Mediware Information Systems Inc – ‘10KSB/A’ for 6/30/99

On:  Thursday, 10/28/99   ·   For:  6/30/99   ·   Accession #:  891554-99-2022   ·   File #:  33-40411

in

this entire Filing. an “Entity” Search.

Show

Documents searched

and

each “hit”. the 1st “hit”.

↓↑Hints

Amendment to Annual Report — Small Business   —   Form 10-KSB
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: 10KSB/A     Amendment No. 1 to Form 10-Ksb                        11     53K 

Document Table of Contents

10KSB/A
1st Page of 11
TOC
↑Top
Previous
Next
↓Bottom
Just 1st
 
 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549

AMENDMENT NO. 1 TO FORM 10-KSB

[X] ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT
OF 1934                                                                 

 For the fiscal year ended June 30, 1999

[ ] TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE
ACT OF 1934                                                             

 Commission File Number: 1-10768

MEDIWARE INFORMATION SYSTEMS, INC.
(Exact name of the registrant as specified in its charter)

New York                                11-2209324  
    (State or other jurisdiction of         (I.R.S. Employer Identification No.)
incorporation or organization)                                        

1121 Old Walt Whitman Road, Melville, NY                 11747-3005             
(Address of principal executive office)                 (Zip Code)            

Registrant's telephone number, including area code: (516) 423-7800

 Securities registered pursuant to Section 12(b) of the Act:

         Title of each class           Name of each exchange on which registered
         -------------------           -----------------------------------------
Common Stock, par value $.10 per share              NASDAQ Small Cap Market     
                                                  The Pacific Stock Exchange

Securities registered pursuant to Section 12(g) of the Act:  None               

Indicate by check mark whether the registrant (1) filed all reports  required to
be filed by Section 13 or 15(d) of the  Securities  Exchange  Act of 1934 during
the  preceding 12 months (or for such  shorter  period that the  registrant  was
required to file such reports),  and (2) has been subject to filing requirements
for the past 90 days. [ X ] Yes [ ] No                                          

Indicate by check mark if disclosure of delinquent  filers  pursuant to Item 405
of Registration S-K is not contained herein,  and will not be contained,  to the
best of registrant's  knowledge,  in definitive proxy or information  statements
incorporated  by reference  in Part III of this Form 10-KSB or any  amendment to
this Form 10-KSB. [ ]                                                           
                                                                     (Continued)

10KSB/A
2nd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 2nd
Issuer's revenues for its most recent fiscal year were $28,339,000              

The  aggregate  market value of the voting stock held by  non-affiliates  of the
Registrant,  based upon the  closing  sales price of common  stock on  September
28,1999  as  reported  on  the  NASDAQ  Small  Cap  Market,   was  approximately
$34,558,300.                                                                    

The  number  of shares  outstanding  of the  registrant's  common  stock,  as of
September 28, 1999 was 6,164,132 shares.                                        

 DOCUMENTS INCORPORATED BY REFERENCE
None                                                                            

2 

10KSB/A
3rd Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 3rd
PART III

Item 9.  Directors and Executive Officers                                       

Directors                                                                       

The directors of the Company are as follows:                                    

 Class

 I Directors
 (Term Expires at the Annual Meeting Following
 the 2001 Fiscal Year)

Roger Clark,  age 65, has been a director since 1983. From 1980 to 1987, he held
a series of  managerial  positions  in the  computer  products  area with  Xerox
Corporation. In 1987, he became self-employed as a micro-computer consultant and
programmer.  In  June  1997  he  acquired  a  half-ownership  in  a  recruitment
advertising  agency named R & J Twiddy  Advertising  (since re-named Talcott and
Clark Recruitment Advertising, Inc.), which is based in New Canaan, Connecticut.
Mr. Clark is the author of seven books on micro-computing  and a director of The
Kaufmann Fund, Inc., a mutual fund which invests in small and medium size growth
companies.                                                                      

Hans Utsch,  age 61, has been a director  since 1985. He has been  independently
engaged in money  management  and  investment  banking for over 20 years.  Since
1986, he has been President and, together with Mr. Lawrence  Auriana,  Portfolio
Co-Manager  of The Kaufmann  Fund,  Inc. He received a B.A.  degree from Amherst
College and an M.B.A. from Columbia University.                                 

