SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): April 21, 1999
SUNSTAR HEALTHCARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
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Delaware 1-14382 59-3361076
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(State or Other Jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
Incorporation)
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300 International Parkway, Suite 230
Heathrow, Florida 32746
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(Address of Principal Executive Offices) (Zip Code)
(Registrant's telephone number, including area code): (407) 304-1066
Not Applicable
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(Former Name or Former Address, if Changed Since Last Report)
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Item 5. Other Events
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The Company has completed a private placement of Units (the "Offering")
under Regulation D to persons who qualify as "accredited investors" (as defined
in Rule 501 under the Securities Act of 1933 (the "Act")). Each Unit consists
of: (i) one share of Series A Preferred Stock (the "Preferred Stock"), par value
$.001 per share, of the Company, convertible into shares of the Company's Common
Stock, par value $.001 per share (the "Common Stock"), at an initial conversion
price of $3.75 per share of Common Stock, subject to adjustment, and accruing
dividends at the cumulative rate of 10% per share per annum; and (ii) one
warrant (the "Warrants") to purchase one share of Common Stock at $5.00 per
share up to 60 months from the date of the Offering. The conversion price of the
Preferred Stock automatically adjusts upon each of the second and fourth
anniversaries of the initial closing of the Offering to an amount per share of
Common Stock equal to 75% of the average bid price of the Common Stock for the
90 days preceding each such anniversary; provided that such conversion price
shall not be so adjusted to be less than $2.75 per share. The purchase price per
Unit was $10.00.
The Company sold a total of 501,425 Units in the Offering,
resulting in gross proceeds to the Company of $5,014,250. After deducting
commissions and expenses of the Offering, the Company raised net proceeds of
approximately $4,242,398. The Company intends to utilize these proceeds, along
with existing funds, primarily towards expansion and growth plans, compliance
with Florida statutory equity requirements for HMOs, increased HMO membership
through sales, marketing and related expenses and working capital.
The Offering included an obligation of the Company to file a
registration statement with the Securities and Exchange Commission covering all
of the shares of Common Stock underlying the Preferred Stock and the Warrants,
subject to a one-year holding period commencing upon the commencement date of
the Offering.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Date: April 21, 1999 SUNSTAR HEALTHCARE, INC.
By: /s/ David A. Jesse
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David A. Jesse
Executive Vice President and
Chief Operating Officer
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