SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
(Amendment No. 1)
Under the Securities Exchange Act of 1934
OptimumCare Corporation
(Name of Issuer)
Common Stock, par value $.001 per share
(Title of Class of Securities)
68388V100
(CUSIP Number)
Aries Financial Services, Inc
David R. Walner, Esq.
375 Park Avenue, Suite 1501
New York, NY 10152
(212) 832-4340
(Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications)
June 26 and 27, July 2, 5 and 18, 1996
(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
Statement because of Rule 13d-1(b)(3) or (4), check the
following:
Check the following box if a fee is being paid with this
Statement:
SCHEDULE 13D
CUSIP NO. 68388V100
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Financial Services, Inc.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3 below)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
NUMBER OF
SHARES 8 SHARED VOTING POWER
BENEFICIALLY 129,500
OWNED BY
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
129,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
CO
SCHEDULE 13D
CUSIP NO. 68388V100
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Aries Domestic Fund, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 58,000
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
58,000
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
58,000
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 1.2%
14 TYPE OF REPORTING PERSON*
PN
SCHEDULE 13D
CUSIP NO. 68388V100
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
The Aries Trust
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED
PURSUANT TO ITEMS 2(d) or 2(e) _
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 71,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
71,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
71,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
1.4%
14 TYPE OF REPORTING PERSON*
OO (see Item 2)
SCHEDULE 13D
CUSIP NO. 68388V100
1 NAMES OF REPORTING PERSONS
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Lindsay A. Rosenwald, M.D.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _
(b) _
3 SEC USE ONLY
4 SOURCE OF FUNDS*
OO (see Item 3)
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
7 SOLE VOTING POWER
None
NUMBER OF
SHARES
BENEFICIALLY 8 SHARED VOTING POWER
OWNED BY 129,500
EACH
REPORTING 9 SOLE DISPOSITIVE POWER
PERSON None
WITH
10 SHARED DISPOSITIVE POWER
129,500
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
129,500
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN
SHARES* _
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
2.6%
14 TYPE OF REPORTING PERSON*
IN
Item 1. Security and Issuer.
(a) Common Stock, $.001 par value ("Shares")
OptimumCare Corporation
30011 Ivy Glenn Drive, Suite 219
Laguna Niguel, CA 92677
Item 2. Identity and Background.
Names of Persons Filing:
(a) This statement is filed on behalf of Dr. Lindsay Rosenwald, Aries
Financial Services, Inc. ("Aries Financial"), Aries Domestic Fund,
L.P. ("Aries Domestic") and The Aries Trust ("Aries Trust")
(collectively, "Reporting Parties"). See attached Exhibit A which
is a copy of their agreement in writing to file this statement on
behalf of each of them.
(b) Dr. Rosenwald's, Aries Financial's, and Aries Domestic's business
address is 375 Park Avenue, Suite 1501, New York, New York, 10152.
The business address for Aries Trust is c/o MeesPierson (Cayman)
Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's
Drive, George Town, Grand Cayman.
(c) Dr. Rosenwald is an investment banker, venture capitalist and fund
manager and sole shareholder of Aries Financial,(1) a Subchapter S
incorporated in Delaware. Aries Financial is the General Partner
of Aries Domestic,(2) a limited partnership incorporated in
Delaware. Aries Financial is the Investment Manager to Aries
Trust,(3) a Cayman Islands Trust.
___________________
1 Please see attached Exhibit B indicating the executive
officers and directors of Aries Financial and providing
information called for by Items 2-6 of this statement
as to said officers and directors. Exhibit B is hereby
incorporated by reference.
2 Please see attached Exhibit C indicating the general
partner of Aries Domestic and the general partner's
executive officers and directors and providing
information called for by Items 2-6 of this statement
as to said general partner, officers and directors.
Exhibit C is hereby incorporated by reference.
