SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934 (Amendment No. )*
NEW YORK HEALTH CARE, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
649487105
(CUSIP Number)
Jacob Rosenberg
932 East 29th Street
Brooklyn, NY 11210
(718) 375-6700
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
With a copy to:
William J. Davis, Esq.
Scheichet & Davis, P.C.
505 Park Avenue, 20th Floor
New York, NY 10022
(212) 688-3200
October 3, 1998
(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 13,
and is filing this schedule because of Rule 13d-1(b)(3) or (4), check
the following box [_].
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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).
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CUSIP NO. 649487105
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1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE
PERSONS: Jacob Rosenberg ###-##-####
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS) AF
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5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS
IS REQUIRED PURSUANT TO ITEM 2(d) OR 2(e) [_]
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6 CITIZENSHIP OR PLACE OF ORGANIZATION New York
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7 SOLE VOTING POWER 585,401 (see Item 5)
NUMBER OF ---------------------------------------------------------
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY ---------------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 585,401 (see Item 5)
REPORTING ---------------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 585,401 (see Item 5)
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11)
EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) [_]
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13 PERCENT OF CLASS REPRESENTED
BY AMOUNT IN ROW (11) 13.5% (see Item 5)
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) IN
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Item 1. Security and Issuer.
The class of equity securities to which this statement relates is the
common stock, par value $.01 per share (the "Common Stock") of New York Health
Care, Inc., a New York corporation (the "Issuer") which is issuable upon the
exercise of both incentive and non-qualified stock options of the Issuer which
were awarded to the Reporting Person. The Issuer's principal executive offices
are located at 1850 McDonald Avenue, Brooklyn, NY 11223.
Item 2. Identity and Background.
(a) - (b) The person filing this Schedule is Jacob Rosenberg, an
individual (the "Reporting Person"). The Reporting Person's home address is 932
East 29th Street, Brooklyn, NY 11210.
(c) The Reporting Person's principal employment is as secretary, chief
operating officer and a director of the Issuer, at 1850 McDonald Avenue,
Brooklyn, NY 11223.
(d) - (e) At no time during the last five years was the Reporting Person
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors) or a party to a civil proceeding of a judicial or administrative
body of competent jurisdiction and as a result of such proceeding 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 law
or finding any violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States.
Item 3. Source and Amount of funds or Other Consideration.
The Reporting Person was awarded two stock options by the Issuer on June
2, 1998; an incentive stock option with a five-year term exercisable no sooner
than six months after the date of issue for a total of 55,000 shares of the
Issuer's Common Stock at a price of $1.788 per share (fair market value on the
date of issue plus 10%), and a non-qualified stock option with a ten-year term
exercisable no sooner than six months after the date of issue for 55,000 shares
of Common Stock at
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an exercise price of $1.625 (fair market value on the date of issue). These
stock options were issued to the Reporting Person as an incentive award without
requiring him to pay any consideration to the Issuer. If and when the Reporting
Person exercises either stock option, the source of the exercise price
consideration to be paid by the Reporting Person will consist of either a
"cashless exercise," in which the Reporting Person will surrender a sufficient
number of shares of Common Stock to the Issuer to equal the exercise price or,
if a cash exercise, will consist of cash from the Reporting Person's personal
resources. The earliest date that the Reporting Person may exercise any portion
of the stock options described herein is December 2, 1998.
Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership of the Issuer's Common
Stock by reason of having acquired both an incentive stock option for 55,000
shares of Common Stock and a non-qualified stock option for 55,000 shares of
Common Stock, each of which are for the purpose of investment.
Except as set forth above, the Reporting Person has no present plans or
proposals which relate to, or would result in: the acquisition by any person of
additional securities of the Issuer; an extraordinary corporate transaction,
such as a merger, reorganization or liquidation, involving the Issuer or any of
its subsidiaries; a sale or transfer of a material amount of assets of the
Issuer or any of its subsidiaries; a change in the present board of directors or
management of the Issuer, including plans or proposals to change the number or
term of directors or to fill any existing vacancies on the board; a material
change in the present capitalization or dividend policy of the Issuer or any
other material change in the Issuer's business or corporate structure; a change
in the Issuer's certificate of incorporation or bylaws or other actions which
might impede the acquisition of control of the Issuer by any person; causing a
class of securities of the Issuer being delisted from a national securities
exchange or ceasing to be authorized to be quoted in an inter-dealer quotation
system of a registered national securities association; a class of equity
securities of the Issuer becoming eligible for termination of registration
pursuant to Section 12(g)(4) of the Securities Exchange Act of 1934; or any
action similar to any of those enumerated above.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person becomes the beneficial owner of 585,401 shares of
the Issuer's $.01 par value Common Stock, which represents 13.5% of the issued
and outstanding shares of the Issuer's Common Stock as of June 30, 1998, the
date of the Issuer's most recent Form 10-QSB Report. Of the 585,401 shares of
the Issuer's Common Stock beneficially owned by the Reporting Person, 385,401
shares are owned directly, 110,000 shares are available for acquisition pursuant
to stock options owned by the Reporting Person and 90,000 shares are available
for acquisition pursuant to the terms of the Issuer's Class A Convertible
Preferred Stock owned by the Issuer.
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(b) The Reporting Person has the sole power to vote or direct the
disposition of up to 585,401 shares of the Issuer's Common Stock.
(c) No transactions in common stock were effected by the Reporting Person
during the past 60 days or since the most recent filing on Schedule 13D.
(d) No person other than the Reporting Person herein has the right to
receive or the power to direct the receipt of dividends or the proceeds from the
sale of the securities being reported herein.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The Reporting Person has no contract, arrangement, understanding or
relationship (legal or otherwise) with any person with respect to any security
of the Issuer, including, but not limited to, transfer or voting of any
securities, finder's fees, joint ventures, loan or option arrangements, puts or
calls, guarantees of profits, division of profits or losses or the giving or
withholding of proxies.
Item 7. Materials to be Filed as Exhibits.
None.
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.
Dated: October 9, 1998
/s/ Jacob Rosenberg
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Jacob Rosenberg
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