SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO 13d-
1(a) AND AMENDMENTS THERETO FILED PURSUANT TO 13d-2(a)
(AMENDMENT NO. 2)
COMPLETE WELLNESS CENTERS, INC.
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(Name of Issuer)
Common Stock, par value $.0001665 per share
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(Title of Class and Securities)
20452H4-10-3
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(CUSIP Number of Class of Securities)
Arthur Amron, Esq.
411 West Putnam Avenue, Suite 125
Greenwich, Connecticut 06830
(203) 862-7000
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(Name, Address and Telephone Number of Person Authorized to Receive
Notices and Communications)
Copy to:
Randall H. Doud, Esq.
Skadden, Arps, Slate, Meagher & Flom LLP
919 Third Avenue
New York, New York 10022
(212) 735-3000
September 10, 1998, September 30, 1998, and October 22 - 31, 1998
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(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 Statement because of
Rule 13d-1(b)(3) or (4), check the following: ( )
See Rule 13d-1(a) for other parties to whom copies are to be sent.
CUSIP No. 20452H4-10-3 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Imprimis Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
-0-
NUMBER OF -----------------------------------------------
SHARES 8. SHARED VOTING POWER
BENEFICIALLY 2,449,716
OWNED BY -----------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING -0-
PERSON -----------------------------------------------
WITH 10. SHARED DISPOSITIVE POWER
2,449,716
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,449,716
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
44.7% (based on 2,416,635 shares of Common Stock outstanding
on September 30, 1998 and 3,061,207 shares of Common Stock
issuable to the Reporting Person and the other Reporting
Persons filing this Schedule 13D). See Items 5 and 6.
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14. TYPE OF REPORTING PERSON
OO
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CUSIP No. 20452H4-10-3 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Wexford Spectrum Investors LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
WC
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 615,241
EACH -----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------
10. SHARED DISPOSITIVE POWER
615,241
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
615,241
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
11.2% (based on 2,416,635 shares of Common Stock outstanding
on September 30, 1998 and 3,061,207 shares of Common Stock
issuable to the Reporting Person and the other Reporting
Persons filing this Schedule 13D). See Items 5 and 6.
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14. TYPE OF REPORTING PERSON
OO
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CUSIP No. 20452H4-10-3 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Wexford Management LLC
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
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7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,061,207
EACH -----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------
10. SHARED DISPOSITIVE POWER
3,061,207
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,207
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12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.9% (based on 2,416,635 shares of Common Stock outstanding
on September 30, 1998 and 3,061,207 shares of Common Stock
issuable to the Reporting Person and the other Reporting
Persons filing this Schedule 13D). See Items 5 and 6.
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14. TYPE OF REPORTING PERSON
IA
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CUSIP No. 20452H4-10-3 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Joseph M. Jacobs
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,061,207
EACH -----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------
10. SHARED DISPOSITIVE POWER
3,061,207
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,207
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.9% (based on 2,416,635 shares of Common Stock outstanding
on September 30, 1998 and 3,061,207 shares of Common Stock
issuable to the Reporting Person and the other Reporting
Persons filing this Schedule 13D). See Items 5 and 6.
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14. TYPE OF REPORTING PERSON
IN
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CUSIP No. 20452H4-10-3 13D
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1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Charles E. Davidson
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
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3. SEC USE ONLY
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4. SOURCE OF FUNDS
AF
---------------------------------------------------------------------------
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
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7. SOLE VOTING POWER
NUMBER OF -0-
SHARES -----------------------------------------------
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,061,207
EACH -----------------------------------------------
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH -----------------------------------------------
10. SHARED DISPOSITIVE POWER
3,061,207
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,061,207
---------------------------------------------------------------------------
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
---------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
55.9% ((based on 2,416,635 shares of Common Stock outstanding
on September 30, 1998 and 3,061,207 shares of Common Stock
issuable to the Reporting Person and the other Reporting
Persons filing this Schedule 13D). See Items 5 and 6.
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14. TYPE OF REPORTING PERSON
IN
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Item 4. Purpose of Transaction.
Imprimis and Wexford, as the holders of all of the Preferred Stock,
have the right, pursuant to the Certificate of Designation, Preferences and
Rights for the Preferred Stock, to hold majority representation on the
Company's Board of Directors in the event that the Company fails to redeem
all of the Preferred Stock on or prior to January 3, 1999. Imprimis and
Wexford intend to exercise this right if the Company should fail to redeem
all of the Preferred Stock.
Except as described above, the Reporting Persons do not have any plans
or proposals, other than those described in the preceding paragraph, which
relate to or would result in any of the actions or transactions specified
in clauses (a) through (j) of Item 4 of Schedule 13D. The Reporting
Persons reserve the right to acquire or dispose of Common Stock or the
Preferred Stock or to formulate other purposes, plans or proposals
regarding the Company or the Common Stock or the Preferred Stock held by
the Reporting Persons to the extent deemed advisable in light of general
investment policies, market conditions and other factors.
