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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15 (d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: DECEMBER 30, 1998
Complete Wellness Centers, Inc.
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(Exact Name of Registrant as specified in its Charter)
Delaware 0-22115 52-1910135
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(State or other jurisdiction (Commission File No.) (I.R.S. Employer
or corporation) Identification No.)
666 11th Street, NW, Suite 200
Washington, D.C. 20001
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(Address of Principal (Zip Code)
Executive Offices)
Registrant's telephone number, including area code: (202) 639-9700
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(Former name or former address, if changed since last report)
Item 1. CHANGES IN CONTROL OF REGISTRANT
I.
The Board of Directors held a special meeting on December 21, 1998 and elected
eight new directors effective January 4, 1999 as called for under the Investment
Agreement with Wexford Spectrum Investors LLC and Imprimis Investors LLC
(together "Wexford"). The director designees are Kenneth A. Rubin, Frederick B.
Simon, Frank Goveia, Joseph M. Jacobs, Jay L. Maymudes, Arthur H. Amron, Paul M.
Jacobi, and Douglas J. Lambert. These individuals, together with the existing
board members will constitute the entire board of 15 members and Wexford will
have the ability to control the Board.
II.
An Information Statement DEF 14C pursuant to section 14(f) of the Securities
Exchange Act of 1934 and Rule 14f-1 thereunder as filed with the Commission on
December 22, 1998 is incorporated herein by reference.
III.
Form 8-K as filed with the Commission on February 9, 1998 is incorporated herein
by reference.
Form 8-K/A as filed with the Commission on March 12, 1998 is incorporated herein
by reference.
Form 8-K as filed with the Commission on July 10, 1998 is incorporated herein by
reference.
Form 8-K as filed with the Commission on August 21, 1998 is incorporated herein
by reference.
Form 8-K as filed with the Commission on December 3, 1998 is incorporated herein
by reference.
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Item 7. EXHIBITS
Exhibit I
Press Release dated December 23, 1998 describing the above action taken by the
Board and attached hereto.
SIGNATURES
Pursuant to the requirements of the Securities and Exchange Act of 1934, the
registrant caused this report to be signed on its behalf by the undersigned
thereto duly authorized. Date: December 30, 1998.
Complete Wellness Centers, Inc.
By: /s/ E. Eugene Sharer
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E. Eugene Sharer
Vice Chairman
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Exhibit 1.
FOR IMMEDIATE RELEASE
CONTACT: NASDAQ SCM: CMWL, CMWLW
C. Thomas McMillen, Chairman and CEO
Complete Wellness Centers, Inc.
(202) 639-9700
COMPLETE WELLNESS CENTERS, INC. TO ADD EIGHT NEW DIRECTORS TO BOARD
WASHINGTON, D.C. - December 23, 1998 - COMPLETE WELLNESS CENTERS, INC. ("CWC"),
the largest nationwide organization of integrated medical centers, announced
that its Board of Directors approved a resolution to increase the size of the
Board from nine members to fifteen. Currently, there are seven members serving.
In conjunction with the resolution, pursuant to certain rights in connection
with the preferred stock investment in the Company of its institutional
investors, Wexford Management L.L.C., Wexford Spectrum Investors L.L.C., and
Imprimis Investors L.L.C. (collectively "Wexford"), the Board of Directors has
voted to add eight new members effective January 4, 1999. The eight new
directors, representing a majority of the Board, are affiliated with Wexford.
The Company has filed a form Section 14(f) with the Securities and Exchange
Commission pursuant to the aforementioned arrangement.
Complete Wellness Centers, Inc., a multi-disciplinary physician practice
management company, now manages 82 Complete Wellness Medical Centers, all of
which provide both traditional and alternative healthcare services. The
Company's common stock and warrants trade on the NASDAQ Small Cap market under
the symbols, CMWL and CMWLW, respectively.
The Company, from time to time, may discuss forward-looking information. This
press release contains forward-looking statements which are estimates by the
Company's management. Such statements are subject to various risks and
uncertainties that may be beyond the Company's control, and may cause results to
differ from management's current expectations and should not be relied upon by
the investors in the Company. Prospective investors may contact Michael
Brigante, Chief Financial Officer of the Company, to obtain copies of the
prospectuses which include certain information about the offerings.
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