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SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13G
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULES 13d-1(b)(c), AND (d) AND AMENDMENTS THERETO FILED
PURSUANT TO RULE 13d-2(b)
(Amendment No. )1
SUNSTAR HEALTHCARE, INC.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
867939-10-0
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(CUSIP Number)
July 16, 1998
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(Date of Event Which Requires Filing of This Statement)
Check the appropriate box to designate the rule pursuant to which this Schedule
is filed:
|_| Rule 13d-1(b)
|X| Rule 13d-1(c)
|_| Rule 13d-1(d)
- --------
1 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 in 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 5 pages
<PAGE>
CUSIP No. 867939-10-0 13G Page 2 of 5 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
David A. Jesse
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)[ ]
(b)[X]
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
United States
NUMBER OF 5 SOLE VOTING POWER
SHARES
BENEFICIALLY 58,333
OWNED BY
EACH
REPORTING
PERSON
WITH
6 SHARED VOTING POWER
474,330
7 SOLE DISPOSITIVE POWER
58,333
8 SHARED DISPOSITIVE POWER
474,330
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
532,663
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES*
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
17.9%
12 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
Page 2 of 5 pages
<PAGE>
CUSIP No. 867939-10-0 13G Page 3 of 5 Pages
------------- ----- -------
AMENDMENT NO. 1
TO
SCHEDULE 13G
Item 1(a). Name of Issuer:
SunStar Healthcare, Inc.
Item 1(b). Address of Issuer's Principal Executive Offices:
300 International Drive, Suite 230, Heathrow, Florida 32746.
Item 2(a). Name of Person Filing:
David A. Jesse
Item 2(b). Address of Principal Business Office or, if None, Residence:
c/o SunStar Healthcare, Inc., 300 International Drive, Suite
230, Heathrow, Florida 32746.
Item 2(c). Citizenship:
United States
Item 2(d). Title of Class of Securities:
Common Stock, $.001 par value
Item 2(e). CUSIP Number:
867939-10-0
Item 3. If this statement is filed pursuant to Rules 13d-1(b), or
13d-2(b), check whether the person filing is a:
Not Applicable
Page 3 of 5 pages
<PAGE>
CUSIP No. 867939-10-0 13G Page 4 of 5 Pages
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Item 4. Ownership. As of December 31, 1998:
(a) Amount beneficially owned: 532,663 shares of Common
Stock. Includes 58,333 shares of Common Stock
beneficially owned by Mr. Jesse subject to
immediately exercisable stock options. Also includes
474,330 shares with respect to which Mr. Jesse has
shared voting power pursuant to a voting agreement
and irrevocable proxy dated July 16, 1998 among Mr.
Jesse, Warren D. Stowell, President and CEO of the
Issuer and certain investors in a private placement
of Common Stock of the Issuer.
(b) Percent of class: 17.9%
(c) Number of shares as to which such person has:
(i) Sole power to vote or direct the vote:
58,333
(ii) Shared power to vote or direct the vote: 474,330
(iii) Sole power to dispose or direct the
disposition of: 58,333
(iv) Shared power to dispose or direct the
disposition of: 474,330
Item 5. Ownership of Five Percent or Less of a Class.
Not Applicable
Item 6. Ownership of More than Five Percent on Behalf of Another
Person.
Not Applicable
Item 7. Identification and Classification of the Subsidiary Which
Acquired the Security Being reported on by the Parent Holding
Company.
Not Applicable
Item 8. Identification and Classification of Members of the Group.
Not Applicable
Item 9. Notice of Dissolution of Group.
Not Applicable
Page 4 of 5 pages
<PAGE>
CUSIP No. 867939-10-0 13G Page 5 of 5 Pages
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Item 10. Certification.
By signing below I certify that, to the best of my knowledge and
belief, the securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the control of the
issuer of the securities and were not acquired and are not held in connection
with or as a participant in any transaction having that purpose or effect.
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.
2/11/99
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(Date)
/s/ David A. Jesse
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(Signature)
David A. Jesse
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(Name/Title)
Page 5 of 5 pages
