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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STAFF BUILDERS, INC.
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(Name of Issuer)
CLASS A COMMON STOCK, $.01 par value per share
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(Title of Class of Securities)
852377308
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(CUSIP Number)
Mr. Gary Tighe Floyd I. Wittlin, Esq.
Staff Builders, Inc. Richards & O'Neil, LLP
1983 Marcus Avenue 885 Third Avenue
Lake Success, NY 11042 New York, NY 10022
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 26, 1995
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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 Rule 13d-1(b)(3) or (4), check the following
box / /.
Check the following box if a fee is being paid with this statement /X/. (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).
(Continued on following page(s))
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CUSIP No. 13D
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(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Stephen Savitsky - SS#: ###-##-####
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(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
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(3) SEC Use Only
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(4) Source of Funds*
Not Applicable
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(5) Check 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
United States
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Number of Shares (7) Sole Voting
Beneficially Owned Power 1,351,284
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 83,143
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(9) Sole Dispositive
Power 1,351,284
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(10) Shared Dispositive
Power 0
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(11) Aggregate Amount Beneficially Owned by Each Reporting Person
1,434,427
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(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
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(13) Percent of Class Represented by Amount in Row (11)
6.4%
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(14) Type of Reporting Person*
IN
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*SEE INSTRUCTION BEFORE FILLING OUT!
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STAFF BUILDERS, INC. SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class A common stock, par value $.01
per share ("Class A Common Stock"), of Staff Builders, Inc., a Delaware
corporation (the "Company"). The Company's principal executive officers are
located at 1983 Marcus Avenue, Lake Success, New York 11042.
ITEM 2. IDENTITY AND BACKGROUND.
(a) Stephen Savitsky.
(b) Mr. Savitsky's business address is 1983 Marcus Avenue, Lake
Success, New York 11042.
(c) Mr. Savitsky is Chairman of the Board, President, Chief Executive
Officer and a Director of the Company.
(d) Mr. Savitsky has not been convicted in a criminal proceeding
(excluding traffic violations and similar misdemeanors) during the last five
years.
(e) Mr. Savitsky has not been a party to a civil proceeding of a
judicial or administrative body of competent jurisdiction during the last five
years that resulted in Mr. Savitsky being 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) Mr. Savitsky is a citizen of the United States.
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ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Schedule 13D relates to the following:
(a) The shares of Class A Common Stock being reported hereby (the
"Shares") were acquired by Mr. Savitsky in connection with the Company's plan
of recapitalization (the "Recapitalization Plan"). Pursuant to the
Recapitalization Plan, among other things, the Company amended its Restated
Certificate of Incorporation to eliminate the Company's previously authorized
single class of Common Stock (the "Common Stock") and authorized for issuance
50,000,000 shares of Class A Common Stock and 1,450,000 shares of Class B
common stock $.01 par value per share (the "Class B Common Stock"). Shares of
Common Stock held by stockholders of the Company for more than four years
were automatically converted into an equal number of shares of Class B Common
Stock, and all other shares of Common Stock were automatically converted into
Class A Common Stock. A holder of shares of Class A Common Stock is entitled
to one vote per share and a holder of Class B Common Stock is entitled to ten
votes per share with respect to each matter submitted to stockholders for
their vote. Mr. Savitsky was the beneficial owner for four years or less of
1,351,284 shares of Common Stock (including shares of Common Stock underlying
various options granted to him), and accordingly, in the Recapitalization
Plan, Mr. Savitsky was issued 102,707 shares of Class A Common Stock, and
options to purchase 1,248,577 shares of Common Stock held by Mr. Savitsky
were automatically converted into options to purchase 1,248,577 shares of Class
A Common Stock.
(b) The vesting on October 13, 1995 of non-qualified stock options
(the "Options") to purchase 250,000 shares of Common Stock out of a
total of 1,000,000 non-qualified stock options granted to Mr. Savitsky on
October 1, 1994 pursuant to the Company's 1994 Performance-Based Stock Option
Plan (the "'94 Plan"), which shares of Common Stock have been automatically
converted into shares of Class A Common Stock in accordance with the
Recapitalization Plan.