3 Please see attached Exhibit D indicating the investment
manager of the Aries Trust and the investment manager's
executive officers and directors and providing
information called for by Items 2-6 of this statement
as to said investment manager and officers and
directors. Exhibit D in hereby incorporated by
reference.
(d) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust and
their respective officers, directors, general partners, investment
managers, or trustees have not, during the five years prior to the
date hereof, been convicted in a criminal proceeding (excluding
traffic violations or similar misdemeanors).
(e) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust and
their respective officers, directors, general partners, investment
managers, or trustees have not been, during the five years prior to
the date hereof, parties to a civil proceeding of a judicial or
administrative body of competent jurisdiction, as a result of which
such person 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.
(f) Dr. Rosenwald is a citizen of the United States.
Item 3. Source and Amount of Funds or Other Consideration.
Aries Domestic used its general funds to effect the purchase of a
total of 178,500 shares for an approximate purchase price of
$205,210. Aries Trust used its general funds to effect the
purchase of 152,000 shares for an approximate purchase price of
$172,680.
Item 4. Purpose of Transaction.
The Reporting Parties initially acquired the Shares of Common Stock
of the Issuer in a series of open market purchases made in July and
September of 1995 (as previously described in the original Schedule
13-D filed by the Reporting Parties) as an investment in the
Issuer.
In June and July of 1996 the Reporting Parties sold certain of the
acquired Shares in various open market transactions as detailed in
Item 5 (c) herein.
Although the Reporting Parties have not formulated any definitive
plans, they have recently disposed of certain shares of the Issuer
and may from time to time acquire, or dispose of, Common Stock
and/or other securities of the Issuer if and when they deem it
appropriate. The Reporting Parties may formulate other purposes,
plans or proposals relating to any of such securities of the Issuer
to the extent deemed advisable in light of market conditions,
investment policies and other factors.
Except as indicated in this Schedule 13D, the Reporting Parties
currently have no plans or proposals that relate to or would result
in any of the matters described in subparagraphs (a) through (j) of
Item 4 of Schedule 13D.
Item 5. Interest in Securities of the Issuer.
(a) As of July 24, 1996, Dr. Rosenwald and Aries Financial,
through acquisition of the Shares by the Aries Trust and Aries
Domestic, beneficially owned 129,500 shares or 2.6% of the
Issuer's securities and Aries Trust and Aries Domestic
beneficially owned as follows:
Amount Owned
Aries Domestic 58,000 Shares
Aries Trust 71,500 Shares
(b) Dr. Rosenwald and Aries Financial share the power to vote or
to direct the vote, to dispose or to direct the disposition of
those shares owned by each of Aries Domestic and Aries Trust.
(c) The following sales were made by Aries Domestic in the open
market in the sixty days prior to July 24, 1996:
Date No. of Shares Market Price
06/26/96 41,500 1.000
06/27/96 10,000 1.000
07/02/96 14,000 1.000
07/05/96 5,000 1.000
07/18/96 10,000 0.875
07/19/96 40,000 0.828
The following sales were made by Aries Trust in the open
market in the sixty days prior to July 24, 1996:
Date No. of Shares Market Price
07/02/96 14,000 1.000
07/05/96 16,500 1.000
07/18/96 10,000 0.875
07/19/96 40,000 0.828
(d) Not applicable.
(e) Dr. Rosenwald and Aries Financial ceased to be beneficial
owners of more than five percent of the Common Stock of the
Company on July 5, 1996.
Item 6. Contracts, Arrangements, Understandings or Relationships
with respect to Securities of the Issuer.
Aries Financial is the investment manager of the Aries Trust and
the General Partner of Aries Domestic and in such capacities has
the authority to make certain investment decisions on behalf of
such entities, including decisions relating to the securities of
the Issuer. In connection with its investment management duties,
Aries Financial receives certain management fees and performance
allocations from the Aries Trust and Aries Domestic. Dr. Rosenwald
is the President and sole shareholder of Aries Financial. Except
as set forth in this Schedule 13D and exhibits, there is no
contract, arrangement, understanding or relationship between the
Reporting Parties and any other person, with respect to any
securities of the Issuer.
