Company would be paid to holders of the Company's preferred stock.
The Last part is not likely - they own almost all the common LOL!
PACE HEALTH MANAGEMENT SYSTEMS, INC.
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(Registrant)
By /s/ John Pappajohn
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John Papppajohn, Director
March 28, 2000
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Dated
In accordance with the Exchange Act, this report has been signed below by the
following persons on behalf of the registrant and in the capacities and on the
dates indicated.
March 28, 2000 By /s/ John G. Pappajohn
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Dated John G. Pappajohn, Director
March 28, 2000 By /s/ Bill W. Childs
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Dated Bill W. Childs, Director
