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
____________________________________________________________________________
1. Name and Address of Reporting Person
WEXFORD MANAGEMENT LLC
(Last) (First) (Middle)
411 West Putnam Avenue, Suite 125
_________________________________________________________________________
(Street)
Greenwich Connecticut 06830
_________________________________________________________________________
(City) (State) (Zip)
____________________________________________________________________________
2. Date of Event Requiring Statement (Month/Day/Year)
January 13, 1998
____________________________________________________________________________
3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
____________________________________________________________________________
4. Issuer Name and Ticker or Trading Symbol
Complete Wellness Centers, Inc. (CMWL)
____________________________________________________________________________
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)
___FORM FILED BY ONE REPORTING PERSON
_x_FORM FILED BY MORE THAN ONE REPORTING PERSON
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TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED
____________________________________________________________________________
|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 100,000 shares Indirect By Management
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)
____________________________________________________________________________
1. Title of Derivative Security (Instr. 4)
Common Stock Purchase Warrants
____________________________________________________________________________
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 2,850,000
Title Amount of Number of Shares
____________________________________________________________________________
4. Conversion or Exercise Price of Derivative Security
$1.75 per share(3)
____________________________________________________________________________
5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)(Instr. 5)
Indirect
____________________________________________________________________________
6. Nature of Indirect Beneficial Ownership (Instr. 5)
By Management
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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"). An aggregate
of 100,000 shares of Preferred Stock were issued to Wexford Spectrum
Investors LLC ("Wexford"), and Imprimis Investors LLC ("Imprimis"),
related persons of Wexford Management LLC. 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 Imprimis, Wexford, 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"), are
held by Imprimis and Wexford. 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 Wexford 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, Imprimis and Wexford. The number of shares of Common
Stock issuable and the exercise price are also subject to adjustment
under customary anti-dilution provisions.
WEXFORD MANAGEMENT LLC
** SIGNATURE OF REPORTING PERSON
By: /s/ Arthur H. Amron January 23, 1998
Name: Arthur H. Amron DATE
Title: Senior 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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ATTACHMENT TO FORM 3
Name of designated filer: Wexford Management LLC
Name of joint filer: Joseph M. Jacobs
Address of joint filer: c/o Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut 06830
Date of event requiring
filing: January 13, 1998
Issuer Name and
Ticker or Trading Symbol: Complete Wellness Centers,
Inc. (CMWL)
/s/ Joseph M. Jacobs January 23, 1998
_______________________ _________________
** Signature of Reporting Person Date
ATTACHMENT TO FORM 3
Name of designated filer: Wexford Management LLC
Name of joint filer: Charles E. Davidson
Address of joint filer: c/o Wexford Management LLC
411 West Putnam Avenue
Greenwich, Connecticut 06830
Date of event requiring
filing: January 13, 1998
Issuer Name and
Ticker or Trading Symbol: Complete Wellness Centers,
Inc. (CMWL)
/s/ Charles E. Davidson January 23, 1998
_______________________ _________________
** Signature of Reporting Person Date
