SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A, AMENDMENT NO. 1
Under the Securities Exchange Act of 1934
COSMETIC SCIENCES, INC.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
221241 10 1
(CUSIP Number)
333 EARLE OVINGTON BLVD., UNIONDALE, N.Y. 11553; (516) 832-7412
(Name, Address and Telephone Number of
Person Authorized to Receive Notices and Communications)
JUNE 20, 1996
(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 Rule 13d-1 (b)(3) or
(4), check the following box. [ ]
Check the following box if a fee is being paid with the statement
[ ]. (A fee is not required only if the reporting person: (1) has
a previous statement on file reporting beneficial ownership of more
than five percent of the class of securities described in Item 1;
and (2) has filed no amendment subsequent thereto reporting
beneficial ownership of five percent or less of such class.) (See
Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should
be filed with the Commission. See Rule 13d-1(a) for other parties
to whom copies are to be sent.
*The remainder of this cover page shall be filled 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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The Filing Persons, Ivan Kaufman ("Kaufman") and Arbor Home
Healthcare Holding LLC ("Arbor"), hereby amend their Schedule 13D
filing in respect of Cosmetic Sciences, Inc. ("CSI"), filed with
the Commission on November 13, 1995, so as (i) to reflect the
agreement reached on June 20, 1996 by and among Arbor, Cosmetic
Sciences, Inc. ("CSI") and Coss Holding Corp. ("Coss"), a copy of
which is attached hereto, providing for the extension from June 21,
1996 to August 21, 1996 of the date by which Arbor may exercise an
option to purchase up to 6,500,000 shares of CSI common stock at an
exercise price of $.10 per share; (ii) to update the Schedule 13D
to note that Coss has placed all of its shares of CSI in a voting
trust (the "Voting Trust"); and (iii) to note the receipt of
certain approvals from the New York State Department of Health (the
"NYSDOH") and the New York State Public Health Council ("NYSPHC")
with respect to Arbor's rights in connection with the Voting Trust
and the right of Arbor to nominate the majority of the CSI Board of
Directors.
Item 6. Contracts, Arrangements, Understandings or relationships
With Respect to Securities of the Issuer.
Pursuant to an agreement dated on October 31, 1995 and
amended on June 20, 1996 (the "Option Agreement"), Arbor has
received an option to purchase up to 13,000,000 shares of CSI
common stock from CSI, half of which must be purchased, if at all,
by August 21, 1996, and half, if at all, by November 1, 1996.
Pursuant to this agreement, Coss has placed all of its 12,749,658
shares of CSI common stock ("Coss Shares"), representing a majority
of the outstanding CSI capital stock, in the Voting Trust. Arbor
currently has the right to direct the voting trustee of the Voting
Trust to vote all of the Coss Shares and to nominate the majority
of the CSI Board of Directors, having received the approval of the
NYSDOH and NYSPHC as to these matters. Coss will retain all
economic rights in the Coss Shares, including rights to dividends.
As part of the Option Agreement, Arbor may, in its discretion, lend
CSI up to $500,000. There are various negative covenants in favor
of Arbor with respect to actions that may be taken by Coss, its
shareholders, CSI and TPC Home Care Services, Inc., a majority
owned subsidiary of CSI.
Separately, Coss and CSI have agreed that CSI will
register the Coss Shares for sale under the Securities Act of 1933,
as amended, commencing one year after CSI's common stock is
admitted to trading on the NASDAQ Stock Market, such registration
to be effected over a three year period, with one-third of the Coss
Shares to be registered in each year of such three year period.
CSI and Coss have agreed that CSI may, in lieu of registering the
Coss Shares, redeem them at a price equal to 75% of the average bid
<PAGE>
price in effect in the thirty (30) trading days prior to a demand
for registration being made as to any part of the Coss Shares.
Arbor has the right to purchase the Coss Shares in lieu of CSI at
the same prices, terms and conditions as CSI and such purchase
shall also have the effect of excusing CSI's obligation to register
the Coss Shares which are so purchased.
Item 7. Material to be filed as Exhibits.
The following is filed herewith as an exhibit to this
Schedule 13D/A, Amendment No. 1:
1. Agreement, dated June 20, 1996, by and among CSI,
Arbor, Coss and certain of Coss' shareholders
extending the Option Termination Date from June 21,
1996 to August 21, 1996.
Signature.
After reasonably inquiry and to the best of our knowledge
and belief, the undersigned both certify that the information set
forth in this statement is true, complete and correct.
Date: June 28, 1996
Arbor Home Healthcare Holding LLC
By: IVAN KAUFMAN
IVAN KAUFMAN
IVAN KAUFMAN
IVAN KAUFMAN
<PAGE>
ADDENDUM
STATEMENT REGARDING JOINT FILING
The undersigned, Arbor Home Healthcare Holding LLC and Ivan
Kaufman, hereby agree that, pursuant to Rule 13(d-1)(f)(1),
Amendment No. 1 to Schedule 13D/A to which this agreement is
annexed as an exhibit may be filed jointly on our behalf.
ARBOR HOME HEALTHCARE HOLDING LLC
By:Ivan Kaufman
Ivan Kaufman, Member
Ivan Kaufman
IVAN KAUFMAN
AGREEMENT, dated this 20 day of June, 1996, by and among ARBOR
HOME HEALTHCARE HOLDING, LLC, a New York limited liability company
(hereinafter "Arbor Health"); COSS HOLDING CORP., a New York
corporation, with its principal place of business at One Old
Country Road, Suite 500, Carle Place, New York, 11514 (hereinafter
"COSS"); COSMETIC SCIENCES, INC., a New York corporation, with its
principal place of business at One Old Country Road, Suite 500,
Carle Place, New York, 11514 (hereinafter "CSI"); and stockholders
of COSS specified below (hereinafter "COSS Principals").
W I T N E S S E T H :
WHEREAS, Arbor Health has requested COSS, CSI and the COSS
Principals to extend the Option Termination Date ("OTD") as defined
in that certain Amended and Restated Option Agreement dated October
31, 1995 (the "Option Agreement") by and among the above parties;
and
WHEREAS, COSS, CSI and the COSS Principals acknowledge that,
due to certain business considerations, Arbor Health's request for
an extension of the OTD is in the best interests of COSS, CSI and
the COSS Principals and COSS, CSI and the COSS Principals,
notwithstanding such extension, remain favorably disposed to Arbor
Health exercising the First Option as defined in the Option
Agreement;
NOW, THEREFORE, the parties hereto agree as follows:
1. The OTD is hereby extended to August 21, 1996.
2. All other terms and conditions of the Option Agreement
shall remain in full force and effect.
3. The undersigned COSS Principals represent and warrant
that they own, in the aggregate, not less than 51% of the
outstanding shares of capital stock of COSS.
IN WITNESS WHEREOF, the parties hereto have executed this
Agreement as of the date first above written.
ARBOR HOME HEALTHCARE
HOLDING, LLC
COSS PRINCIPALS:
By: Joseph Heller
John Curtin Joseph Heller
John Curtin
COSS HOLDING CORP.
Don Lia
Don Lia
By: John Curtin
John Curtin
Pamela M. Rob-Melius
Pamela M. Rob-Melius
COSMETIC SCIENCES, INC.
By: Mary Ann Page
Mary Ann Page