Les N. Dace, age 53, has been a director since 1995. Mr. Dace was appointed Vice
Chairman of the Board in charge of strategic  planning and business  development
in October  1998.  Mr. Dace joined the Company in 1992,  as Vice  President  and
General  Manager  for the  Digimedics  and  Surgiware  Product  Centers.  He was
appointed  President and C.E.O.  of the Company in 1995 and held this post until
October 1998.  Prior to joining the Company,  he was Vice President of Sales and
Marketing for PRX Pharmacy Systems, a Colorado-based  company providing hospital
pharmacy  management  systems and home health software  solutions.  From 1983 to
1987,  he was employed by NBI,  Inc. as  divisional  President  for its computer
peripherals  and  office  supplies  company.  Mr.  Dace  has a  B.S.  degree  in
Electrical Engineering from the University of Missouri.                         

Class II Directors
 (Term Expires at the Annual Meeting Following
 the 1999 Fiscal Year)

Joseph  Delario,  age 65,  has been a  director  since  1992.  Mr.  Delario  was
President and Chief Executive Officer of Quadrocom,  Inc., a business consulting
firm, until December 31, 1992, and since then has been a business consultant and
private  investor in and active in the                                          

 3

10KSB/A
4th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 4th
management of several computer service companies. Mr. Delario renders management
and financial  services to the Company.  Mr. Delario received a B.A. degree from
Fairleigh Dickenson University in 1956.                                         

Walter  Kowsh,  Jr., age 50, has been a director  since 1990. He is a consultant
programmer  specializing  in  Client/Server  database  systems.  He was a Senior
Programmer Analyst with Brown Bros.  Harriman & Co. from 1989 to 1992. From 1986
to 1989, he was a computer  consultant  with Howard  Systems  International.  He
received a B.A.  degree  from  Queens  College  and an M.B.A.  from the New York
Institute of  Technology,  and is a diplomat of New York  University in Computer
Programming and Systems Design.                                                 

John C. Frieberg,  age 64, was President,  C.E.O. and Chief Financial Officer of
the Company  from 1992 to July 1995,  and has been a director  since  1993.  Mr.
Frieberg  joined  Digimedics  Corporation,  which  later  became a wholly  owned
subsidiary of the Company,  as President in October 1989. Prior thereto,  he was
President of Caleus,  Inc., an information  system  company,  from 1988 to 1989;
President of Synergy Computer  Graphics Corp., a computer  peripheral  equipment
company,  from 1984 to 1988;  and President of NCR/DPI Inc., a computer  systems
manufacturing company, from 1972 to 1982. Mr. Frieberg received a B.S. degree in
Industrial Engineering from the University of California at Los Angeles.        

 Class III Directors
 (Term Expires at the Annual Meeting Following
 the 2000 Fiscal Year)

Lawrence  Auriana,  age 55, has been  Chairman of the Board of the Company since
1986 and a director since 1983. He has been a Wall Street analyst, money manager
and venture  capitalist for over 20 years.  Since 1986, he has been Chairman,  a
director  and,  together  with Mr. Hans Utsch,  also a director of the  Company,
Portfolio  Co-Manager of The Kaufmann Fund,  Inc. He received a B.A. degree from
Fordham University,  studied at New York University Graduate School of Business,
and is a senior member of The New York Society of Securities Analysts.          

Jonathan H. Churchill,  age 67, has been a practicing  attorney in New York City
since 1958 and since May 1996 has been  Counsel at Winthrop,  Stimson,  Putnam &
Roberts.  He has been a director of the Company since 1992. Mr.  Churchill was a
partner of Boulanger,  Hicks, & Churchill,  P.C., from January 1990 to May 1996.
Winthrop,  Stimson,  Putnam & Roberts  rendered  legal  services  to the Company
during the last fiscal year, and the Company has retained and proposes to retain
Winthrop,  Stimson,  Putnam & Roberts  during the current  year.  Mr.  Churchill
received a B.A. from Harvard College and an L.L.B. from Harvard Law School.     

