UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. __)
GHS, INC.
- ---------------------------------------------------------------------------
(Name of Issuer)
Common Stock, par value $0.01 per share
- ---------------------------------------------------------------------------
(Title of Class of Securities)
379333107
--------------------
(CUSIP Number)
David J. Roy
330 South Street
P.O. Box 1975
Morristown, New Jersey 07962-1975
(973) 290-2330
- ---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
May 27, 1999
-------------------------------------------------------
(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 ss.ss. 240.13d-1(e), 240.13d-1(f) or
240.13d-1(g), check the following box |_|.
NOTE: Schedules filed in paper format shall include a signed original and
five copies of the schedule, including all exhibits. See ss. 240.13d-7(b)
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).
<PAGE>
SCHEDULE 13D
CUSIP No. 379333107 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
CYL Development Holdings, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New Jersey
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,677,099 Shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
7,677,099 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,677,099 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.15%
14 TYPE OF REPORTING PERSON*
OO
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 379333107 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
Kurt T. Borowsky
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,677,099 Shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
7,677,099 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,677,099 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.15%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
SCHEDULE 13D
CUSIP No. 379333107 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON/
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS
David J. Roy
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a) [ ]
(b) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
NUMBER OF 7 SOLE VOTING POWER
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY EACH 7,677,099 Shares
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON WITH
10 SHARED DISPOSITIVE POWER
7,677,099 Shares
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
7,677,099 Shares
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) [ ]
EXCLUDES CERTAIN SHARES*
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
19.15%
14 TYPE OF REPORTING PERSON*
IN
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
<PAGE>
PAGE 5 OF 12 PAGES
ITEM 1. SECURITY AND ISSUER
This statement relates to the Common Stock, par value $.01 per share
("Common Stock") of GHS, Inc., a Delaware corporation (the "Company"). The
address of the Company's principal executive office is 704 Broadway, 2nd
Floor, New York, New York 10003.
The shares of Common Stock that are subject to this statement (the
"Shares") are issuable upon conversion of the shares of the Company's
Series A Preferred Stock (the "Series A Preferred Stock"), initially at a
conversion rate of 310 shares of Common Stock for each share of Series A
Preferred Stock, subject to adjustment in certain circumstances.
ITEM 2. IDENTITY AND BACKGROUND
This statement is filed jointly by CYL Development Holdings, LLC ("CDH"), a
New Jersey limited liability company, Kurt T. Borowsky, and David J. Roy
(the "Reporting Persons"). Messrs. Borowsky and Roy are the managers of
CDH. Under the Operating Agreement, dated May 6, 1999, of CDH (the
"Operating Agreement") (an excerpt of which is filed as Exhibit 4 hereto)
the sole power to vote and dispose of the Shares is irrevocably vested in
Messrs. Borowsky and Roy acting jointly. The business address for the
Reporting Persons is 330 South Street, P.O. Box 1975, Morristown, New
Jersey 07962-1975. During the past five years, none of the Reporting
Persons has been convicted in a criminal proceeding or 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.
Persons indirectly owning pecuniary interests in the Shares include Raymond
G. Chambers and members of his family, whose address is 330 South Street,
P.O. Box 1975, Morristown, NJ 07962-1975. Mr. Chambers and members of his
family, by reason of such indirect pecuniary interests which are through
trusts and other entities, may be deemed to have an indirect pecuniary
interest in more than 5% of the shares of Common Stock of the Company but
they disclaim beneficial ownership of such shares for purposes of Rule
13d-3.
<PAGE>
PAGE 6 OF 12 PAGES
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The Reporting Persons acquired the shares of the Series A Preferred Stock
on May 27, 1999 pursuant to the Contribution and Exchange Agreement dated
as of May 20, 1999 (the "Contribution and Exchange Agreement"), among the
Company, the Reporting Persons, Change YourLife.Com, LLC ("CYL"), Robbins
Research International, Inc. and Anthony J. Robbins, filed as Exhibit 1
hereto. The shares of Series A Preferred Stock are convertible at any time
into shares of Common Stock initially at a conversion rate of 310 shares of
Common Stock for each share of Series A Preferred Stock.