Mr. Savitsky paid no additional consideration for the Shares or the
Options.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Savitsky acquired the Shares in compliance with the Company's
Recapitalization Plan discussed in Item 3 above. With respect to the Options,
stock options were granted under the '94 Plan to provide incentive to
those executive officers of the Company, selected by the Compensation and Stock
Option Committee of the Company's Board of Directors, to continue and increase
their efforts to improve operating results, to remain in the employ of the
Company and to have a greater financial interest in the Company through
ownership of its Class A Common Stock. As a result of the vesting of these
options, Mr. Savitsky will be able to further increase his ownership stake in
the Company upon exercise of the options and thus enhance his ability to
influence its affairs. Except for the possible exercise of these and other
options, Mr. Savitsky does not have any plans or proposals which relate to or
would result in any of the actions specified in Item 4 of Schedule 13D.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
(a) (b) Mr. Savitsky beneficially owns 1,434,427 shares of Class A
Common Stock (representing 6.4% of the outstanding Class A Common Stock), has
sole power with respect to the voting and disposition of 1,351,284 of such
shares (1,248,577 of which Mr. Savitsky has the option to acquire and will
not have the right to vote such shares until such option is exercised) and
has shared power with respect to the voting of 83,143 of such shares pursuant
to the grant to Mr. Savitsky of a ten year revocable proxy by Ephraim
Koschitzki. (Although Mr. Savitsky is not furnished with verifiable
information with respect to the number of shares beneficially owned by Mr.
Koschitzki, Mr. Savitsky believes Mr. Koschitzki beneficially owns 83,143
shares.) Mr. Savitsky shares power with respect to the voting of such 83,143
shares of Class A Common Stock with David Savitsky, Executive Vice President,
Chief Operating Officer, Secretary, Treasurer and a
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Director of the Company, whose business address is 1983 Marcus Avenue, Lake
Success, New York 11042. Mr. Savitsky is a citizen of the United States.
In addition to the shares of Class A Common Stock underlying Mr.
Savitsky's vested options under the '94 Plan, Mr. Savitsky has the option to
acquire 168,863 shares of Class A Common Stock that he beneficially owns
pursuant to the terms of vested options granted to Mr. Savitsky under the
Company's 1983 Incentive Stock Option Plan (the "'83 Plan"). Mr. Savitsky
was granted 13,000 of these vested options on June 17, 1991, an additional
150,000 of these vested options on May 26, 1992, and the remaining 51,577
vested options on April 22, 1993.
Mr. Savitsky also has the option to acquire 334,000 of the shares of
Class A Common Stock that he beneficially owns pursuant to the terms of
vested options granted to Mr. Savitsky under the Company's 1986 Non-Qualified
Stock Option Plan (the "'86 Plan"). Mr. Savitsky was granted 234,000 of
these vested options on March 28, 1990, and the remaining 100,000 vested
options on June 17, 1991.
Mr. Savitsky also has the option to acquire 200,000 of the shares of
Class A Common Stock that he beneficially owns pursuant to the terms of
vested options granted to Mr. Savitsky on February 3, 1994 under the Company's
1993 Stock Option Plan (the "'93 Plan").
Mr. Savitsky also has the option to acquire 250,000 shares of Class
A Common Stock that he beneficially owns pursuant to the terms of the vested
options granted to Mr. Savitsky on February 7, 1995 under the Company's '94
Plan.
Stock options are granted under the '83 Plan, the '86 Plan, the '93
Plan and the '94 Plan to officers, directors and employees of the Company
selected by the Compensation and Stock Option Committee of the Company's Board
of Directors as a reward for the grantees' past efforts, and to encourage their
future efforts, on behalf of the Company.
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(c) Except for (i) the automatic conversion of the shares of
Common Stock held by Mr. Savitsky for four years or less and the shares of
Common Stock underlying the various options granted to Mr. Savitsky, into
shares of Class A Common Stock pursuant to the Recapitalization Plan; and
(ii) the vesting of 250,000 Options under the '94 Plan on October 13, 1995,
Mr. Savitsky has not engaged in any transaction with regard to the Class A
Common Stock during the past sixty days.
(d) Mr. Ephraim Koschitzki has the right to receive and direct the
receipt of dividends from, or the proceeds from the sale of, 83,143 shares of
Class A Common Stock beneficially owned by Mr. Savitsky.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
The contracts, arrangements, understandings and relationships required
to be described in response to Item 6 to Schedule 13D are described in the
response to Items 3, 4 and 5 of this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit 1 - The Company's Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, filed with
the Secretary of State of the State of Delaware on
October 26, 1995 (incorporated by reference to Exhibit
3.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on
October 31, 1995)
Exhibit 2 - The Company's 1983 Incentive Stock Option Plan, as
amended (incorporated by reference to Exhibit 28.1 to
the Company's Registration Statement on Form S-8 with
respect to the Company's 1983 Incentive Stock Option
Plan filed with the Securities and Exchange Commission
on December 1, 1988 and Exhibits 10.2, 10.3, 10.4,
10.5, 10.6 and 10.7 to the Company's Registration
Statement on Form S-8 with respect to the Company's
1983 Incentive Stock Option Plan filed with the
Securities and Exchange Commission on May 22, 1992).