Clinton G. Weiman,  M.D., age 74, has been a director since June 1996. From 1961
to January 1993 he was  Corporate  Medical  Director,  Senior Vice  President of
Citicorp/Citibank.  Since 1994, Dr. Weiman has been  independently  engaged as a
consultant with the Federal Reserve.  In 1998 Dr. Weiman became  associated with
Executive  Health  Examiners  as a physician.  From 1956 to 1970 Dr.  Weiman was
engaged in private  practice in New York, New York.  Dr. Weiman  received a B.A.
degree from Princeton  University  and a medical degree from Cornell  University
Medical College.  His appointments  have included Clinical  Associate  Attending
Physician at New York Hospital and  Associate  Professor,  Clinical  Medicine at
Cornell University Medical College.                                             

 4

10KSB/A
5th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 5th
Executive Officers                                                              

The executive officers of the Company are as follows:                           

Lawrence  Auriana,  54,  Chairman  of the  Board  and  Secretary.  See above for
biographical information for Mr. Auriana.                                       

Les N. Dace, 53, Vice Chairman of the Board in charge of strategic  planning and
business development. See above for biographical information for Mr. Dace.      

John Esposito,  39, President and Chief Executive  Officer.  Mr. Esposito joined
the Company in 1990 and held the  position  of Vice  President - Sales from 1990
until October 1998, when he became President and Chief Executive  Officer.  From
1986 to 1990,  he was  employed in various  sales  positions  by the  Healthcare
Division of Data General  Corporation.  Prior to joining Data General, he worked
in a technical  capacity in the Information  Systems  Department at the New York
Public Library. He is a graduate of Syracuse  University,  with a B.S. degree in
Marketing and Management Information Systems.                                   

Creighton Miller,  46, Vice President and General Manager - Blood Bank Division.
Mr. Miller  joined the Company in 1980 as a software  development  engineer.  He
held that position until 1983 when he became the Vice President of  Engineering.
In 1998 he was promoted to Vice  President and General  Manager of the Operating
Room Division. In July 1999, he was appointed Vice President and General Manager
of the Blood Bank Division.  Mr. Miller holds a B.S. degree in Computer  Science
from Iowa State.                                                                

Kerry Robison,  35, Chief Financial Officer. Ms. Robison was with the Company as
a Consultant  to the  Financial  Department  from November 1998 to June 1999. In
June 1999, Ms Robison was appointed Chief Financial  Officer.  From October 1994
to October 1998, she served as Corporate Controller with Vanguard Airlines. From
1989 to 1994 she served as a project accountant and as a project controller with
Zeckendorf  Company, a real estate development firm in New York City. Ms Robison
is a Certified Public Accountant.                                               

Rodger P.  Wilson,  R.Ph.,  46, Vice  President  and General  Manager - Pharmacy
Division.  Mr.  Wilson  joined  the  Company  in 1996 as Vice  President/General
Manager of the Pharmacy  Division.  He was President and Chief Executive Officer
of PRX Pharmacy Systems,  Inc., from 1982 to 1992. Mr. Wilson was Vice President
of Operations and Chief Information Officer of Concepts Direct,  Inc., from 1992
to 1994 and President of The Pawnee Group from 1994 to 1996. Mr. Wilson received
a B.S.  degree  from the  University  of  Wyoming  School of  Pharmacy  and is a
registered Pharmacist.                                                          

Compliance With Section 16(A) of the Exchange Act                               

The exercise of options by Mr. Frieberg in March 1999 and the subsequent sale of
the underlying  securities in March, May and June 1999 were not filed on Form 5.
This omission was  discovered in the  preparation of this Form 10-KSB/A and will
be filed on Form 5 in November 1999. The exercise of options and the sale of the
underlying  securities  by Mr. Wilson in May 1999 were filed four months late on
Form 5.                                                                         

 5

10KSB/A
6th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 6th
Report on Form 5 for Mr. Miller,  reporting his beneficial  ownership of Company
Common Stock and options to purchase  Company Common Stock,  was filed three and
one-half months late.                                                           

Item 10.  Executive Compensation                                                

The following tables sets forth all compensation  paid or accrued by the Company
to the Chief  Executive  Officer and each of the other most  highly  compensated
executive officers in the last three fiscal years.                              

