FORM 3
U.S. SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
INITIAL STATEMENT OF |_____________________|
BENEFICIAL OWNERSHIP OF SECURITIES |OMB NUMBER: 3235-0104|
|EXPIRES: |
| SEPTEMBER 30, 1998 |
Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE |
Securities Exchange Act of 1934, |BURDEN HOURS |
Section 17(a) of the Public Utility |PER RESPONSE 0.5 |
Holding Company Act of 1935 |_____________________|
or Section 30(f) of the Investment
Company Act of 1940
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1. Name and Address of Reporting Person
WEXFORD SPECTRUM INVESTORS LLC
(Last) (First) (Middle)
411 West Putnam Avenue, Suite 125
________________________________________________________________________
(Street)
Greenwich Connecticut 06830
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(City) (State) (Zip)
___________________________________________________________________________
2. Date of Event Requiring Statement (Month/Day/Year)
January 13, 1998
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3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
___________________________________________________________________________
4. Issuer Name and Ticker or Trading Symbol
Complete Wellness Centers, Inc. (CMWL)
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5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE)
( ) DIRECTOR
(X ) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
_____________________________________
____________________________________________________________________________
6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR)
____________________________________________________________________________
7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE)
_x_FORM FILED BY ONE REPORTING PERSON
__FORM FILED BY MORE THAN ONE REPORTING PERSON
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
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|1. TITLE OF SECURITY|2. AMOUNT OF |3. OWNERSHIP |4. NATURE OF INDIRECT |
| (INSTR. 4) | SECURITIES | FORM DIRECT| BENEFICIAL OWNERSHIP|
| | BENEFICIALLY| DIRECT (D) | (INSTR. 5) |
| | OWNED | OR INDIRECT| |
| | (INSTR. 4) | (I) (INSTR.| |
| | | 5) | |
|____________________|_______________|______________|_______________________|
Senior Redeemable 20,000 shares Direct
Preferred Stock, par
value $.01 per share(1)
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TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED
(E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES)
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1. Title of Derivative Security (Instr. 4)
Common Stock Purchase Warrants
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2. Date Exercisable and Expiration Date (Month/Day/Year)
1/13/98(2) 1/12/05
Date Exercisable Expiration Date
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3. Title and Amount of Securities Underlying Derivative Security (Instr. 4)
Common Stock, par value $.0001665 per share 570,000(3)
Title Amount of Number of Shares
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4. Conversion or Exercise Price of Derivative Security
$1.75 per share(3)
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5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)(Instr. 5)
Direct
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6. Nature of Indirect Beneficial Ownership (Instr. 5)
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EXPLANATION OF RESPONSES:
(1) The Senior Redeemable Preferred Stock, par value $.01 (the
"Preferred Stock"), of Complete Wellness Centers, Inc. (the
"Corporation") was issued pursuant to a Certificate of Designation,
Preferences and Rights filed with the Secretary of State of Delaware
on January 12, 1998 (the "Certificate of Designation"). In addition to
the 20,000 shares of Preferred Stock issued to the Reporting Person,
80,000 shares were issued to Imprimis Investors LLC ("Imprimis"), a
related person. The Preferred Stock has a liquidation preference of
$50.00 per share plus accumulated and unpaid dividends (the
"Liquidation Preference"), and entitles its holders to annual cash
dividends equal to (i) in the case of dividends accruing on or prior
to December 31, 2000, 8% of the Liquidation Preference, or, if such
payment in cash is not then made, 10% of the Liquidation Preference
and (ii) in the case of dividends accruing after December 31, 2000,
12% of the Liquidation Preference thereof on the relevant payment date
payable in cash. The Preferred Stock ranks senior to any other class
of stock of the Corporation. The Preferred Stock is mandatorily
redeemable on the earlier of December 31, 2000 and the date of
completion of any financing (subject to certain exceptions) greater
than $5,000,000 by the Corporation or its subsidiaries after the
initial date of issuance of the Preferred Stock. The Preferred Stock
is also redeemable in the event of a breach by the Corporation of its
agreements under an Investment Agreement, dated January 12, 1998,
among the Reporting Person, Imprimis, and the Corporation or a breach
under the Certificate of Designation. The Certificate of Designation
also provides that the Corporation shall take necessary actions to
ensure that a designee of the holders of Preferred Stock is on the
Board of Directors of the Corporation.
(2) Warrants exercisable for an aggregate of 2,850,000 shares of
common stock, par value $.0001665 per share (the "Common Stock"), of
the Corporation are held by the Reporting Person and Imprimis. The
Warrants are exercisable through January 12, 2005. Of such Warrants,
Warrants for an aggregate of 1,350,000 shares of Common Stock can be
exercised at any time prior to December 31, 1998; Warrants for an
additional 300,000 shares of Common Stock can be exercised at any time
beginning January 1, 1999; Warrants for an additional 600,000 shares
of Common Stock can be exercised at any time after April 1, 2000; and
Warrants for an additional 600,000 shares of Common Stock can be
exercised at any time after March 31, 2001, in each case to the extent
not redeemed by the Corporation. The Warrants that cannot be exercised
prior to each of these dates are subject to redemption by the
Corporation, at a redemption price of $.01 per Warrant,as and when
certain financial targets are met. Warrants cannot be exercised to the
extent that such exercise would result in the Reporting Person and
Imprimis owning, in the aggregate, in excess of 50% of the outstanding
shares of the Corporation, after giving effect to the exercise of the
Warrants.
(3) The exercise price of the Warrants is subject to a one-time
reduction of $0.25 per Warrant if the Corporation fails to register
Common Stock for which the Warrants can be exercised pursuant to a
Registration Rights Agreement, dated as of January 12, 1998, among the
Corporation, the Reporting Person and Imprimis. The number of shares
of Common Stock issuable and the exercise price are also subject to
adjustment under customary anti-dilution provisions.
WEXFORD SPECTRUM INVESTORS LLC
** SIGNATURE OF REPORTING PERSON
By: /s/ Arthur H. Amron January 23, 1998
Name: Arthur H. Amron DATE
Title: Vice President
_____________________________
** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL
CRIMINAL VIOLATIONS.
SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A).
NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY
SIGNED. IF SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR
PROCEDURE
POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF
INFORMATION CONTAINED IN THIS FORM ARE NOR REQUIRED TO RESPOND
UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER.
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