ITEM 4. PURPOSE OF TRANSACTION
The purpose of the acquisition of the Shares was to acquire an investment
position in the Company. Other than the proposed change in the Board of
Directors of the Company described in Item 6 and the proposed changes in
the Company's business and in its charter and Bylaws described in the
Contribution and Exchange Agreement, the Reporting Persons have no plans of
the type required to be described under Item 4 of Schedule 13D. The
proposed change in the Company's business involves the spin-off of the
Company's existing business and the retention and development of the
business of CYL, consisting of an Internet initiative for an on-line
network to focus on personal and professional development. The proposed
changes to the charter and Bylaws of the Company include an increase in the
number of authorized shares of Common Stock and arrangements concerning the
nomination of individuals to serve as directors of the Company and the
election of directors as described in Item 6.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Each of the Reporting Persons is the beneficial owner of 7,677,099
shares of Common Stock, representing 19.15% of the issued and outstanding
shares of Common Stock of the Company, consisting of shares of Common Stock
issuable upon conversion of Series A Preferred Stock owned by CDH. In their
capacity as managers of CDH, Messrs. Borowsky and Roy together irrevocably
possess the sole power to vote and dispose of the Common Stock owned by
CDH, and may be deemed to be the beneficial owner of such securities.
The percentage of outstanding shares of Common Stock of the Company
set forth in the preceding paragraph is computed based on a total of
40,099,536 shares
<PAGE>
PAGE 7 OF 12 PAGES
of Common Stock outstanding as of May 27, 1999, which figures include
30,708,395 shares of Common Stock issuable upon conversion of the Company's
Series A Preferred Stock and 1,785,820 shares issuable upon conversion of
the Company's Series B Preferred Stock. Holders of the Series A Preferred
Stock and Series B Preferred Stock vote together with holders of Common
Stock on the basis of one vote for each share of Common Stock into which
the Series A Preferred Stock and Series B Preferred Stock is convertible.
(b) Number of shares as to which CDH and Messrs. Borowsky and Roy have
(i) sole power to vote or direct the vote:
None.
(ii) shared power to vote or direct the vote:
7,677,099. See Item 2.
(iii) sole power to dispose or to direct the disposition of:
None.
(iv) shared power to dispose of or direct the disposition of:
7,677,099. See Item 2.
(c) Inapplicable.
(d) Inapplicable.
(e) Inapplicable.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE ISSUER.
Under the terms of a Stockholders Agreement dated as of May 27, 1999 (filed
as Exhibit 3) among the Reporting Persons, the Company, Robbins Research
International, Inc. and Anthony J. Robbins, and the Company's Bylaws (filed
as Exhibit 2), the Board of Directors is to consist of eight members with
the initial
<PAGE>
PAGE 8 OF 12 PAGES
members to be elected within 45 days from May 27, 1999 and which are
designated on Exhibit A to the Bylaws. At each subsequent election and for
so long as Mr. Robbins or any of his affiliates holds in the aggregate at
least 10% of the outstanding shares of Common Stock or Common Stock
equivalents, (i) Mr. Robbins or such Affiliates has the right to nominate
three persons as Directors of the Company (the "Robbins Directors"), and
(ii) a Nominating Committee consisting of the directors (other than the
Robbins Directors and the Company's Chief Executive Officer) and their
respective successors will have the right to nominate four persons as
Directors of the Company and (iii) the eighth Director will be the
Company's Chief Executive Officer. If any Director is unable to serve or,
once having commenced to serve, is removed or withdraws from the Board of
Directors of the Company, the replacement of such Director on the Board of
Directors of the Company will be nominated in accordance with the
procedures described in the Bylaws.
In addition to the indirect pecuniary interests held by Mr. Chambers and
members of his family as noted in Item 2 above, seven other individuals,
including Messrs. Borowsky and Roy, have an indirect pecuniary interest in
the Shares. The indirect pecuniary interest of each of these seven other
individuals in the shares of Common Stock of the Company amounts, in each
case, to less than 5% of the shares of Common Stock of the Company.
