<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
STAFF BUILDERS, INC.
--------------------------------------------------------
(Name of Issuer)
CLASS B COMMON STOCK, $.01 par value per share
--------------------------------------------------------
(Title of Class of Securities)
--------------------------------------------------------
(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
--------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
October 26, 1995
--------------------------------------------------------
(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))
<PAGE>
CUSIP No. 13D
- -------------------------------------------------------------------------------
(1) Names of Reporting Persons. S.S. or I.R.S. Identification Nos. of Above
Persons
Stephen Savitsky - SS#: ###-##-####
- -------------------------------------------------------------------------------
(2) Check the Appropriate Box if a Member (a) / /
of a Group* (b) / /
- -------------------------------------------------------------------------------
(3) SEC Use Only
- -------------------------------------------------------------------------------
(4) Source of Funds*
Not Applicable
- -------------------------------------------------------------------------------
(5) Check if Disclosure of Legal Proceedings is Required Pursuant to
Items 2(d) or 2(e)
- -------------------------------------------------------------------------------
(6) Citizenship or Place of Organization
United States
- -------------------------------------------------------------------------------
Number of Shares (7) Sole Voting
Beneficially Owned Power 342,738
by Each Reporting --------------------------------------------------
Person With (8) Shared Voting
Power 2,000
--------------------------------------------------
(9) Sole Dispositive
Power 342,738
--------------------------------------------------
(10) Shared Dispositive
Power 0
- -------------------------------------------------------------------------------
(11) Aggregate Amount Beneficially Owned by Each Reporting Person
344,738
- -------------------------------------------------------------------------------
(12) Check if the Aggregate Amount in Row (11) Excludes Certain Shares*
- -------------------------------------------------------------------------------
(13) Percent of Class Represented by Amount in Row (11)
28.5%
- -------------------------------------------------------------------------------
(14) Type of Reporting Person*
IN
- -------------------------------------------------------------------------------
*SEE INSTRUCTION BEFORE FILLING OUT!
<PAGE>
STAFF BUILDERS, INC. SCHEDULE 13D
ITEM 1. SECURITY AND ISSUER.
This statement relates to the Class B common stock, par value $.01
per share ("Class B Common Stock"), of Staff Builders, Inc., a Delaware
corporation (the "Company"). The Company's principal executive offices 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.
<PAGE>
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The shares of Class B 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, $.01 par value per share (the
"Class A Common Stock") and 1,450,000 shares of 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
an equal number of shares of 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 on all matters submitted to
the Company's stockholders for their vote. Mr. Savitsky was the beneficial
owner for more than four years of 342,738 shares of Common Stock, and
accordingly, was issued 342,738 shares of Class B Common Stock in the
Recapitalization Plan. Mr. Savitsky paid no additional consideration for the
Shares.
ITEM 4. PURPOSE OF TRANSACTION.
Mr. Savitsky acquired the shares in compliance with the Company's
Recapitalization Plan discussed in Item 3 above. 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 344,738 shares of Class B
Common Stock (representing 28.5% of the outstanding Class B Common Stock),
has sole power with respect to the voting and disposition of 342,738 of such
shares and has shared power with respect to the voting of 2,000 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 2,000
shares.) Mr. Savitsky shares power with respect to the voting of such 2,000
shares of Class B Common Stock with David Savitsky, Executive Vice President,
Chief Operating Officer, Secretary, Treasurer and a
<PAGE>
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.
<PAGE>
(c) Except for the automatic conversion of the shares of Common
Stock held by Mr. Savitsky for more than four years into shares of Class B
Common Stock pursuant to the Recapitalization Plan. Mr. Savitsky has not
engaged in any transaction with regard to the 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 2,000 shares of
Class B 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 - Proxy dated November 1, 1991, made by Efraim
Koschitzki in favor of Stephen Savitsky and David
Savitsky.
<PAGE>
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
----------------------------
Stephen Savitsky
<PAGE>
EXHIBIT INDEX
Exhibit No. Description of 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).
2 Proxy dated November 1, 1991, made by Efraim
Koschitzki in favor of Stephen Savitsky and David
Savitsky.
<PAGE>
Exhibit 2
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
----------------------
EPHRAIM KOSCHITZKI
