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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(RULE 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(a) AND AMENDMENTS
THERETO FILED PURSUANT TO RULE 13d-2(a)
(AMENDMENT NO. 1)(1)
STAFF BUILDERS, INC.
(Name of Issuer)
CLASS A COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
852377308
(CUSIP Number)
MR. DALE R. CLIFT FLOYD I. WITTLIN, ESQ.
STAFF BUILDERS, INC. RICHARDS & O'NEIL, LLP
1983 MARCUS AVENUE 885 THIRD AVENUE
LAKE SUCCESS, NY 11042 NEW YORK, NEW YORK 10022
(516) 358-1000 (212) 207-1200
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
October 14, 1998
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
/ /.
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1 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 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).
Page 1 of 11 Pages
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CUSIP NO. 852377308 13D Page 2 of 11 Pages
(1) Name of reporting persons
I.R.S. identification Nos. of above persons (Entities Only)
STEPHEN SAVITSKY
(2) Check the appropriate box if a member of a group (a) / /
(see instructions) (b) / /
(3) SEC use only
(4) Source of funds (see instructions)
Not Applicable
(5) Check box 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 beneficially owned by each reporting person with:
(7) Sole voting power
3,977,662
(8) Shared voting power
225,440
(9) Sole dispositive power
3,977,662
(10) Shared dispositive power
None
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(11) Aggregate amount beneficially owned by each reporting person
4,203,102
(12) Check box if the aggregate amount in Row (11) excludes certain shares
(see instructions) / /
(13) Percent of class represented by amount in Row (11)
17.2%
(14) Type of reporting person (see instructions)
IN
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STAFF BUILDERS, INC. SCHEDULE 13D
AMENDMENT NO. 1
NOTE: This Amendment No. 1 amends a Statement on Schedule 13D, dated November 3,
1995 (the "Schedule 13D"), and filed on behalf of Stephen Savitsky.
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 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.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
This Amendment No. 1 to Schedule 13D relates to the (i) exchange on
October 14, 1998 of 333 1/3 shares of Class A Preferred Stock, $1.00 par value
per share, for 2,134,910 shares of Class A Common Stock and (ii) conversion on
October 14, 1998 of 342,738 shares of Class B Common Stock, $.01 par value per
share, owned by Mr. Stephen
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Savitsky into an equal number of shares of Class A Common Stock (collectively,
the "Transaction").
Mr. Savitsky paid no additional consideration for the aggregate
2,477,648 shares of Class A Common Stock received in the Transaction.
ITEM 4. PURPOSE OF TRANSACTION.
The primary purpose of the Transaction was to eliminate the Class A
Preferred Stock, all of the outstanding shares of which were owned by Mr.
Stephen Savitsky and Mr. David Savitsky, who is the Executive Vice President,
Chief Operating Officer, Secretary, Treasurer and a Director of the Company, and
to reduce the voting rights of Messrs. Savitsky through conversion of their
outstanding shares of Class B Common Stock into an equal number of shares of
Class A Common Stock.
Except for the possible exercise of options to purchase shares of Class
A Common Stock of the Company, 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 4,203,102 shares of Class A
Common Stock (representing 17.2% of the outstanding Class A Common Stock), has
sole power with respect to the voting and disposition of 3,977,662 of such
shares (1,326,923 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 225,440 of such shares pursuant to
the grant to Mr. Savitsky of a ten year revocable proxy by Ephraim Koschitzki
(225,440 of which the grantor of such proxy has the option to acquire and Mr.
Savitsky will not have such shared power with respect to the voting of such
shares until such option is exercised). (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
225,440 shares.) Mr. Savitsky shares power with respect to the voting of such
225,440 shares of Class A Common Stock with Mr. David Savitsky.
In addition to the shares of Common Stock received by Mr. Savitsky
pursuant to the Transaction, Mr. Savitsky has the option to acquire 595,923
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 1994 Performance-
Based Stock Option Plan (the "'94 Plan").
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").
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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 397,000 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 1993 Stock Option Plan (the
"'93 Plan"). Mr. Savitsky was granted 200,000 of these vested options on
February 3, 1994, and the remaining 197,000 vested options on July 1, 1997.
Stock options are granted under 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.
(c) On September 4, 1998, Mr. Savitsky bought 50,000 shares of Class A
Common Stock at $.375 per share on the open market.
(d) Mr. Ephraim Koschitzki has the option to acquire 225,440 shares of
Class A Common Stock, and after such option is exercised, Mr. Ephraim Koschitzki
will have the right to receive and direct the receipt of dividends from, or the
proceeds from, the sale of 225,440 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 4 and 5 of this Amendment No. 1 to Schedule 13D.
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ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
<TABLE>
<CAPTION>
Exhibit No. Description
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<S> <C>
Exhibit 1 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 2 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).
Exhibit 3 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 4 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 5 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).
</TABLE>
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<TABLE>
<S> <C>
Exhibit 6 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 7 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 8 Proxy dated November 1, 1991, made by Ephraim
Kochitzki in favor of Stephen Savitsky and David
Savitsky (incorporated by reference to Exhibit 14 to
Schedule 13D dated November 3, 1995).
Exhibit 9 Agreement, dated August 27, 1998, between the Company
and Stephen Savitsky and David Savitsky (incorporated
by reference to Exhibit A to the Company's Proxy
Statement, dated August 27, 1998, filed with the
Securities and Exchange Commission on August 27,
1998).
</TABLE>
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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 Amendment No. 1 is
true, complete and correct.
----------------------------------
October 26, 1998
/s/ Stephen Savitsky
----------------------------------
Stephen Savitsky
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Location of Exhibit in
Sequential Numbering
Exhibit No. Description System
- ----------- ----------- ----------------------
<S> <C> <C>
1 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).
2 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).
3 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).
4 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
</TABLE>
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<TABLE>
<CAPTION>
Location of Exhibit in
Sequential Numbering
Exhibit No. Description System
- ----------- ----------- ----------------------
<S> <C> <C>
Company's 1993 Stock Option Plan filed with the Securities and
Exchange Commission on September 7, 1993).
5 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).
6 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).
7 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).
8 Proxy dated November 1, 1991, made by Ephraim Kochitzki in
favor of Stephen Savitsky and David Savitsky (incorporated by
reference to Exhibit 14 to Schedule 13D dated November 3,
1995).
9 Agreement, dated as of August 27, 1998, between the Company
and Stephen Savitsky (incorporated by reference to Exhibit A
to the Company's Proxy Statement, dated August 27, 1998, filed
with the Securities and Exchange Commission on August 27,
1998).
</TABLE>
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