See Item 2 for information as to the power to vote and dispose of the
Shares.
ITEM 7. MATERIALS TO BE FILED AS EXHIBITS.
1. Contribution and Exchange Agreement dated as of May 20, 1999 between
the Company, the Reporting Persons, Robbins Research International,
Inc. and Anthony J. Robbins.*
2. Bylaws of the Company.*
3. Stockholders Agreement dated as of May 27, 1999 between the Reporting
Persons, the Company, Robbins Research International, Inc. and Anthony
J. Robbins.*
- -------------
* Incorporated by reference to a Schedule 13D relating to the Company
filed by Robbins Research International, Inc. and Anthony J. Robbins
on June 7, 1999.
<PAGE>
PAGE 9 OF 12 PAGES
4. Exhibit C to the Operating Agreement of CDH.
5. Joint Filing Statement on Schedule 13D, as required by Rule
13d-1(f)(1) under the Exchange Act.
<PAGE>
PAGE 10 OF 12 PAGES
SIGNATURES
After reasonable inquiry and to the best of our knowledge and belief,
the undersigned certify that the information set forth in this statement is
true, complete and correct.
CYL Development Holdings, LLC,
a New Jersey limited liability company
Dated: June 7, 1999 By: /s/ David J. Roy
----------------------------------
David J. Roy, Manager
Dated: June 7, 1999 /s/ Kurt T. Borowsky
----------------------------------
Kurt T. Borowsky
Dated: June 7, 1999 /s/ David J. Roy
----------------------------------
David J. Roy
<PAGE>
PAGE 11 OF 12 PAGES
EXHIBIT 4
---------
EXHIBIT C
INVESTMENTS
With respect to the GHS Shares and the GHS Options (the "Investments"), the
following provisions shall apply:
1. The Members hereby irrevocably delegate full and complete authority
with regard to all matters respecting the Investments to Kurt T.
Borowsky and David J. Roy (collectively, the "GHS Managers"),
including, but not limited to, all decisions with regard to voting,
holding and disposition of the GHS Shares and the granting of GHS
Options.
2. The GHS Managers are hereby directed not to take instructions from any
of the Members with regard to the Investments, it being the agreement
of the Members that the GHS Managers shall have complete and
unencumbered discretion with respect to the Investments.
3. All matters respecting the Investments shall be determined by the GHS
Managers acting unanimously.
4. In the event that any GHS Manager (the "Outgoing Manager") shall
resign his authority, be convicted of a felony, die, become
incapacitated, be declared incompetent by a court of competent
jurisdiction or be determined in good faith by the other GHS Manager
(the "Remaining Manager") to be incapable of exercising his authority
hereunder, this determination to be conclusive for the purposes of
this Agreement, the Remaining Manager shall appoint as soon as
practicable a replacement for the Outgoing Manager, which replacement
shall be selected by the Remaining Manager in his sole and absolute
discretion. This provision shall be applied successively so that
decision-making with regard to the Investments shall remain with the
GHS Managers and their duly appointed successors.
5. The provisions of this exhibit shall not be amended.
<PAGE>
PAGE 12 OF 12 PAGES
EXHIBIT 5
---------
JOINT FILING STATEMENT
In accordance with Rule 13d-1(f) of Regulation 13D-G of the Securities
Exchange Act of 1934, as amended, the persons and entity below agree to the
joint filing on behalf of each of them of this Statement on Schedule 13D
(including any and all amendments thereto) with respect to the Common Stock
of GHS, Inc. and further agree that this Joint Filing Agreement be included
as an Exhibit to such joint filings. In evidence thereof the undersigned,
being duly authorized, hereby execute this Agreement this 7th day of June,
1999.
CYL DEVELOPMENT HOLDINGS, LLC
By: /s/ David J. Roy
---------------------------------------
Name: David J. Roy
Title: Manager
/s/ Kurt T. Borowsky
---------------------------------------
Kurt T. Borowsky
/s/David J. Roy
---------------------------------------
David J. Roy