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Exhibit 3 - Amendment to the Stock Option Agreement, dated November
1, 1991, amending the Option Agreement dated March 28,
1990, under the Company's 1983 Incentive Stock Option
Plan between the Company and Stephen Savtisky.
(incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
Exhibit 4 - Option Agreement, dated June 17, 1991, under the
Company's 1983 Incentive Stock Option Plan between the
Company and Stephen Savitsky (incorporated by
reference to Exhibit 10.17 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
28, 1995).
Exhibit 5 - Option Agreement, dated May 26, 1992, under the
Company's 1983 Incentive Stock Option Plan between the
Company and Stephen Savitsky (incorporated by
reference to Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
28, 1995).
Exhibit 6 - Option Agreement, dated April 22, 1993, under the
Company's 1983 Incentive Stock Option Plan between the
Company and Stephen Savitsky (incorporated by
reference to Exhibit 10.19 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
28, 1995).
Exhibit 7 - The Company's 1986 Non-Qualified Stock Option Plan, as
amended (incorporated by reference to Exhibit 28.1 to
the Company's Registration Statement on Form S-8 with
respect to the Company's 1986 Non-Qualified Stock
Option Plan filed with the Securities and Exchange
Commission on December 1, 1988 and Exhibits 10.2 and
10.3 to the Company's Registration Statement on Form S-
8 with respect to the Company's 1986 Non-Qualified
Stock Option Plan filed with the Securities and
Exchange Commission on May 22, 1992).
Exhibit 8 - Option Agreement, dated as of March 28, 1990, under
the Company's 1986 Non-
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Qualified Stock Option Plan between the Company and
Stephen Savitsky (incorporated by reference to
Exhibit 10.21 to the Company's Annual Report on Form
10-K for the fiscal year ended February 28, 1995).
Exhibit 9 - Stock Option Agreement, dated as of June 17, 1991,
under the Company's 1986 Non-Qualified Stock Option
Plan between the Company and Stephen Savitsky
(incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
Exhibit 10 - The Company's 1993 Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-8 with
respect to the Company's 1993 Stock Option Plan filed
with the Securities and Exchange Commission on
September 7, 1993).
Exhibit 11 - Agreement, dated February 3, 1994, under the Company's
1993 Stock Option Plan between the Company and Stephen
Savitsky (incorporated by reference to Exhibit 10.23
to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1995).
Exhibit 12 - The Company's 1994 Performance-Based Stock Option Plan.
(incorporated by reference to Exhibit B to the
Company's Proxy Statement, dated July 18, 1994, filed
with the Securities and Exchange Commission on July 27,
1994).
Exhibit 13 - Agreement, dated as of October 1, 1994, under the
Company's 1994 Performance-Based Stock Option Plan
between the Company and Stephen Savitsky.
(incorporated by reference to Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
Exhibit 14 - Proxy dated November 1, 1991, made by Efraim Koschitzki
in favor of Stephen Savitsky and David Savitsky.
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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 Schedule 13D is true, complete
and correct.
Dated: November 3, 1995
/s/ Stephen Savitsky
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Stephen Savitsky
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EXHIBIT INDEX
Exhibit No. Description of Exhibit
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1 The Company's Certificate of Amendment of the Restated
Certificate of Incorporation of the Company, filed with
the Secretary of State of the State of Delaware on
October 26, 1995 (incorporated by reference to Exhibit
3.1 to the Company's Current Report on Form 8-K filed
with the Securities and Exchange Commission on
October 31, 1995,
2 The Company's 1983 Incentive Stock Option Plan, as
amended (incorporated by reference to Exhibit 28.1 to
the Company's Registration Statement on Form S-8 with
respect to the Company's 1983 Incentive Stock Option
Plan filed with the Securities and Exchange Commission
on December 1, 1988 and Exhibits 10.2, 10.3, 10.4,
10.5, 10.6 and 10.7 to the Company's Registration
Statement on Form S-8 with respect to the Company's
1983 Incentive Stock Option Plan filed with the
Securities and Exchange Commission on May 22, 1992).
3 Amendment to the Stock Option Agreement, dated November
1, 1991, amending the Option Agreement dated March 28,
1990, under the Company's 1983 Incentive Stock Option
Plan between the Company and Stephen Savtisky.