Summary Compensation Table

                                                        [Enlarge/Download Table]


                                            Annual Compensation                  Long-Term Compensation        
                                    ------------------------------------  -------------------------------------
                                                               Other      Securities       LTIP      All Other 
                            Fiscal  Salary       Bonus      Compensation  Underlying     Payouts   Compensation
                                      ($)         ($)            ($)      Options (#)      ($)         ($)     

                                                                                                               

John Esposito                1999   127,400      95,000         6,000       30,000                     400     
President and Chief          1998    80,000      69,300         6,000                                  300     
Executive Officer            1997    80,000      50,700         6,000                                  200     

Les N. Dace                  1999   113,000      75,000         6,000                                  400     
Vice Chairman  & Director    1998   110,000     136,650         6,000       30,193                     400     
                             1997   110,000     151,100         6,000                                  300     

Rodger Wilson                1999   127,300      15,600         6,000                                  400     
Vice President and General   1998    80,000      73,100         6,000                                  300     
Manager Pharmacy Division    1997    77,400      50,700         5,500       50,000                     300     

Creighton Miller             1999   101,600      26,400            --       20,000                     400     
Vice President and General   1998    80,000      14,318            --                                          
Manager Operating Room       1997    80,000          --            --                                          
& Blood Bank Divisions                                                                                         

John Tortorici               1999    90,000     153,300                     57,409       200,000       400     
Former Vice President &       (1)                                                                              
General Manger                                                                                                 
Blood Bank Division                                                                                            

(1)  Mr.  Tortorici  served as Vice  President and General  Manager of the Blood
Bank Division from September 1998 until July 1999.                    

Options/SAR Grants In Last Fiscal Year

  The  following  table sets forth  certain  information  concerning  options to
  purchase Common Stock of the Company  granted to the individuals  named in the
  Summary  Compensation Table during fiscal 1999. No stock  appreciation  rights
were granted in fiscal 1999.                                                

 6

10KSB/A
7th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 7th
                                                                [Download Table]

                  Number of    % of Total                                 
                  Securities    Options                                   
                  Underlying   Granted to                                 
                   Options    Employees in   Exercise      Expiration     
     Name          Granted     Fiscal Year  Base Price        Date        
----------------  ----------  ------------  ----------  ------------------
                                                                          
John Esposito     30,000(1)       10.5%       6.9375    November 16, 2008 
Creighton Miller  20,000(1)        7.0%       6.9375    November 16, 2008 
John Tortorici    40,000(2)       14.0%       6.4100    September 23, 2008
John Tortorici     9,472(3)        1.4%       5.544     March 15, 1999    
John Tortorici     7,937(4)        2.8%       6.111     July 16, 2003     

----------                                                                      
(1)  Options become  exercisable  25% each on November 1, 1999,  2000,  2001 and
2002                                                                  

(2)  Options become exercisable 25% each on March 24, 1999,  September 24, 1999,
March 24, 2000 and September 24, 2001                                 

(3)  Options  issued  on  September  28,  1998  per  terms  of  the  Informedics
acquisition.                                                          

(4)  Options become  exercisable  upon issuance and replace  options to purchase
  Common Shares of Informedics which were issued prior to the acquisition.

(5)  Generally options will become exercisable upon a change in control.        

 Aggregated Options/SAR Exercise in Last Fiscal Year And Value
 Of Outstanding Option/SAR Values At End Of Last Fiscal Year

The following table sets forth options exercised by the named executive officers
during  fiscal 1999 and the number and value of options held by them at June 30,
1999. No stock  appreciation  rights were granted and there were no  outstanding
stock  appreciation  rights at June 30, 1999. The fair market value on such date
was $7.453 per share.                                                           

                                                        [Enlarge/Download Table]

                   Shares                                                                             
                  Acquired                   Number of Securities           Value of Unexercised      
                     On         Value       Underlying Unexercised              In-the-Money          
     Name         Exercise    Realized   Options at End of Fiscal Year    Options End of Fiscal Year  
----------------  --------  -----------   ----------------------------  ------------------------------
                                          Exercisable    Unexercisable  Exercisable      Unexercisable
                                          -----------    -------------  -----------      -------------
                                                                                                      