Item 5. Interest in Securities of the Issuer.
In a series of private transactions from October 22, 1998 through
October 31, 1998, the Reporting Persons sold in the aggregate 100,000
shares of Common Stock at $2.50 per share, of which Imprimis sold 80,000
shares and Wexford sold 20,000 shares.
The Reporting Persons sold their shares of Common Stock pursuant to
stock purchase agreements (each, a "Stock Purchase Agreement"), a form of
which is attached as Exhibit X hereto and is incorporated by reference
herein.
On September 10, 1998, Frederick B. Simon, an officer of Wexford
Management, resigned as a director of the Company, a result of which
options to purchase 3,750 shares of Common Stock that had been granted to
Mr. Simon lapsed without vesting. The Reporting Persons may be deemed to
have had an interest in Mr. Simon's options.
On September 30, 1998, the Reporting Persons received as a dividend on
their shares of Preferred Stock a total of 2,610 additional shares of
Preferred Stock, of which 2,088 shares were payable as a dividend to
Imprimis and 522 shares were payable as a dividend to Wexford.
The Reporting Persons may be deemed to beneficially own the respective
percentages and numbers of outstanding shares of Common Stock set forth
below, including 3,750 shares of Common Stock issuable pursuant to an
option, which is currently vested, granted to Mr. Simon on May 26, 1998 at
an exercise price of $2.81 per share in connection with his prior services
as a director of the Company, in which the Reporting Persons may be deemed
to have an interest. Such percentages have been calculated using
information obtained from the Company's quarterly report on Form 10-QSB for
the quarterly period ended September 30, 1998, on the basis of 2,416,635
shares of Common Stock issued and outstanding on September 30, 1998 and
based on an assumed 3,061,207 shares of Issuable Common Stock at an assumed
conversion price of $1.75 per share of Common Stock issuable to the
Reporting Person and the other Reporting Persons filing this Schedule 13D.
A. Imprimis
(a) Aggregate number of shares of Common Stock beneficially owned:
2,449,716, composed of 2,445,966 shares of Issuable Common Stock
and 3,750 shares of Common Stock issuable upon exercise of Mr.
Simon's option.
Percentage: 44.7%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 2,449,716
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 2,449,716
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by Imprimis during the past 60
days.
(d) Not applicable.
(e) Not applicable.
B. Wexford Spectrum Investors LLC
(a) Aggregate number of shares of Common Stock beneficially owned:
615,241, composed of 611,491 shares of Issuable Common Stock and
3,750 shares of Common Stock issuable upon exercise of Mr.
Simon's option.
Percentage: 11.2%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 615,241
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 615,241
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by Wexford during the past 60
days.
(d) Not applicable.
(e) Not applicable.
C. Wexford Management
(a) Aggregate number of shares of Common Stock beneficially owned:
3,061,207, composed of 3,057,457 shares of Issuable Common Stock
and 3,750 shares of Common Stock issuable upon exercise of Mr.
Simon's option.
Percentage: 55.9%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 3,061,207
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,061,207
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by Wexford Management during the
past 60 days.
(d) Not applicable.
(e) Not applicable.
C. Joseph M. Jacobs
(a) Aggregate number of shares of Common Stock beneficially owned:
3,061,207, composed of 3,057,457 shares of Issuable Common Stock
and 3,750 shares of Common Stock issuable upon exercise of Mr.
Simon's option.
Percentage: 55.9%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 3,061,207
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,061,207
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by Mr. Jacobs during the past 60
days.
(d) Not applicable.
(e) Not applicable.
D. Charles E. Davidson
(a) Aggregate number of shares of Common Stock beneficially owned:
3,061,207, composed of 3,057,457 shares of Issuable Common Stock
and 3,750 shares of Common Stock issuable upon exercise of Mr.
Simon's option.
Percentage: 55.9%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 3,061,207
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,061,207
(c) Other than the transactions described in Item 4 of this Schedule
13D, there were no transactions by Mr. Davidson during the past
60 days.
(d) Not applicable.
(e) Not applicable.
Wexford Management may, by reason of its status as manager of Imprimis
and Wexford, be deemed to own beneficially the Common Stock of which
Imprimis and Wexford possess beneficial ownership.
Each of Charles E. Davidson and Joseph M. Jacobs may, by reason of his
status as a controlling person of Wexford Management, be deemed to own
beneficially the Common Stock of which Imprimis and Wexford possesses
beneficial ownership.
Each of Charles E. Davidson, Joseph M. Jacobs and Wexford Management
shares the power to vote and to dispose of the shares of Common Stock
Imprimis and Wexford beneficially own.
Item 6. Contracts, Arrangements, Understandings or Relationships With
Respect to Securities of the Issuer.
See Item 5 above.
The Company has agreed, pursuant to each Stock Purchase Agreement, to
amend its S-3 registration statement filed with the Securities and Exchange
Commission to include the name of the purchaser in such registration
statement, upon closing of the sale of the Common Stock.