Item 7. Material to be Filed as Exhibits:
Exhibit A - Copy of an Agreement between Dr. Rosenwald, Aries Financial,
Aries Domestic and Aries Trust to file this Statement on
Schedule 13D on behalf of each of them.
Exhibit B - List of executive officers and directors of Aries Financial
and information called for by Items 2-6 of this statement
relating to said officers and directors.
Exhibit C - List of executive officers and directors of Aries Domestic and
information called for by Items 2-6 of this statement relating
to said officers and directors.
Exhibit D - List of executive officers and directors of Aries Trust and
information called for by Items 2-6 of this statement relating
to said officers and directors.
SIGNATURES
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.
ARIES FINANCIAL SERVICES, INC.
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Aries Financial Services, Inc.
General Partner
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Aries Financial Services, Inc.
Investment Manager
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
EXHIBIT A
AGREEMENT
JOINT FILING OF SCHEDULE 13D
The undersigned hereby agrees to jointly prepare and file with
regulatory authorities a Schedule 13D and any future amendments thereto
reporting each of the undersigned's ownership of securities of OptimumCare
Corporation and hereby affirm that such Schedule 13D is being filed on behalf
of each of the undersigned.
ARIES FINANCIAL SERVICES, INC.
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
ARIES DOMESTIC FUND, L.P.
By Aries Financial Services, Inc.
General Partner
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
THE ARIES TRUST
By Aries Financial Services, Inc.
Investment Manager
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
President
Dated: July 24, 1996
New York, NY By /s/ Lindsay A. Rosenwald, M.D.
Lindsay A. Rosenwald, M.D.
EXHIBIT B
The name and principal occupation or employment, which in each instance
is with Aries Financial Services, Inc. ("Aries Financial") located at 375
Park Avenue, Suite 1501, New York, New York, 10152, of each executive officer
and director of Aries Financial is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Dr. Lindsay Rosenwald Chairman of the Board, President of Aries
Financial Services, Inc., Paramount
Capital Investments, LLC and
Paramount Capital, Inc.
Peter Morgan Kash Director of Aries Financial Services, Inc.
Senior Managing Director, Paramount
Capital, Inc.
Dr. Yuichi Iwaki Director of Aries Financial Services, Inc.
Professor, University of Southern
California School of Medicine
Item 2.
During the five years prior to the date hereof, none of the above
persons (to the best of Aries Financial's knowledge) was convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT C
The name and principal occupation or employment, which is located at 375
Park Avenue, Suite 1501, New York, New York, 10152, of the General Partner of
Aries Domestic is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Aries Financial Services, Inc. General Partner; Investment Manager
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, the above person (to the
best of Aries Domestic's knowledge) has not been convicted in a criminal
proceeding (excluding traffic violations or similar misdemeanors) or was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction, as a result of which such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
EXHIBIT D
The name and principal occupation or employment, which in each instance
is with The Aries Trust ("Aries Trust") located at 375 Park Avenue, Suite
1501, New York, New York, 10152, of each executive officer and director of
Aries Trust is as follows:
PRINCIPAL OCCUPATION
NAME OR EMPLOYMENT
Aries Financial Services, Inc. Investment Manager
MeesPierson (Cayman) Limited Trustee
Exhibit B is hereby incorporated by reference.
Item 2.
During the five years prior to the date hereof, neither of the above
persons (to the best of Aries Trust's knowledge) have been convicted in a
criminal proceeding (excluding traffic violations or similar misdemeanors) or
was a party to a civil proceeding of a judicial or administrative body of
competent jurisdiction, as a result of which such person 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.
Items 3-6.
Please refer to Items 3-6 herein reporting the beneficial ownership.
