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 6, 1999
SUNSTAR HEALTHCARE, INC.
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(Exact Name of Registrant as Specified in its Charter)
Delaware 1-14382 59-3361076
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(State or Other Jurisdiction of (Commission File Number) ( I.R.S. Employer
Incorporation) Identification No.)
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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Effective April 6, 1999, four of the directors of SunStar
Healthcare, Inc. (the "Company") resigned from the Board of Directors of the
Company. Three of the four former directors, Frederick H. Fialkow, Steven
Fialkow and Bernard Levine, M.D., are directors of National Home Health Care
Corp. ("National") and the fourth, Richard Seidelman, M.D., is unaffiliated with
National.
The Company, until its initial public offering in May 1996, had
been a wholly-owned subsidiary of National. National is a provider of home
health care services in the New York City metropolitan area, including counties
in New Jersey and Connecticut. As of the date hereof, National owns
approximately 30.5% of the outstanding common stock of the Company.
Following the resignations, the remaining directors of the Company
are Warren D. Stowell, President, Chief Executive Officer and Chairman of the
Board of Directors of the Company, and David A. Jesse, Executive Vice President,
Chief Operating Officer and Secretary of the Company. All of the resigning
directors were non-employee directors and the three National directors comprised
the audit and compensation committees of the Company.
The remaining directors have nominated Jerry Balter, Managing
Partner of the Ulysses Group, a health care and emerging technology advisory
firm, to fill one of the vacancies created by the resignations and to serve on
both the audit and compensation committees of the Company. Mr. Balter has agreed
to so serve until the next Annual Meeting of the shareholders of the Company,
which is expected to be held next month. Management anticipates that a complete
slate of proposed directors, including Messrs. Stowell, Jesse and Balter, will
be nominated for election to the Board of the Company at such Annual Meeting.
The Company anticipates that its Form 10-KSB for the transition
period ended December 31, 1998, which is scheduled to be filed not later than
April 15, 1999, will be signed on behalf of the Board of the Company by Messrs.
Stowell and Jesse.
There are no arrangements, known to the Company, including any
pledge by any person of securities of the Company, the operation of which may at
a subsequent date result in a change in control of the Company.
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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 12, 1999 SUNSTAR HEALTHCARE, INC.
By: /s/ David A. Jesse
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David A. Jesse
Executive Vice President, Chief
Operating Officer and Secretary
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