SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A, AMENDMENT NO. 2
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) July 9, 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 Item 7 of its Form
8-K/A, Amendment No. 1 ("Form 8-K/A"), previously filed with the
Commission on July 2, 1996, so as to include the agreement reached
on June 20, 1996 by and among itself, Arbor Home Healthcare Holding
LLC, Coss Holding Corp. ("Coss"), and certain of Coss'
shareholders, as an exhibit hereto.
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.
SIGNATURES
Pursuant to the requirements of the Securities Exchange
Act of 1934, the Registrant has duly caused this Amendment No. 2 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: July 9, 1996
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.
<PAGE>
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