John Esposito          --      $    --       52,500         47,500        $303,483          $ 96,893  
Les Dace               --           --       75,046         35,147         435,578            80,663  
Rodger Wilson      25,000       91,300       25,000         25,000         112,950           112,950  
Creighton Miller    3,000       15,750        5,000         20,000          32,265            10,310  
John Tortorici      9,472        6,032       17,937         30,000          21,081            31,290  

Compensation of Directors                                                       

It has been the  Company's  practice,  starting  in 1987,  to  conserve  cash by
compensating  directors for their services  primarily through the grant of stock
options and shares of Common                                                    

 7

10KSB/A
8th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 8th
Stock. In 1991 a Stock Option Plan for Non-Employee  Directors (the "1991 Plan")
was  adopted.  The 1991 Plan  expired in 1997 and was replaced by the 1997 Stock
Option Plan for Non-Employee  Directors (the "1997 Plan"). A summary description
of the 1997 Plan is set forth below under the  heading  "1997 Stock  Option Plan
for Non-Employee Directors."                                                    

Under the 1997  Plan each  director  in  office on July 1, 1998  received  3,600
options  (10,800  in the  case of the  Chairman)  for  services  as a  director,
exercisable  at $7.625,  the fair market value of the Company's  Common Stock on
July 1, 1998, the date of grant. These options shall expire on July 1, 2006.    

The 3,600 options  (10,800 in the case of the Chairman)  granted on July 1, 1999
under the 1997 Plan to each director in office on such date are  exercisable  at
$7.03,  the fair market  value of the  Company's  Common  Stock on July 1, 1999.
These options shall expire on July 1, 2007.                                     

Each director in office on July 1, 1998 also became  entitled to receive for his
services  during  fiscal  1999  shares of Common  Stock  with a value of $10,000
($30,000 in the case of the  Chairman)  based on the average of the high and low
market  prices per share on the first day of each  quarter in fiscal  year 1999,
which was $7.367.  Therefore,  the directors received 1,357 shares (4,072 shares
in the case of the Chairman) for fiscal 1999.                                   

Each  director in office on July 1, 1999 is entitled to receive for his services
during  fiscal 2000 shares of Common  Stock with a value of $10,000  ($30,000 in
the case of the Chairman) based on the average of the high and low market prices
per share on the first day of each quarter in fiscal year 2000.                 

The members of the Compensation Committee and Audit Committee receive $1,500 for
each meeting attended.                                                          

1997 Stock Option Plan for Non-Employee Directors                               

The 1997 Stock  Option Plan for  Non-Employee  Directors  (the "1997  Plan") was
adopted by the Board of Directors in June 1997 and subsequently  approved by the
Company's shareholders at the January 1998 Annual Meeting. Under the plan, 3,600
options are granted annually to each non-employee director in office on July 1st
(10,800  shares in the case of the  Chairman)  for their service in the upcoming
fiscal year. Options granted under this plan are exercisable at 100% of the fair
market  value on the date of grant  and are for  terms of eight  years.  Options
issued  under the 1997 Plan vest in two equal  installments  on the first day of
the seventh  month of the fiscal  year in which  issued and the first day of the
following  fiscal  year,  provided  that the  director  is then in office or has
retired  or is out of office by reason  of ill  health or death.  Newly  elected
directors  receive options for 1,800 shares for each six-month  period remaining
in the fiscal year in which they are elected.                                   

Employment Agreements                                                           

Employee  agreements covering the 2000 fiscal year for executive officers of the
Company are currently under  consideration by the Compensation  Committee of the
Board of Directors.                                                             

1992 Equity Incentive Plan                                                      

8 

10KSB/A
9th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 9th
Plan. Options  previously granted and currently  outstanding under the 1982 Plan
generally  vest and become  exercisable  in monthly  installments  over a two or
three-year period, with each installment  remaining  exercisable for a five-year
period after it vests.  No options  intended to be incentive stock options under
the Internal Revenue Code of 1986 are currently outstanding.                    

