SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STAR MULTI CARE SERVICES, INC.
(Name of Issuer)
Common Stock, $.001 par value per share
(Title of Class of Securities)
855 156 106
(CUSIP Number)
Stephen Sternbach
c/o Star Multi Care Services, Inc.
99 Railroad Station Plaza
Hicksville, New York 11801
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
January 3, 1997
(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. [ ]
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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Response to Question 1: Extended Family Care Corporation
22-2210547
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: OO
Response to Question 5: N/A
Response to Question 6: New York
Response to Question 7: 0
Response to Question 8: 1,025,836 (see Item 5)
Response to Question 9: 0
Response to Question 10: 0
Response to Question 11: 1,025,836
Response to Question 12: N/A
Response to Question 13: 25.27%
Response to Question 14: CO
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Item 1. Security and Issuer.
This Statement on Schedule 13D (this "Schedule 13D") relates
to the shares of Common Stock, $.001 par value, of Star Multi Care Services,
Inc., a New York corporation ("Star"). The principal executive offices of Star
are located at 333 Walt Whitman Road, Huntington Station, New York 11746.
Item 2. Identity and Background.
(a), (b), (c) & (f). This Schedule 13D is being filed on
behalf of Extended Family Care Corporation, a New York corporation (the
"Company"), whose principal executive offices are located at One Old Country
Road, Suite 335, Carle Place, New York 11514. The Company is engaged in the
business of providing mainly custodial care services to the home health care
industry in New Jersey, Long Island and Pennsylvania. Neither the filing of this
Schedule 13D nor the information contained herein shall be deemed to constitute
an admission by the Company that it is the beneficial owner of the Star Common
Stock referred to herein for purposes of Section 13(d) of the Securities
Exchange Act of 1934, as amended (the "Exchange Act") or for any other purposes,
and such beneficial ownership is expressly disclaimed.
The name, citizenship, residence or business address and
present principal occupation or employment (and the name, principal business and
address of any corporation or other organization in which such employment is
conducted) of each director and executive officer of the Company and each person
controlling the Company is set forth in Schedule A hereto.
(d) & (e). Neither the Company nor, to the best of the
Company's knowledge, any of the directors or executive officers of the Company
has, during the last five years: (i) been convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors); or (ii) 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.
Item 3. Source and Amount of Funds or Other Consideration.
As more fully described below, Stephen Sternbach, a
shareholder of Star, has executed an irrevocable proxy dated January 3, 1997,
pursuant to which, among other things, the Board of Directors of the Company is
being granted certain voting rights with respect to all the shares of Star
Common Stock (1,025,836) over which Mr. Sternbach presently has beneficial
ownership and any and all shares of Star Common Stock subsequently acquired by
him (the "Sternbach Shares"). The proxy was executed by Mr. Sternbach
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in order to induce the Company to enter into the Merger Agreement
described below.
Item 4. Purpose of Transaction.
On January 3, 1997, Star, EFCC Acquisition Corp., a New York
corporation and a wholly-owned subsidiary of Star ("Merger Sub") and the Company
entered into an Agreement and Plan of Merger (the "Merger Agreement"). The
Merger Agreement provides that upon the terms and subject to the conditions set
forth therein, (i) Star will acquire 100% of the outstanding common stock of the
Company; and (ii) the Company will be merged with and into Merger Sub and
thereupon the separate existence of the Company will cease and Merger Sub, as
the Surviving Corporation, will continue to exist (the "Merger").
The Merger Agreement further provides that, if the All Cash
Option (as defined below) is exercised, Merger Sub will be merged with and into
the Company. In the event of the exercise of the All Cash Option, all references
below to the Surviving Corporation shall be to the Company. At the effective
time of the Merger (the "Effective Time"), the separate existence of the Company
(or in the event of the exercise of the All Cash Option, Merger Sub) will cease
and Merger Sub (or in the event of the All Cash Option, the Company) will
succeed, without other transfer, to all the rights and property, and be subject
to all the debts and liabilities of the Company (or in the event of the All Cash
Option, Merger Sub).
