FORM 4
( ) Check this box if no longer
subject to Section 16. Form 4
or Form 5 obligations may continue.
See Instruction 1(b).
U.S. SECURITIES AND EXCHANGE COMMISSION _____________________
WASHINGTON, D.C. 20549 | OMB APPROVAL |
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP |_____________________|
|OMB NUMBER: 3235-0287|
|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
411 West Putnam Avenue, Suite 125
Greenwich, Connecticut 06830
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2. Issuer Name and Ticker or Trading Symbol
Complete Wellness Centers, Inc. (CMWL)
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3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY)
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4. Statement for Month/Year
February 1999
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5. If Amendment, Date of Original (Month/Year)
August 18, 1998
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6. Relationship of reporting person to Issuer (Check all applicable)
( ) DIRECTOR
(x ) 10% OWNER
( ) OFFICER (GIVE TITLE BELOW)
( ) OTHER (SPECIFY TITLE BELOW)
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7. Individual, or Joint/Group Filing (Check all applicable)
(x) Form filed by One Reporting Person
( ) Form filed by More than One Reporting Person
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TABLE I
Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
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1. Title of Security (Instr. 3)
Common Stock, par value $.0001665 per share(1)
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2. Transaction Date (Month/Day/Year)
December 10, 1998 and February 26, 1999
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3. Transaction Code (Instr. 8)
S and J
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
66,436 shares (D)
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5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
594,103 shares
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6. Ownership Form: Direct(D) or Indirect(I) (Instr. 4) (D) and (I) (1)
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7. Nature of Indirect Beneficial Ownership (Instr. 4)
By management
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Reminder: Report on a separate line for each class of securities
beneficially owned directly or indirectly.
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TABLE II
Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., Puts, Calls, Warrants, Options, Convertible securities)
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1. Title of Derivative Security (Instr. 3)
Senior Convertible Preferred Stock, par value $.01 per share (1)
Options to purchase common stock (1)
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2. Conversion or Exercise Price of Derivative Security
(1)
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3. Transaction Date (Month/Day/Year)
December 10, 1998 and February 26, 1999 (1)
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4. Transaction Code (Instr. 8)
S and J
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5) Senior Convertible Preferred Stock 2,194 shares (D)
Option to purchase 3,750 shares of Common Stock (D)
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6. Date Exercisable and Expiration Date (Month/Day/Year)
(1)
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7. Title and Amount of Underlying Securities (Instr. 3 and 4) Common
Stock 66,436 shares
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8. Price of Derivative Securities (Instr. 5)
(1)
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9. Number of Derivative Securities Beneficially Owned at End of Month
(Instr. 4)
Preferred Stock 19,744 shares
Options to purchase 30,000 shares of Common Stock
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10. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
(D) and (I)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
By management
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EXPLANATION OF RESPONSES:
(1) Imprimis Investors LLC ("Imprimis") and Wexford Spectrum Investors LLC
("Wexford"), the holders of all of the Senior Convertible Preferred Stock,
par value $.01 per share (the "Preferred Stock") of Complete Wellness
Centers, Inc. (the "Company"), entered into a stock purchase agreement,
dated as of February 26, 1999 (the "Stock Purchase Agreement"), with RVR
Consulting Group, Inc., a [Florida] corporation (the "Buyer") and the
Company, pursuant to which Wexford and Imprimis agreed to sell an aggregate
of 10,969 shares of the Preferred Stock to the Buyer for a purchase price
of $500,000, of which $250,000 was payable on February 26, 1999, and the
remaining $250,000 is payable in six equal monthly installments of
$41,666.67, commencing on May 1, 1999, with the final monthly installment
due and payable on October 1, 1999. Of the 10,969 shares of Preferred Stock
being sold, Imprimis sold 8,775 and Wexford sold 2,194. The Preferred Stock
is convertible into shares of the common stock, par value $.01 per share
(the "Common Stock"), of the Company. As a result of the sale of Preferred
Stock, Wexford may be deemed to have sold 62,680 shares of Common Stock.
The Stock Purchase Agreement provides that, if the Company is
delisted from the NASDAQ on or prior to June 30, 1999 because of its
failure to meet the minimum tangible net worth test, the Buyer may, within
10 business days of notification of such delisting, elect to demand a
refund of all prior installment payments paid to Wexford and Imprimis, and
the Buyer's obligation to make further installment payments will terminate.
The Buyer will reconvey (the "Reconveyance") to Wexford and Imprimis 50% of
the shares of Preferred Stock that it purchased upon receiving the refund
payments. Wexford and Imprimis will not be obligated to refund the initial
$250,000 payment.
Wexford and Imprimis have agreed not to convert into Common Stock or
sell their remaining Preferred Stock without the consent of the Buyer.
However, Wexford and Imprimis may convert into Common Stock or sell (i)
10,969 shares beginning 24 months after the date of the sale to the Buyer;
(ii) an additional 10,969 shares 36 months after the date of the sale to
the Buyer (or 13,711 in the event of a Reconveyance); and (iii) an
additional 10,969 shares 48 months after the date of the sale to the Buyer
(or 13,711 in the event of a Reconveyance).
The Stock Purchase Agreement provides that if the Buyer engages in a
transaction involving the shares of Preferred Stock that it purchased from
Wexford and Imprimis, including a sale of such shares, Wexford and Imprimis
will have the right to participate in the transaction on a pro rata basis
based on their remaining aggregate 98,718 shares of Preferred Stock.
Wexford and Imprimis also assigned to the Buyer all of their
non-economic rights (the "Rights") associated with their ownership of the
Preferred Stock, including the right to designate a majority of the Board
of Directors of the Company. The Buyer has agreed to designate one
individual specified by Wexford and Imprimis to the Company's Board.
Upon the earlier of (i) five years from the date of the sale to the
Buyer or (ii) the on which the closing price for the Company's common stock
has equaled or exceeded $10 for twenty consecutive trading days, the Buyer
will reassign to Wexford and Imprimis the Rights and the Preferred Stock
will cease to be subject to restrictions on transfer.
The Stock Purchase Agreement also provides that Wexford and Imprimis
will restructure and extend the payment terms of loans in an aggregate
principal amount of $475,000 to the Company.
In addition, Wexford may be deemed to have an interest in certain
options granted to individuals who are employees of Wexford Management LLC
("Wexford Management"), the manager of Imprimis and Wexford. On December
10, 1999, an option to purchase 3,750 shares of Common Stock, granted to
Frederick Simon, an employee of Wexford Management, in connection with his
prior services as a director of the Company, expired following his
resignation from the Board in September. Wexford may be deemed to have had
an interest in all of the shares for which such options were exercisable.
Wexford Management may, by reason of its status as manager of
Imprimis and Wexford, be deemed to own beneficially the Preferred Stock of
Imprimis and Wexford and the Common Stock attributable to them as a result.
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 Preferred Stock of Imprimis and Wexford and the Common
Stock attributable to them as a result.
WEXFORD SPECTRUM INVESTORS LLC
** SIGNATURE OF REPORTING PERSON
By: /s/ Frederick Simon March 5, 1999
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Name: Frederick B. Simon 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).