Awards  granted  under the 1992 Equity  Incentive  Plan (the  "Equity  Incentive
Plan") may include a wide range of Common Stock-based awards. Officers and other
employees of the Company are  eligible to  participate  in the Equity  Incentive
Plan. The maximum number of shares of Common Stock which may be issued under the
Equity  Incentive  Plan at any  time  is 20% of the  outstanding  shares  of the
Company's  Common Stock,  except that no more than 500,000  shares may be issued
pursuant to incentive  stock  options.  No awards may be granted  after the year
2002.  The term of each  stock  option may not exceed ten years from the date of
grant.  The  option  price of each  stock  option  is  payable  in cash,  at the
discretion of the option  committee in shares of the Company's  Common Stock, or
by a combination  thereof.  Certain options under the Equity Incentive Plan held
by former key employees of Informedics and issued to replace options to purchase
shares of Informedics are incentive stock options. Otherwise no options intended
to be  incentive  stock  options  under the  Internal  Revenue  Code of 1986 are
current outstanding.                                                            

All options under the Equity  Incentive Plan have  provisions  which,  generally
speaking, accelerate vesting in the event of a change of control of the Company.
Options granted under the Equity Incentive Plan which accelerate  vesting upon a
change in control could be an "anti-takeover  defense"  because,  as a result of
these provisions,  a change in control of the Company could be more difficult or
costly.  This however,  was not the  Company's  intention in adopting the Equity
Incentive Plan.                                                                 

Item 11. Security Ownership of Certain Beneficial Owners and Management         

The following tables set forth the beneficial  ownership of the Company's Common
Stock as of September 30, 1999 by (i) each person who is known by the Company to
own beneficially  more than 5% of the Company's  Common Stock,  (ii) each of the
executive  officers named in the Summary  Compensation  Table included elsewhere
herein,  (iii) each current director of the Company,  and (iv) all directors and
executive officers as a group.                                                  

Principal Shareholders

                                                        [Enlarge/Download Table]

                                                          Number of Shares                
                                                           Acquired Within  Percentage of 
Name and Addresses(1)                Number of Shares(2)     60 Days(3,4)   Class Owned(2)
---------------------                -------------------  ----------------  --------------
                                                                                          
Lawrence Auriana(5)                       1,042,394            736,295           15.1%    
Oracle Partners, L.P.,                      986,236                  0           16.0%    
Oracle Institutional Partners,L.P.,                                                       
GSAM Oracle Fund, Inc.                                                                    

----------                                                                      
(1)  Addresses  are as follows:  Lawrence  Auriana:  140 East 45th Street,  43rd
     Floor, New York, NY 10017. The Oracle shareholders:  712 Fifth Avenue, 45th
Floor, New York, NY 10019.                                            

(2)  Based on the numbers of shares outstanding at, plus for each shareholder or
group, shares acquirable within 60 days of, September 30, 1999.       

(3)  Reflects the shares which may be acquired by the shareholder  upon exercise
     of options and warrants which are  exercisable  within 60 days of September
30, 1999.                                                             

(4)  Includes  674,695  warrants  granted  to Mr.  Auriana  for his loans to the
     Company in the bridge  financings  of the Company in fiscal 1995 and fiscal
1994.                                                                 

(5)  Mr. Auriana is also Chairman and a director of the Company.                

9 

10KSB/A
10th Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 10th
Share Ownership by Directors, Nominees, Named Executive Officers
 and Directors and Executive Officers as a Group

                                           Number of Shares     Percentage
                               Number     Acquirable Within     of Class
                              Shares          60 Days            Owned
                              ---------    -----------------    ----------
Lawrence Auriana                 1,042,394         736,295            15.1%     
Jonathan H. Churchill               38,259          16,230              *       
Roger Clark                         31,740          18,035              *       
Les N. Dace                         85,097          85,097             1.4%     
Joseph Delario                     291,605          91,230             4.3%     
Jophn Freiberg                      29,134          12,201              *       
Walter Kowsh, Jr.                   52,287          18,035              *       
Hans Utsch                         119,490          18,035             1.9%     
Clinton G. Weiman                   13,872           8,867              *       
John Esposito                       62,100          60,000             1.0%     
Creighton Miller                     6,000           6,000              *       
Kerry Robison                           --              --              *       
Rodger Wilson                        7,500           7,500              *       
All Directors and Executive                                                     
Officers as a group                                                             
(13 persons)                     1,758,478       1,077,525            24.3%     