Except as described above, there are no contracts, arrangements,
understandings or relationships (legal or otherwise) among the persons
named in Item 2 or between such persons and any other person with respect
to any securities of the Company, including but not limited to, transfer or
voting of any such securities, finder's fees, joint ventures, loan or
option arrangements, puts or calls, guarantees of profits, division of
profits or loss, or the giving or withholding of proxies.
Item 7. Material to be Filed as Exhibits.
Exhibit X - Form of Stock Purchase Agreement
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.
Date: December 3, 1998
IMPRIMIS INVESTORS LLC
By: /s/ Arthur H. Amron
------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD SPECTRUM INVESTORS LLC
By: /s/ Arthur H. Amron
-------------------------------
Name: Arthur H. Amron
Title: Vice President
WEXFORD MANAGEMENT LLC
By: /s/ Arthur H. Amron
-------------------------------
Name: Arthur H. Amron
Title: Senior Vice President
/s/ Charles E. Davidson
-----------------------------------
/s/ Joseph M. Jacobs
-----------------------------------
EXHIBIT X
STOCK PURCHASE AGREEMENT
This Stock Purchase Agreement (the "Agreement") is made and entered
into as of the [ ] day of October 1998, by and among [ ]
(the "Seller"), having an address at 411 West Putnam Avenue, Greenwich, CT
06830, Complete Wellness Centers, Inc. (the"Company"), and [ ]
("Purchaser").
RECITALS
A. As of the date hereof, Seller owns [ ] shares of common
stock, $0.0001665 par value per share (the "Shares") of Complete Wellness
Centers, Inc. ("CWC"), which are free and clear of all liens and
encumbrances, which shares are not registered under the Securities Act of
1933, as amended, and are accordingly restricted as to transfer and contain
the following legend:
THESE SECURITIES HAVE NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933
AND MAY NOT BE TRANSFERRED OR RESOLD WITHOUT REGISTRATION UNDER THE ACT,
UNLESS IN THE OPINION OF COUNSEL TO THE ISSUER AN EXEMPTION FROM
REGISTRATION IS AVAILABLE.
B. The Seller desires to sell the Shares to the Purchaser and the
Purchaser desires to purchase and acquire the Shares from the Seller.
NOW, THEREFORE, in consideration of the foregoing premises and the
mutual covenants, agreements, representations and warranties contained
herein, the parties hereto agree as follows:
1. Sale and Purchase. The Seller hereby sells, and the Purchaser
hereby purchases from the Seller the Shares at the purchase price
of $2.50 per share. In consideration for the sale of the Shares
Purchaser shall wire transfer the purchase price of [ ]
to:
Chase Manhattan
ABA [ ]
Account # [ ]
[ ]
against delivery by the Seller to the Purchaser the stock certificates,
endorsed in blank, evidencing that respective number of Shares being sold.
Except as provided herein, Seller makes no representations or warranties
about the Shares.
2. Representations and Warranties of the Purchaser. The Purchaser
represents and warrants that:
i. The Purchaser understands that the Shares have not been
registered under the Securities Act of 1933, as amended
(the "Securities Act"), and that there is no existing
public market for the Shares and that there can be no
assurance that the Purchaser will be able to sell or
dispose of the shares.
ii. The Purchaser is an "accredited investor" (as defined in
Rule 501 of Regulation D under the Securities Act)
purchasing for his own account and is acquiring the
Shares for investment purposes and not with a view to, or
for offer or sale in connection with, any distribution in
violation of the Securities Act and he has such knowledge
and experience in financial and business matters as to be
capable of evaluating the merits and risks of his
investment in the Shares, including a complete loss of
his investment, or the Purchaser has been advised by a
representative possessing such knowledge and experience.
iii. The Purchaser has had the opportunity to ask questions of
and receive answers from the Seller concerning the Shares
and other related matters. The Purchaser further
acknowledges that the Seller has made available to the
Purchaser or his representatives all Documents and
information relating to an investment in the Shares
requested by or on behalf of the Purchaser.
3. Representations and Warranties of the Company. The Company
represents and warrants that:
i. The Company has received an opinion of counsel that an
exemption from registration for the Shares is available.
ii. The Purchaser has received all material information about
the Company that has been furnished to the Seller,
including, without limitation, the Consolidation Cash
Flow Forecast annexed as Annex A to this Agreement, which
the Company hereby represents and warrants to be complete
and accurate in all respects.
iii. All registration rights held by Seller assigned to
Purchaser.
iv. The S-3 Registration Statement filed with the Securities
and Exchange Commission shall be amended to include the
name of the Purchaser upon closing of the sale of the
Common Stock held by Seller.
IN WITNESS WHEREOF, the parties hereto have duly executed and
delivered this Agreement as of the day and year first above written.
SELLER PURCHASER
[ ] By _______________________
By: ___________________________
COMPANY
Complete Wellness Centers, Inc.
By: ___________________________
