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)
Samson Soroka
1228 East 22nd Street
Brooklyn, NY 11210
(212) 594-1111
(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
August 6, 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: Samson Soroka ###-##-####
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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 530,911 (see Item 5)
NUMBER OF -----------------------------------------------------
SHARES 8 SHARED VOTING POWER NONE
BENEFICIALLY -----------------------------------------------------
OWNED BY EACH 9 SOLE DISPOSITIVE POWER 530,911 (see Item 5)
REPORTING -----------------------------------------------------
PERSON WITH 10 SHARED DISPOSITIVE POWER NONE
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY
EACH REPORTING PERSON 530,911 (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) 12.6% (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"). 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 Samson Soroka, an individual
(the "Reporting Person"). The Reporting Person's home address is 1228 East 22nd
Street, Brooklyn, NY 11210.
(c) The Reporting Person's principal employment is as president and a
director of Beepers Plus Communications Corp., a privatly held communications
equipment company at 1562 44th Street, Brooklyn, NY 11219.
(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 is a stockholder of a privately held New Jersey
Subchapter "S" corporation named Heart to Heart Health Care Services, Inc.
("Heart to Heart") in which he beneficially owns 18.75% of the outstanding
equity shares. On August 6, 1998, Heart to Heart, which is the holder of the
Issuer's promissory note in the face amount of $1,150,000 currently bearing
interest at the rate of 9% per annum, converted $600,000 of the principal amount
of that promissory note into 480,000 shares of the Issuer's newly authorized
Class A Convertible Preferred Stock at a conversion
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price of $1.25 per share, each share of which is convertible at any time into
shares of the Issuer's Common Stock. As the owner of 18.75% of the equity of
Heart to Heart, the Reporting Person is receiving 90,000 shares of the Issuer's
Class A Convertible Preferred Stock. The source of funds used to purchase those
shares was a $112,500 portion of the Issuer's indebtedness which was converted
into those shares.
Item 4. Purpose of Transaction.
The Reporting Person acquired beneficial ownership of the Issuer's Common
Stock by reason of having acquired shares of the Issuer's Class A convertible
Preferred Stock for the purpose of (i) investment and (ii) for the purpose of
enabling the Issuer to increase its net tangible assets by reducing its
indebtedness so as to comply with the continued listing requirements of the
Nasdaq SmallCap Market requiring more than $2,000,000 in net tangible assets.
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) Upon the acquisition of shares of the Issuer's Class A Convertible
Preferred Stock, the Reporting Person becomes the beneficial owner of 530,911
shares of the Issuer's $.01 par value Common Stock, which represents 12.6% 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 530,911
shares of the Issuer's Common Stock beneficially owned by the Reporting Person,
440,911 shares are owned directly 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.
(b) The Reporting Person has the sole power to vote or direct the
disposition of up to 530,911 shares of the Issuer's Common Stock.
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(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. The only relationship between the Reporting Person and
the other stockholders of Heart to Heart who have also acquired shares of the
Issuer's Class A Convertible Preferred Stock is that they each are shareholders
of Heart to Heart and have acquired shares of the Issuer's Class A Convertible
Preferred Stock as part of the transaction between Heart to Heart and the Issuer
in which Heart to Heart agreed to convert $600,000 of outstanding Issuer debt
into such shares and directed the issuance of those shares to the Heart to Heart
stockholders as their interests appeared.
Item 7. Materials to be Filed as Exhibits.
Exhibit 10.41 - Agreement between the Issuer and Heart to Heart Health
Care Services, Inc. dated August 6, 1998.
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: September 9, 1998
/s/ Samson Soroka
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Samson Soroka
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EXHIBIT 10.41
HEART TO HEART HEALTH CARE SERVICES, INC.
7 Glenwood Avenue
East Orange, NJ 07017
August 6, 1998
New York Health Care, Inc.
1850 McDonald Avenue
Brooklyn, NY 11223
Re: Conversion of $600,000 of Debt into Equity
Gentlemen:
This letter will serve to confirm the mutual agreement between Heart to
Heart Health Care Services, Inc. ("Heart to Heart") and New York Health Care,
Inc. ("NYHC"), that as a result of recent discussions between Heart to Heart and
New York Health Care, Heart to Heart will convert an aggregate principal amount
of $600,000 of its March 29, 1998 promissory note made by NYHC to the order of
Heart to Heart in the face amount of $1,150,000 bearing interest at the current
rate of 9% per annum payable quarterly into 480,000 shares of the Class A
Convertible Preferred Stock of NYHC.
Please confirm your agreement to the foregoing by signing acknowledgment
below.
Thank you for your kind attention.
Very truly yours,
HEART TO HEART HEALTH
CARE SERVICES, INC.
By: /s/Jacob Rosenberg
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Authorized Officer
ACCEPTED AND AGREED:
NEW YORK HEALTH CARE, INC.
By: /s/Jerry Braun
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Jerry Braun, President
