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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A, AMENDMENT NO. 1
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) June 20, 1996
Cosmetic Sciences, Inc.
(Exact name of Registrant as specified in its charter)
New York
(State or other jurisdiction of incorporation)
0-9836 22-2210547
(Commission File Number) (IRS Employer Identification No.)
One Old Country Road, Suite 335, Carle Place, NY 11514
(Address of principal executive offices) (Zip Code)
175 Fulton Street, Hempstead, New York 11550
(Former address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (516) 248-2273
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The undersigned registrant hereby amends Items 1 and 7 of its Form
8-K ("Form 8-K"), previously filed with the Commission on October
31, 1995, so as (i) to reflect the agreement reached on June 20,
1996 by and among itself, Arbor Home Healthcare Holding LLC
("Arbor"), Coss Holding Corp. ("Coss"), and certain of Coss'
shareholders, 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 the registrant's common stock at an exercise price of
$.10 per share; (ii) to update the Form 8-K to note that Coss has
placed all of its shares of Cosmetic Sciences, Inc. ("Cosmetic") 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
Cosmetic Board of Directors.
Item 1. Changes in Control of Registrant.
Pursuant to a certain Amended and Restated Option Agreement
(the "Option Agreement"), dated as of October 31, 1995 and amended
on June 20, 1996, by and among Arbor, Coss, Cosmetic and TPC Home
Care Services, Inc. ("TPC"), a majority-owned subsidiary of
Cosmetic, Arbor acquired from Cosmetic an option to purchase up to
13,000,000 shares of Cosmetic's Common Stock as follows: (i) Arbor
has an irrevocable option (the "First Option") to purchase, by
August 21, 1996, up to 6,500,000 shares of Cosmetic Common Stock at
an exercise price of $.10 per share; and (ii) at the closing of the
stock purchase subject to the First Option, Arbor will be given the
option (the "Second Option") to purchase, by November 1, 1996, from
Cosmetic up to an additional 6,500,000 shares of Cosmetic Common
Stock at an exercise price of $.10 per share. The parties have
obtained all necessary approvals of the NYSDOH and NYSPHC.
As required by the Option Agreement, Coss has placed all of
its 12,749,658 shares of Cosmetic Common Stock (the "Coss Shares"),
representing approximately 67% of the currently outstanding
Cosmetic capital stock, in the Voting Trust. Arbor has the right
to direct the voting of all of the Coss Shares in the Voting Trust
and to nominate a majority of the Cosmetic Board. In addition,
under certain circumstances, the trustee of the Voting Trust
generally shall be required to obtain Arbor's consent to sell,
transfer or encumber the Coss Shares. Coss will retain all
economic rights in the Coss Shares, including, but not limited to,
rights to dividends. Based upon the foregoing and the Schedule 13D
filed by Arbor with the Securities and Exchange Commission (the
"Schedule 13D"), Arbor beneficially owns 25,749,658 shares of
Cosmetic Common Stock, representing approximately 80% of the issued
and outstanding shares, after giving effect to the exercise of the
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First Option and Second Option. Of such shares, Arbor has sole
voting power over all such shares and sole dispositive power over
13,000,000 of such shares.
As part of the Option Agreement, Arbor may, in its discretion
(subject to Cosmetic's right to reject such loan), lend Cosmetic 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, Cosmetic and TPC.
Pursuant to a Registration Rights and Conditional Put Option
Agreement (the "Registration Rights Agreement"), dated as of
October 31, 1995, between Coss and Cosmetic, Cosmetic has agreed to
register the Coss Shares for resale under the Securities Act of
1933, as amended, upon the written demand of Coss made at any time
commencing one year after the date on which Cosmetic's Common Stock
is quoted by the NASDAQ System (whether as a SmallCap Market
security or a National Market System security or any equivalent or
successor of the foregoing). Pursuant to the Registration Rights
Agreement, Cosmetic will be obligated to file up to three
registration statements, with one-third of the Coss Shares (subject
to certain adjustments) to be registered in each year of such three
year period. Notwithstanding the foregoing, Cosmetic has the right
to reject the demand by Coss, following which Coss may require that
Cosmetic redeem the Coss Shares at a price equal to 75% of the
average bid price in effect during the 30 trading days prior to the
demand for registration. Alternatively, upon Cosmetic's rejection
of the demand, Coss, at its option, may sell the Coss shares to a
party other than Cosmetic, subject to Cosmetic retaining a right of
first refusal on such sale. Arbor will have the right to purchase
the Coss Shares in lieu of Cosmetic on the same terms and
conditions as are granted Cosmetic in accordance with the two
preceding sentences. In addition, Coss has been granted certain
piggyback registration rights.
Based on Arbor's Schedule 13D, the source of the purchase
price for the shares of common stock is intended to be working
capital of Arbor contributed by Kaufman from his personal funds.
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Item 7. Financial Statements, Pro Forma Financial Information and
Exhibits.
(c) Exhibits
Exhibit
Number Description of Exhibit
2.3 Agreement, dated June 20, 1996, extending the First
Option Termination Date from June 21, 1996 to
August 21, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 1 to
Form 8-K/A to be signed on its behalf by the undersigned hereunto
duly authorized.
COSMETIC SCIENCES, INC.
By: Mary Ann Page
Mary Ann Page
Dated: June 28, 1996
