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
Imprimis 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
December 1998
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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)
_____________________________________________________
___________________________________________________________________________
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)
September 30, 1998, December 31, 1998 and January 4, 1999
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3. Transaction Code (Instr. 8)
J
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4. Securities Acquired (A) or Disposed of (D) (Instr. 3, 4, and 5)
50,823 shares (A)
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5. Amount of Securities Beneficially Owned at End of Month (Instr. 3 and 4)
2,540,881 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
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2. Conversion or Exercise Price of Derivative Security
(1)
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3. Transaction Date (Month/Day/Year)
September 30, 1998 and December 31, 1998 (1)
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4. Transaction Code (Instr. 8)
J
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5. Number of Derivative Securities Acquired (A) or Disposed of (D)
(Instr. 3, 4, and 5)
4,229 shares (A)
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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 120,823 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)
87,750 shares
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10. Ownership Form of Derivative Security: Direct(D) or Indirect(I)
(Instr. 4)
(D)
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11. Nature of Indirect Beneficial Ownership (Instr. 4)
___________________________________________________________________________
EXPLANATION OF RESPONSES:
(1) On September 30, 1998, Imprimis Investors LLC ("Imprimis") and Wexford
Spectrum Investors LLC ("Wexford") received as a dividend on their
shares of Senior Convertible Preferred Stock, par value $.01 per share
(the "Preferred Stock"), of Complete Wellness Centers, Inc. (the
"Company"), 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. On December 31, 1998,
Wexford and Imprimis 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. As a result of the
dividends, Imprimis holds 87,750 shares of Preferred Stock, and may be
deemed to own beneficially own 2,507,131 shares of common stock, par
value $.0001665 per share (the "Common Stock"), of the Company.
In addition, Imprimis 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. 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. 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. Imprimis may be deemed to have an interest in all of the shares
for which such options are currently exercisable.
As a result of the payment of dividends and the grant of options
described above, Imprimis beneficially owns 2,540,881 shares of Common
Stock, composed of 2,507,800 shares of Common Stock
issuable pursuant to its Preferred Stock and 33,750 shares of Common
Stock issuable upon exercise of all currently vested options granted
to the Wexford Directors.
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, the Common Stock attributable to them as a
result, and the options granted to the Wexford Directors.
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, the
Common Stock attributable to them as a result, and the options
granted to the Wexford Directors.
IMPRIMIS INVESTORS LLC
** SIGNATURE OF REPORTING PERSON
By: /s/ Frederick Simon January 11, 1999
__________________________ _________________
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).