At the Effective Time, each share of Company common stock
which is issued and outstanding immediately prior to the Effective Time, except
those held by shareholders of the Company who validly and properly demand and
perfect dissenters' rights under the New York Business Corporation Law (the
"BCL"), will be converted into the right to receive the following consideration
(the "Merger Consideration"): (x) the Cash Consideration (defined below),
without interest; and (y) the number (the "Conversion Number") of duly
authorized, validly issued, fully paid and non-assessable shares of common stock
$.001 par value, of Star (the "Star Common Stock"), as computed below. Solely at
Star's option, in lieu of the consideration described in clauses (x) and (y) of
the immediately preceding sentence, the "Merger Consideration" will be an amount
in cash equal to (A) $7,250,000 divided by (B) the Share Number (defined below)
(the "All Cash Option").
"Cash Consideration" means the amount equal to: (a) $2,400,000
divided by (b) the Share Number. The Share Number means the number of shares of
Company common stock issued and outstanding immediately prior to the Effective
Time increased by that number of additional shares of Company common stock that
would have been issued and outstanding immediately prior to the Effective Time
assuming that no shareholders of TPC Home Care Services, Inc.
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("TPC"), an 83% owned subsidiary of the Company, validly and properly demand and
perfect, pursuant to the BCL, dissenters' rights in a proposed merger of TPC
with and into the Company, which Share Number shall not be less than 37,600,000.
"Conversion Number" means the amount equal to: (a) such number of shares of Star
Common Stock as has an aggregate market price, calculated in accordance with the
terms of the Merger Agreement, equal to $4,850,000; divided by (b) the Share
Number.
If the Merger is completed as planned, the Certificate of
Incorporation of Merger Sub shall be the Certificate of Incorporation of the
Surviving Corporation and the Bylaws of Merger Sub as in effect on January 3,
1997 shall be the Bylaws of the Surviving Corporation; provided, however, that,
at the Effective Time, Article I of such Certificate of Incorporation of the
Surviving Corporation will be amended to read in full as follows: "The name of
this corporation is Extended Family Care Corporation". The persons who are
directors of Merger Sub immediately prior to the Effective Time will, after the
Effective Time, serve as the directors of the Surviving Corporation, until their
successors have been duly elected and qualified in accordance with the
Certificate of Incorporation and Bylaws of the Surviving Corporation. The
persons who are officers of Merger Sub immediately prior to the Effective Time
shall, after the Effective Time, serve as the officers of the Surviving
Corporation at the pleasure of the Board of Directors of the Surviving
Corporation.
Because approval of the Company's and Star's respective
shareholders is required in order to consummate the Merger, the Company and Star
will each submit the Merger to their respective shareholders for approval. The
Board of Directors of the Company intends to vote any shares of Star Common
Stock over which it has voting power in favor of the Merger, the Merger
Agreement and any other transactions contemplated by the Merger Agreement.
Concurrently with and in order to induce the Company to enter
into the Merger Agreement, Stephen Sternbach, a shareholder of Star, has entered
into an irrevocable proxy pursuant to which, among other things, the Board of
Directors of the Company has been granted the right to vote all of the shares of
Star Common Stock over which Mr. Sternbach has beneficial ownership (1,025,836),
as well as any other shares of Star Common Stock issued to Sternbach after the
date thereof, in favor of the Merger, the Merger Agreement and certain related
matters (the "Sternbach Proxy").
The obligations of the parties to the Merger Agreement to
effect the Merger are subject to certain conditions, and, prior to the Effective
Time, Star or the Company may terminate the Merger Agreement under certain
circumstances, in each case as set forth in the Merger Agreement.
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The preceding summary of certain provisions of the Merger
Agreement and the Sternbach Proxy is not intended to be complete and is
qualified in its entirety by reference to the full text of such documents,
copies of which are referred to in Item 7 as Exhibits 1 and 2 thereto, and which
are incorporated herein and therein by reference.
Other than as stated herein, the Company has no plans or
proposals that relate to or would result in any of the actions described in
subparagraphs (a) through (j) of Item 4 of Schedule 13D (although subject to the
terms and conditions of the Merger Agreement, the Company reserves the right to
develop such plans).
