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. 3)
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
December 31, 1998 and January 4, 1999
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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
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Imprimis Investors LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 2,540,881
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
2,540,881
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
2,540,881
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 45.5% (based on
2,416,635 shares of Common Stock outstanding on September 30, 1998
and 3,167,664 shares of Common Stock issuable to the Reporting Person
and the other Reporting Persons filing this Schedule 13D). See Items
5 and 6.
14. TYPE OF REPORTING PERSON
OO
CUSIP No. 20452H4-10-3 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Wexford Spectrum Investors LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 660,533
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH 10. SHARED DISPOSITIVE POWER
660,533
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,533
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 11.8%(based on
2,416,635 shares of Common Stock outstanding on September 30, 1998
and 3,167,664 shares of Common Stock issuable to the Reporting
Person and the other Reporting Persons filing this Schedule 13D).
See Items 5 and 6.
14. TYPE OF REPORTING PERSON
OO
CUSIP No. 20452H4-10-3 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Wexford Management LLC
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
Connecticut
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,167,664
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
3,167,664
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,664
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.7% (based on
2,416,635 shares of Common Stock outstanding on September 30, 1998
and 3,167,664 shares of Common Stock issuable to the Reporting Person
and the other Reporting Persons filing this Schedule 13D). See Items
5 and 6.
14. TYPE OF REPORTING PERSON
IA
CUSIP No. 20452H4-10-3 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Joseph M. Jacobs
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,167,664
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
3,167,664
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,664
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.7% (based on
2,416,635 shares of Common Stock outstanding on September 30, 1998
and 3,167,664 shares of Common Stock issuable to the Reporting Person
and the other Reporting Persons filing this Schedule 13D). See Items
5 and 6.
14. TYPE OF REPORTING PERSON
IN
CUSIP No. 20452H4-10-3 13D
1. NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON.
Charles E. Davidson
2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a) (X)
(b) ( )
3. SEC USE ONLY
4. SOURCE OF FUNDS
Not applicable
5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e)
( )
6. CITIZENSHIP OR PLACE OF ORGANIZATION
United States of America
NUMBER OF 7. SOLE VOTING POWER -0-
SHARES
BENEFICIALLY 8. SHARED VOTING POWER
OWNED BY 3,167,664
EACH
REPORTING 9. SOLE DISPOSITIVE POWER
PERSON -0-
WITH
10. SHARED DISPOSITIVE POWER
3,167,664
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
3,167,664
12. CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES
( )
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 56.7% (based on
2,416,635 shares of Common Stock outstanding on September 30, 1998 and
3,167,664 shares of Common Stock issuable to the Reporting Person and
the other Reporting Persons filing this Schedule 13D). See Items
5 and 6.
14. TYPE OF REPORTING PERSON
IN
Item 4. Purpose of Transaction.
Imprimis and Wexford, as the holders of all of the Preferred Stock,
had the right, pursuant to the Certificate of Designation, Preferences and
Rights for the Preferred Stock (the "Certificate"), to hold majority
representation on the Company's Board of Directors in the event that the
Company failed to redeem all of the Preferred Stock on or prior to January
3, 1999. In anticipation that the Company would not redeem the Preferred
Stock, Imprimis and Wexford requested that the Company hold a special
meeting of its Board of Directors (the "Special Meeting") to elect that
number of nominees of Wexford and Imprimis that would constitute a majority
of the Company's Board. On January 4, 1999, the Company held the Special
Meeting, at which the Board of Directors voted to increase the number of
directors on the Board to 15 and elected eight nominees of Wexford and
Imprimis as directors. The Wexford and Imprimis nominees elected as
directors 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 (collectively, the "Wexford Directors"), all of whom are employees
of Wexford Management.
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.
On December 31, 1998, pursuant to the terms of the Certificate, the
Reporting Persons received as a dividend on their shares of Preferred Stock
a total of 2,676 additional shares of Preferred Stock, of which 2,141
shares were payable as a dividend to Imprimis and 535 shares were payable
as a dividend to Wexford.
Each of the Wexford Directors was granted, effective as of the date
he assumed his position as director, but subject to the approval of the
stockholders of the Company, an option to purchase 7,500 shares of Common
Stock at an exercise price of $3.4375 per share. The options vest 50% at
the time of grant and 50% one year from the date of grant and expire on
January 4, 2004. As a result, upon stockholder approval, the Wexford
Directors will, in the aggregate, have options to purchase an aggregate of
60,000 shares of Common Stock and may be deemed to be the beneficial owners
of 30,000 shares of Common Stock, which is the number of shares for which
their options are immediately exercisable. In addition, Mr. Simon has an
option, which is currently vested, granted on May 26, 1998, to purchase
3,750 shares of Common Stock at an exercise price of $2.81 per share in
connection with his prior services as a director of the Company, and which
expires on May 26, 2003.
The Reporting Persons may be deemed to beneficially own the respective
percentages and numbers of outstanding shares of Common Stock set forth
below, including the 3,750 shares of Common Stock issuable pursuant to Mr.
Simon's option granted on May 26, 1998 and the 30,000 shares of Common
Stock currently issuable, subject to stockholder approval, pursuant to the
options of the Wexford Directors granted on January 4, 1999, in all of
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 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 3,133,914 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:
2,540,881, composed of 2,507,131 shares of Issuable Common Stock
and 33,750 shares of Common Stock issuable upon exercise of all
currently vested options granted to the Wexford Directors.
Percentage: 45.5%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 2,540,881
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 2,540,881
(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:
660,533, composed of 626,783 shares of Issuable Common Stock and
33,750 shares of Common Stock issuable upon exercise of all
currently vested options granted to the Wexford Directors.
Percentage: 11.8%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 660,533
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 660,533
(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:
3,167,664, composed of 3,133,914 shares of Issuable Common Stock
and 33,750 shares of Common Stock issuable upon exercise of all
currently vested options granted to the Wexford Directors.
Percentage: 56.7%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 3,167,664
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,167,664
(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:
3,167,664, composed of 3,133,914 shares of Issuable Common Stock
and 33,750 shares of Common Stock issuable upon exercise of all
currently vested options granted to the Wexford Directors.
Percentage: 56.7%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 3,167,664
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,167,664
(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:
3,167,664, composed of 3,133,914 shares of Issuable Common Stock
and 33,750 shares of Common Stock issuable upon exercise of all
currently vested options granted to the Wexford Directors.
Percentage: 56.7%
(b) 1. Sole power to vote or to direct to vote: -0-
2. Shared power to vote or to direct to vote: 3,167,914
3. Sole power to dispose or to direct the
disposition: -0-
4. Shared power to dispose or to direct the
disposition: 3,167,914
(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 possess
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.
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.
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: January 11, 1999
IMPRIMIS INVESTORS LLC
By: /s/ Arthur H. Amron
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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
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/s/ Joseph M. Jacobs
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