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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
OptiCare Health Systems, Inc.
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(Name of Issuer)
Common Stock, par value $.001 per share
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(Title of Class of Securities)
68386P 10 5
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(CUSIP Number)
Steven L. Ditman
Chief Financial Officer
OptiCare Health Systems, Inc.
87 Grandview Avenue
Waterbury, CT 06708
203-596-2236
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(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
August 13, 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 Schedule 13D, and is filing this
schedule because of (Section) 240.13d-1(e), 240.13d- 1(f) or 240.13d-1(g), check
the following box [ ].
*The remainder of this cover page shall be filed out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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SCHEDULE 13D
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CUSIP NO. 68386P 10 5 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
D. BLAIR HARROLD
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS*
OO
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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
U.S.A.
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7 SOLE VOTING POWER
NUMBER OF 660,505 7.3%
SHARES ---------------------------------------------------------------
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 0
EACH ---------------------------------------------------------------
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON 660,505 7.3%
WITH ---------------------------------------------------------------
10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
660,505
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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)
7.3%
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14 TYPE OF REPORTING PERSON*
IN
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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Page 3 of 6
This Statement on Schedule 13D relates to shares of Common Stock, par value
$0.001 per share (the "Shares"), of OptiCare Health Systems, Inc., a Delaware
corporation formerly known as Saratoga Resources, Inc. This Statement is being
filed by the Reporting Person (as defined herein) to report acquisitions of
Shares as a result of which the Reporting Person may be deemed to be the
beneficial owners of more than 5% of the outstanding Shares.
Information contained in this statement on Schedule 13D is as of the date
hereof, unless otherwise expressly provided herein.
Item 1. Security and Issuer.
(i) Name and Issuer: OptiCare Health Systems, Inc., a Delaware
corporation formerly known as Saratoga Resources, Inc.
(hereinafter referred to as the "Company" or "Issuer").
(ii) Address of the Principal Executive Offices of Issuer: 87
Grandview Avenue, Waterbury, CT 06708.
(iii) Title of Class of Equity Securities to which this Statement
relates: Common Stock, $.001 par value (the "Common Stock").
Item 2. Identity and Background.
(a)-(c) This statement is being filed on behalf of D. Blair Harrold (the
"Reporting Person").
The Reporting Person's principal employment is President of the
Retail Optometry Division, North Carolina Operations of OptiCare
Health Systems, Inc. The business address and principal office
of the Reporting Person is 112 Zebulon Court, Rocky Mount, NC
27804.
(d)(e) During the last five years, the Reporting Person (i) has not
been convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors) and (ii) has not been a
party to a civil proceeding of a judicial or administrative body
of competent jurisdiction and as a result of such proceeding was
or is subject to a judgment, decree or final order enjoining
future violations of, or prohibiting or mandating activities
subject to, federal or state securities laws or finding any
violation with respect to such laws.
(f) The Reporting Person is a citizen of the United States of
America.
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Page 4 of 6
Item 3. Source and Amount of Funds or Other Consideration.
This filing relates to 660,505 shares of the issuer's Common Stock held
by the Reporting Person. The Common Stock held by the Reporting Person
was issued to him in exchange for shares of PrimeVision Health, Inc.
("Prime") common stock he owned prior to the merger (the "Prime Merger")
pursuant to the terms set forth in an Agreement and Plan of Merger,
dated as of April 12, 1999 among the Issuer, PrimeVision Shellco Merger
Corporation, Prime, OptiCare Shellco Merger Corporation and OptiCare Eye
Health Centers, Inc. ("the Merger Agreement"). In the Prime Merger each
outstanding share of common stock of Prime was converted into the right
to receive 0.3138 shares of the Common Stock of the Issuer. No other
consideration was used to acquire the Common Stock.
Item 4. Purpose of Transaction.
The Shares held by the Reporting Person have been acquired for
investment purposes. The Reporting Person expects to evaluate on an
ongoing basis the Company's financial condition, business operations and
prospects, the status of any business combination involving the Company,
the market price of the Shares, conditions in the securities markets
generally, general economic and industry conditions and other factors.
The Reporting Person may at any time and from time to time acquire
additional Shares or sell such Shares. The Reporting Person has no plans
to effect any of the transactions required to be described in Item 4 of
Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) The Reporting Person beneficially owns 660,505 shares of Common
Stock, which constitutes approximately 7.3% of the Company's
outstanding shares of Common Stock.
The above calculation is based on outstanding Shares information
derived from pro forma projection in the Company's Registration
Statement on Form S-4 (Registration No. 333-78501) projecting the
number of shares which would be outstanding after the
consummation of the merger described above. The Company has not
filed any periodic reports since the consummation of the
transactions contemplated by the Merger Agreement.
(b) The Reporting Person has the sole power to vote and the sole
power to dispose of the 660,505 shares of Common Stock he
beneficially owns.
(c) Prior to the Prime Merger described above, the Reporting Person
held approximately 2,100,000 shares of Prime Common Stock
received pursuant to the terms of a Settlement Agreement dated as
of April 9, 1999, among Prime, Dr. Allan L.M.
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Page 5 of 6
Barker, Dr. D. Blair Harold, Optometric Eye Care Center, P.A.,
Steven B. Waite, Bank Austria AG, and Bank Austria Bank Austria
Corporate Finance, Inc. There were no other purchases or sales of
the Shares by the Reporting Person in the past 60 days.
(d) No other person is known by any Reporting Person to have the
right to receive or the power to direct the receipt of dividends
from, or the proceeds from the sale of, any other Shares
beneficially owned by the Reporting Person.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.
In connection with the closing of the Merger Agreement, the Reporting
Person entered into a lock-up agreement with the Company in which he (i)
agreed not to sell any shares of Common Stock he may own directly for a
period of 180 days following the closing of the mergers and (ii) agreed
to give the Company a right of first refusal to purchase any shares of
Common Stock owned directly by him that he may wish to sell prior to
August 13, 2001.
Item 7. Material to Be Filed as Exhibits
None.
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Page 6 of 6
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: August 27, 1999 /s/ D. Blair Harrold
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D. Blair Harrold