Item 5. Interest in Securities of the Issuer.
(a) & (b) Pursuant to the Sternbach Proxy, Mr. Sternbach has delivered
to the Company's Board of Directors an irrevocable proxy with respect to
1,025,836 shares of Star Common Stock "beneficially owned" (as such term is
defined in Rule 13d-3 of the Exchange Act) by him. Such shares are sometimes
referred to herein as the "Sternbach Shares." The Sternbach Proxy gives the
Company's Board the power, at every meeting of Star's shareholder's or written
consent in lieu thereof, to exercise all voting and other rights with respect to
the Sternbach Shares (i) in favor of the approval of the Merger Agreement, the
Merger and any other matter that could reasonably be expected to facilitate the
Merger, and (ii) against the approval of any proposal made in opposition to or
competition with consummation of the Merger. Neither the Company nor any of its
directors or executive officers has the sole power to vote or direct the vote,
or the shared power to vote or direct the vote, of the Sternbach Shares with
respect to any other matter upon which the holder of such shares has the right
to vote. Based solely upon Mr. Sternbach's amended Schedule 13D filed on January
17, 1997, Mr. Sternbach retains sole voting power with respect to all other
matters. Moreover, neither the Company nor any of its directors or executive
officers has the sole power to direct the disposition, or shared power to direct
the disposition, of the Sternbach Shares.
Accordingly, under the definition of "beneficial ownership" as
set forth in Rule 13d-3 of the Exchange Act, the Company by virtue of its
limited shared voting power referred to above may be deemed to be the
"beneficial owner" of 1,025,836 shares of Star Common Stock, constituting in the
aggregate approximately 25.27% of the outstanding shares of Star Common Stock
(based on the number of shares of Star Common Stock outstanding as of January
16, 1997).
(c) See Item 4.
(d) Not applicable.
(e) Not applicable.
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Item 6 Contracts, Arrangements, Understandings or Relationships
With Respect to Securities of the Issuer.
Except as set forth in this Schedule 13D, to the best of the
Company's knowledge, there are no other contracts, arrangements, understandings
or relationships (legal or otherwise) among the persons named in Item 2 and
between such persons and any person with respect to any securities of Star,
including, but not limited to, transfer or voting of any of the securities of
Star, joint ventures, loan or option arrangements, puts or calls, guarantees of
profits, division of profits or loss, or the giving or withholding of proxies,
or a pledge or otherwise subject to a contingency, the occurrence of which would
give another person voting power or investment power over the securities of
Star.
Item 7 Material to be Filed as Exhibits.
Exhibit No. Description of Exhibit
1 Agreement and Plan of Merger, dated as of January 3,
1997 among Star, Merger Sub and the Company
(included as Exhibit 1 to the amended Schedule 13D
filed by Stephen Sternbach on January 17, 1997 and
incorporated herein by reference thereto).
2 Sternbach Proxy, dated January 3, 1997, executed by
Stephen Sternbach in favor of the Company's Board of
Directors (included as Exhibit I to the Merger
Agreement filed as Exhibit 1 to the amended
Schedule 13D filed by Stephen Sternbach on January
17, 1997 and incorporated
herein by reference thereto).
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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.
Dated: January 17, 1997
EXTENDED FAMILY CARE CORPORATION
By: /s/ Joseph Heller
Name: Joseph Heller
Title: Vice President
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SCHEDULE A
Company's Board of Directors and Executive Officers
The directors and executive officers of Extended Family Care
Corporation are identified below. Each executive officer is also a director.
1. Mary Ann Page
c/o Extended Family Care Corporation
One Old Country Road, Suite 335,
Carle Place, New York 11514
United States
Acting President
2. Joseph Heller
c/o Extended Family Care Corporation
One Old Country Road, Suite 335,
Carle Place, New York 11514
United States
Vice President
3. Robert Kohlmeyer
c/o Extended Family Care Corporation
One Old Country Road, Suite 335,
Carle Place, New York 11514
United States
Secretary
4. Paul Elenio
c/o Extended Family Care Corporation
One Old Country Road, Suite 335,
Carle Place, New York 11514
United States
Chief Financial Officer
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