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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
[ ].
- --------
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.
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)
DAVID 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
3,911,010
(8) Shared voting power
225,440
(9) Sole dispositive power
3,911,010
(10) Shared dispositive power
None
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(11) Aggregate amount beneficially owned by each reporting person
4,136,450
(12) Check box if the aggregate amount in Row (11) excludes certain
shares (see instructions)
[x]
(13) Percent of class represented by amount in Row (11)
16.9%
(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 ("Schedule 13D"), and filed on behalf of David 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) David Savitsky.
(b) Mr. Savitsky's business address is 1983 Marcus Avenue,
Lake Success, New York 11042.
(c) Mr. Savitsky is Executive Vice President, Chief Operating
Officer, Secretary, Treasurer 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 377,537 shares of Class B Common Stock, $.01
par value per share, owned by Mr. David
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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 of 2,512,447 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. David Savitsky and Mr. Stephen Savitsky, who is the Chairman of the Board,
President, Chief Executive Officer 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 4,136,450 shares of
Class A Common Stock (representing 16.9% of the outstanding Class A Common
Stock), has sole power with respect to the voting and disposition of 3,911,010
of such shares (1,312,923 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. Stephen Savitsky. Mr. David
Savitsky's wife owns 150 shares of Class A Common Stock. Mr. Savitsky disclaims
beneficial ownership of these 150 shares and excludes them from the aggregate
number of shares of Class A Common Stock beneficially owned by him.
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").
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Mr. Savitsky also has the option to acquire 320,000 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 220,000 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) Except for the Transaction, 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 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
- ----------- -----------
<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 David
Savitsky (incorporated by reference to Exhibit 10.31
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 David
Savitsky (incorporated by reference to Exhibit 10.32
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 David Savitsky (incorporated by
reference to Exhibit 10.33 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 David Savitsky
(incorporated by reference to Exhibit 10.34 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
Koschitzki 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 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/ David Savitsky
-------------------------------
David 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
David Savitsky (incorporated by reference to
Exhibit 10.31 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
David Savitsky (incorporated by reference to
Exhibit 10.32 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>
Page 10 of 11 Pages
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<TABLE>
<CAPTION>
Location of Exhibit in
Sequential Numbering
Exhibit No. Description System
<S> <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 David Savitsky (incorporated by
reference to Exhibit 10.33 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
David Savitsky (incorporated by reference to
Exhibit 10.34 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 Koschitzki in favor of Stephen 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 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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