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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No ______)*
SUNSTAR HEALTHCARE, INC.
- --------------------------------------------------------------------------------
(Name of Issuer)
Common Stock
- --------------------------------------------------------------------------------
(Title of Class of Securities)
867939-10-0
--------------------------------------------------------------
(CUSIP Number)
Randolph H. Fields, Esq.
Greenberg Traurig Hoffman Lipoff Rosen & Quentel, P.A.
111 North Orange Avenue, 20th Floor, Orlando, Florida 32801
(407) 420-1000
- --------------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
January 28, 1997
----------------------------------------
(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 which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3) or (4), check the following box [_].
Note: Six copies of this statement, including all exhibits, should be filed
with the Commission. See Rule 13d-1(a) 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).
PAGE 1 OF 4 PAGES
<PAGE>
SCHEDULE 13D
CUSIP NO. 867939-10-0 Page 2 of 4 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
WARREN D. STOWELL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(A)
(B)
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS
2(d) OR 2(e)
[_]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
UNITED STATES
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 255,000
OWNED BY
EACH
REPORTING
PERSON
WITH
8 SHARED VOTING POWER
0
9 SOLE DISPOSITIVE POWER
255,000
10 SHARED DISPOSITIVE POWER
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
255,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
9.50%
14 TYPE OF REPORTING PERSON*
IN.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP NO. 867939-10-0 Page 3 of 4 Pages
ITEM 1. SECURITY AND ISSUER.
The class of equity securities to which this statement relates
consists of the common shares, par value $.001 per share (the "Common Shares"),
of SunStar Healthcare, Inc., a Delaware corporation (the "Company"). The address
of the Company's principal executive offices is 300 International Drive, Suite
230, Heathrow, Florida 32746.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Warren D. Stowell
(b) Warren D. Stowell's business address is 300 International Drive,
Suite 230, Heathrow, Florida 32746.
(c) Warren D. Stowell is the President, Chief Executive Officer and
Chairman of the Board of the Company.
(d) Warren D. Stowell has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) Warren D. Stowell, has not, during the last five years, been a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as a result of which he 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 violation
with respect to such laws.
(f) Warren D. Stowell is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Of the 255,000 Common Shares reported, 250,000 shares are issuable
upon exercise of an option granted on January 28, 1996 which vests in four equal
annual installments, commencing January 28, 1996, subject to the reporting
person's employment by the Company on each vesting date. Thus, on January 28,
1996, the option vested as to 62,500 shares of common stock. On January 28,
1997, the option vested as to an additional 62,500 shares and as a result of
such vesting, Mr. Stowell beneficially owned 5.1% of the issued and outstanding
common stock on such date. On January 28, 1998, the option vested as to an
additional 62,500 shares, as a result of which Mr. Stowell's beneficial
ownership percentage was 7.3%. Although the remaining 62,500 shares underlying
the option have not yet vested, Mr. Stowell has included them in this report for
convenience. The options are exercisable at $.25 per share until May 14, 2006.
As of this date, no options have been exercised.
ITEM 4. PURPOSE OF TRANSACTION.
Warren D. Stowell's options to acquire Common Shares of the Company
were acquired in connection with his employment by the Company and are being
held as an investment. Mr. Stowell does not have any present plans or proposals
which relate to or would result in: (a) the acquisition or disposition by any
person of additional securities of the Company, (b) an extraordinary corporate
transaction, such as a merger, reorganization or liquidation, (c) a sale or
transfer of a material amount of assets of the Company or any of its
subsidiaries, (d) any change, in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company, (f) any
other material change in the Company's business or corporate structure, (g) any
change in the Company's charter, bylaws or instruments corresponding thereto or
other actions which may impede the acquisition or control of the Company by any
person, (h) a class of securities of the Company to be delisted from a national
securities exchange or cease being authorized to be quoted in an inter-dealer
quotation system of a registered national securities association, (i) a class of
equity securities of the Company becoming eligible for termination of
registration pursuant to Section 12(g)(4) of the Securities Exchange Act of
1934, or (j) any action similar to any of those enumerated above.
<PAGE>
SCHEDULE 13D
CUSIP NO. 867939-10-0 Page 4 of 4 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) The number of Common Shares beneficially owned by Warren D.
Stowell is 255,000/1/, comprising approximately 9.5% of the outstanding Common
Shares. 250,0000 of these shares are issuable upon exercise of an option.
(b) Warren D. Stowell has sole voting and sole dispositive power with
respect to the 255,000 shares, of which 250,000 shares are subject to an option.
(c) Not applicable.
(d) Not applicable.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT
TO SECURITIES OF THE ISSUER.
Not applicable.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
None.
SIGNATURE
After reasonable inquiry and to the best of its knowledge and belief,
the undersigned certifies that the information set forth in this statement is
true, complete and correct.
Dated: February 13, 1998 /s/ Warren D. Stowell
--------------------------------
Warren D. Stowell
ORLANDO/GORDONS/34948/qys01!.DOC/1/17/98
_________________________
/1/ NOTE: See response to Item 3. 187,500 shares underlying the option were
----
vested as of January 28, 1998. The remaining 62,500 shares underlying the option
will vest on January 28, 1999, subject to Mr. Stowell's employment by the
Company on that date.
