SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
Schedule 13D
Under the Securities Exchange Act of 1934 (Amendment No. 1)
AVESIS INCORPORATED
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(Name of issuer)
COMMON STOCK
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(Title of Class of Securities)
053650107
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(CUSIP Number)
Frank C. Cappadora
3100 Warehime Road, Manchester, MD 21102 (410) 239-8500
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(Name, Address and Telephone Number of Person
Authorized to Receive Notes and Communications)
January 27, 1997
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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-l(b)(3) or (4), check the following box [ ].
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-l(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 1 of 6 Pages
<PAGE>
CUSIP No. 053650107 Page 2 of 6 Pages
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1 NAME OF REPORTING PERSONS SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE
PERSON
FRANK C. CAPPADORA
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions)
(a) [ ]
(b) [X]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (See Instructions)
N/A
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5 CHECK BOX 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 7 SOLE VOTING POWER
Shares 85,500
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Beneficially 8 SHARED VOTING POWER
Owned by
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Each 9 SOLE DISPOSITIVE POWER
Reporting 85,500
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Person 10 SHARED DISPOSITIVE POWER
With
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
85,500
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12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES (See Instructions)
[ ]
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13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.0%
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14 TYPE OF REPORTING PERSON
IN
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<PAGE>
Item 1. Security and Issuer.
This Statement relates to Common Stock of Avesis Incorporated (the
"Issuer"). The principal executive offices of the Issuer are located at 100 West
Clarendon Avenue, Suite 2300, Phoenix, Arizona 85013.
Item 2. Identity and Background.
This statement is being filed by:
(a) Frank C. Cappadora.
(b) Filing person's address: 3100 Warehime Road, Manchester, MD 21102
(c) Mr. Cappadora is the former President and Chief Executive Officer
of the Issuer and was designated to such positions in connection with the
management service agreement between the Issuer and National Health Enterprises,
Inc., a Maryland corporation ("NHE"). NHE has entered into a Management
Agreement and certain related agreements, each dated March 18, 1993, with the
Issuer pursuant to which NHE will manage substantially all of the Issuer's
business activities, subject to certain limitations and the direction of the
Issuer's board of directors. Mr. Cappadora has ceased performing any services
for the Company or NHE. Mr. Cappadora currently is self-employed.
(d) During the last five years, the filing person has not been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the filing person has not been a party
to a civil proceeding of a judicial or administrative body of competent
jurisdiction and is not 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. Cappadora is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
All Issuer common shares reported herein are beneficially owned by Mr.
Cappadora because he holds stock purchase options related to his prior
employment with the Issuer. No funds were expended in connection with the
acquisition of the options.
Page 3 of 6 Pages
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Item 4. Purpose of Transaction.
The reduction of shares beneficially owned by the reporting person was
due to the automatic rescission of options upon the cessation of performance of
substantial services on behalf of the Issuer.
The options discussed in Item 5 were acquired for investment. The
options were originally issued by the Issuer to National Health Enterprises,
Inc. ("NHE") in connection with the retention by the Issuer of NHE to perform
management services for the Issuer pursuant to a management contract (the
"Management Agreement"). To that extent, the acquisition of the options relates
to a change in the management of the Issuer. The options were transferred to Mr.
Cappadora in March 1993. The options were unvested at the time of such transfer.
All of the Issuer's shares held by Mr. Cappadora are held for
investment purposes only. Except as described above and that Mr. Cappadora is
the former President and Chief Executive Officer of the Issuer, he has no
present plan or proposal that relates to or would result in any of the actions
described in clauses (a) through (j) of Item 4 of Schedule 13D, although he may
from time to time in the future acquire additional shares of Common Stock or
securities convertible into Common Stock. At present, Mr. Cappadora contemplates
that such additional shares, if any, would also be purchased for investment
purposes only.
Item 5. Interest In Securities of the Issuer.
(a) The aggregate number and percentage of Issuer Common Stock
beneficially owned by Mr. Cappadora is 85,500 and 2.0%, respectively. All such
shares are deemed to be beneficially owned by Mr. Cappadora pursuant to Rule
13d-3 because the shares underlie presently exercisable stock purchase options
owned by Mr. Cappadora.
(b) See Items 7 through 10 on the Cover Pages of this Schedule 13D.
(c) Mr. Cappadora effected the following transaction since 60 days
prior to the date of the event which requires filing of this statement:
(i) Mr. Cappadora's 400,000 fully vested stock purchase
options, which were originally granted to NHE from the Issuer, automatically
reverted back to NHE by their terms on January 27, 1997 due to Mr. Cappadora's
cessation of performance of substantial services on behalf of the Issuer. The
options were originally granted at an exercise price of $0.48 per share.
(d) Not applicable.
(e) Mr. Cappadora ceased to be the beneficial owner of more than five
percent of the Common Stock of the Company as of January 27, 1997.
Page 4 of 6 Pages
<PAGE>
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
The shares reported herein are beneficially owned by virtue of fully
vested stock purchase options. There are no other contracts, arrangements,
understandings, or relationships among Mr. Cappadora and any other person with
respect to any securities of the Issuer.
Item 7. Material to be Filed as Exhibits.
1. Management Agreement dated March 18, 1993 between the Company and
NHE.*
2. Stock Option Grant to NHE dated March 18, 1993 relating to options
for the purchase of 4,400,000 shares of the Company's Common Stock.*
3. Registration Rights Agreement dated March 18, 1993 among NHE, Mr.
Blum, and Alan S. Cohn.*
4. Option Transfer Document dated March 31, 1993**
* Incorporated by reference from Schedule 13D dated March 18, 1993
filed by NHE and Mr. and Mrs. Kenneth L. Blum, Jr.
** Incorporated by reference from Schedule 13D dated December 5, 1994
filed by Mr. Frank C. Cappadora.
Page 5 of 6 Pages
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Aug 15, , 1997
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/s/ Frank C. Cappadora
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FRANK C. CAPPADORA
Page 6 of 6 Pages