(incorporated by reference to Exhibit 10.16 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
4 Option Agreement, dated June 17, 1991, under the
Company's 1983 Incentive Stock Option Plan between the
Company and Stephen Savitsky (incorporated by
reference to Exhibit 10.17 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
28, 1995).
5 Option Agreement, dated May 26, 1992, under the
Company's 1983 Incentive Stock Option Plan between the
Company and Stephen Savitsky (incorporated by
reference to Exhibit 10.18 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
28, 1995).
6 Option Agreement, dated April 22, 1993, under the
Company's 1983 Incentive Stock Option Plan between the
Company and Stephen Savitsky (incorporated by
reference to Exhibit 10.19 to the Company's Annual
Report on Form 10-K for the fiscal year ended February
28, 1995).
7 The Company's 1986 Non-Qualified Stock Option Plan, as
amended (incorporated by reference to Exhibit 28.1 to
the Company's Registration Statement on Form S-8 with
respect to the Company's 1986 Non-Qualified Stock
Option Plan filed with the Securities and Exchange
Commission on December 1, 1988 and Exhibits 10.2 and
10.3 to the Company's Registration Statement on Form S-
8 with respect to the Company's 1986 Non-Qualified
Stock Option Plan filed with the Securities and
Exchange Commission on May 22, 1992).
8 Option Agreement, dated as of March 28, 1990, under
the Company's 1986 Non-Qualified Stock Option Plan
between the Company and Stephen Savitsky
(incorporated by reference to Exhibit 10.21 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
9 Stock Option Agreement, dated as of June 17, 1991,
under the Company's 1986 Non-Qualified Stock Option
Plan between the Company and Stephen Savitsky
(incorporated by reference to Exhibit 10.22 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
10 The Company's 1993 Stock Option Plan, as amended
(incorporated by reference to Exhibit 4.5 to the
Company's Registration Statement on Form S-8 with
respect to the Company's 1993 Stock Option Plan filed
with the Securities and Exchange Commission on
September 7, 1993).
11 Agreement, dated February 3, 1994, under the Company's
1993 Stock Option Plan between the Company and Stephen
Savitsky (incorporated by reference to Exhibit 10.23
to the Company's Annual Report on Form 10-K for the
fiscal year ended February 28, 1995).
12 The Company's 1994 Performance-Based Stock Option Plan.
(incorporated by reference to Exhibit B to the
Company's Proxy Statement, dated July 18, 1994, filed
with the Securities and Exchange Commission on July 27,
1994).
13 Agreement, dated as of October 1, 1994, under the
Company's 1994 Performance-Based Stock Option Plan
between the Company and Stephen Savitsky.
(incorporated by reference to Exhibit 10.24 to the
Company's Annual Report on Form 10-K for the fiscal
year ended February 28, 1995).
14 Proxy dated November 1, 1991, made by Efraim Koschitzki
in favor of Stephen Savitsky and David Savitsky.
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Exhibit 14
REVOCABLE PROXY
KNOW ALL MEN BY THESE PRESENTS, that I, the undersigned, being the owner of
240,869 shares of Common Stock of Staff Builders, Inc., a Delaware corporation
(the "Company"), do hereby constitute and appoint each of Stephen Savitsky and
David Savitsky, severally and not jointly, with full power of substitution, my
lawful attorney and proxy, for and in my name, place and stead, to attend
meetings of the stockholders of the Company or any continuation or adjournment
thereof, with full power to vote all of my shares of the Company's Common Stock
in the same manner, to the same extent and with the same effect that I might
were I personally present thereat (including the right to sign my name to any
consent, certificate or other document relating to the voting of the above-
mentioned shares of Common Stock of the Company which the laws of the State of
Delaware may require or permit).
This Proxy may be revoked at any time by notice to the Company (provided
that if a meeting of stockholders has been called, such notice shall be given
not less than five days prior to such meeting) in which notice I shall in good
faith claim and assert that the Company is not duly and promptly performing all
of its obligations to me under or in respect of the Amendment to the Employment
Agreement of even date herewith, specifying such default in such reasonably
sufficient detail to enable the Company to cure them (if curable). The Proxy
shall be automatically reinstated immediately upon the cure by the Company of
the default in its obligations specified in the notice.
I do hereby revoke any and all other proxies with respect to said shares
which I may heretofore have made or granted to any other person or persons
whatsoever.
This Proxy shall continue in effect for ten (10) years from the date shown
below.
IN WITNESS WHEREOF, I have hereunto signed this Proxy this 1st day of
November, 1991.
/s/ Ephraim Koschitzki
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EPHRAIM KOSCHITZKI