----------                                                                      

(1)  Addresses are as follows:  Lawrence Auriana:  see previous chart.  Jonathan
     Churchill:  One Battery Park Plaza, New York, New York 10004.  Roger Clark:
     330 Elm Street, Unit #1, New Canaan, CT 06840. Les Dace: 11211 Quivas Loop,
     Westminster,   Colorado.   Joseph  Delario:   77  Independence  Way  North,
     Edgewater,  NJ 07020. John Frieberg: 4402 South St. Andrew's Lane, Spokane,
     WA 99223. Walter Kowsh, Jr.: 64-08 136th Street,  Flushing,  NY 11367. Hans
     Utsch: 140 East 45th Street, 43rd Floor, New York, New York 10017.  Clinton
     Weiman: 2 Roberta Lane, Greenwich,  CT 06830. John Esposito:  1121 Old Walt
     Whitman Road,  Melville,  NY  11747-3005.  Rodger  Wilson:  11711 West 79th
Street, Lenexa, KS 66214.                                             

(2)  Based on the number of shares  outstanding at September 30, 1999, plus, for
     each person or group,  shares  acquirable  within 60 days of September  30,
1999.                                                                 

(3)  Reflects the shares which may be acquired by the shareholders upon exercise
     of options and warrants which are  exercisable  within 60 days of September
30, 1999.                                                             

*    Represents less than 1% of the Company's outstanding common stock.         

Item 12. Certain Relationships and Related Transactions                         

The  Company has an  outstanding  note  payable to the  Chairman of its Board of
Directors,  Mr. Auriana.  The note totals $704,000 and accrues interest at 9%. A
note payable to Mr. Delario,  a director of the Company,  totalling $100,000 was
outstanding  during the 1999 fiscal year. This note, along with accrued interest
at 9%, was paid in full during the first quarter of fiscal year 2000.           

Financial Advisory Services                                                     

In 1991, the Company agreed with Bowling Green  Securities,  Inc., an investment
banking firm owned by Mr. Utsch, a director, and in which Messrs.  Auriana, also
a director,  and Utsch are  principals,  that such firm would render  investment
banking advice to the Company and that, if any merger, acquisition,  divestiture
or analogous transaction is successfully consummated as a result of its efforts,
the Company  would pay a total fee related to the value of the company  acquired
or  divested  on the basis of 5% of the first $2  million,  4% of the  second $2
million,  3% of the third $2 million,  2% of the fourth $2 million and 1% of any
additional amounts.                                                             

Mr.  Delario,  a director of the  Company,  holds an option to  purchase  75,000
shares of the  Company's  Common  Stock  granted as payment for  managerial  and
financial  advisory  services  to be  rendered in  connection  with  mergers and
acquisitions.                                                                   

10

10KSB/A
Last Page of 11
TOC
1st
Previous
Next
↓Bottom
Just 11th
SIGNATURES

Pursuant to the  requirements of Section 13 or 15(d) of the Securities  Exchange
Act of 1934,  the  registrant  has duly  caused  this report to be signed on its
behalf by the undersigned, thereunto duly authorized.                           

MEDIWARE INFORMATION SYSTEMS, INC.

Date:    October 28, 1999                                                       
                                            BY:  /s/ John Esposito
                                                       -----------------------
                                             John Esposito
                                             President and
                                                       Chief Executive Officer

11

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘10KSB/A’ Filing		Date		First		Last			Other Filings
		11/16/08		7
		9/23/08		7
		7/1/07		8
		7/1/06		8
		7/16/03		7
		11/1/02		7
		11/1/01		7					3/A
		9/24/01		7
		11/1/00		7
		3/24/00		7
		11/1/99		7
		10/29/99
Filed on:		10/28/99		11
		9/30/99		9		10			10-Q,  10-Q/A,  NT 10-Q
		9/28/99		2
		9/24/99		7
		7/1/99		8
For Period End:		6/30/99		1		7			10KSB,  NT 10-K
		3/24/99		7
		3/15/99		7
		9/28/98		7					15-15D,  NT 10-K
		7/1/98		8
		12/31/92		3
									List all Filings