SECURITIES AND EXCHANGE COMMISSION
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
PETHEALTH SYSTEMS, INC.
COMMON STOCK
716381-10-8
(CUSIP NUMBER)
RICHARD I. ANSLOW
4400 ROUTE 9, 2ND FLO0R
FREEHOLD, NJ 07728
(732) 409-1212
OCTOBER 19, 1999
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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-1(e), (f) or (g), check the following
box / /.
(1) Names of Reporting Persons. S.S. or I.R.S.
Identification Nos. of Above Persons (entities only):
JAGERTON RESEARCH LIMITED
(2) Check the Appropriate Box if a Member of a Group (See
Instructions)
(a)
(b)
(3) SEC Use Only
(4) Source of Funds (See Instructions): PF
(5) Check if Disclosure of Legal Proceedings is Required
Pursuant to Items 2(d) or 2(e)
(6) Citizenship or Place of Organization:
Number of Shares Beneficially Owned by Each Reporting Person
With
(7) Sole Voting Power: 672,500
(8) Shared Voting Power: 0
(9) Sole Dispositive Power: 672,500
(10) Shared Dispositive Power: 0
(11) Aggregate Amount Beneficially Owned by Each Reporting
Person: 672,500
(12) Check if the Aggregate Amount in Row (11) Excludes
Certain Shares
(13) Percent of Class Represented by Amount in Row (11): 58%
(14) Type of Reporting Person: CO
ITEM 1. SECURITY AND ISSUER.
PetHealth Systems, Inc. Common Stock, no par value.
4400 Route 9 South, 2nd Floor
Freehold, New Jersey 07728
ITEM 2. IDENTITY AND BACKGROUND.
(a) Name: Jagerton Research Limited
(b) Address: c/o Richard I. Anslow & Associates
4400 Route 9 South, 2nd Floor
Freehold, New Jersey 07728
(c) Jagerton Research Limited- Investment, research and
development in technology related companies.
(d) None.
(e) None.
(f) Citizenship. British Virgin Islands
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
The Reporting Person, Jagerton Research Limited, acquired
the shares of Issuer in exchange for the sum of $225,000
paid from its personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The acquisition by the Reporting Person is part of a change
in control of the Issuer by the Reporting Person in
accordance with a Stock Purchase Agreement executed by the
Issuer, the Reporting Person and a third party representing
shareholders of the Issuer holding approximately58% of the
issued and outstanding common stock of the Issuer. The
Issuer undertook a 1 for 100 reverse stock split of its
common stock to reduce its previously outstanding shares to
11,530 with all fractional shares being rounded into the
next whole share. Common stock is the only outstanding
class of shares of the Company. It is the intention of
the Reporting Person to acquire one or more operating
businesses to be merged into the Issuer in exchange for
issuance of the Issuer's common shares to the shareholders
of such operating businesses. There can be no assurance,
however, that such acquisitions will occur. The Reporting
Person, as the majority shareholder of the Issuer, elected
Richard I. Anslow, as the sole Director of the Issuer to
replace all previous Directors of the Issuer who resigned.
No payments were made or agreed to be made for such change
in control of the Board of Directors.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER.
Jagerton Research Limited acquired 672,500 of the issued and
outstanding common shares of the Issuer. Such amount
represented approximately 58% of the total issued and
outstanding common shares of the Issuer. After the
Issuer undertook its 1 for 100 reverse stock split as
mentioned in 4. above, Jagerton Research Limited held 6,725
of the issued and outstanding common shares of the Issuer
(which represented approximately 58% of the issued and
outstanding common shares of the Issuer.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR
RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER.
Other than as described in this Schedule D, the Reporting
Persons have no contracts, arrangements, understandings or
relationships with any other person with respect to any
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Stock Purchase Agreement between Jagerton Research Limited,
PetHealth Systems, Inc. and Martin I. Saposnick
(representing several shareholders of PetHealth Systems,
Inc.).
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.
Date: November , 1999
Signature: Jagerton Research Limited:
BY:
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STOCK PURCHASE AGREEMENT
THIS STOCK PURCHASE AGREEMENT, entered into the 25th
day of September 1998, by. between and among:
JAGERTON RESEARCH LIMITED, or its assignees, a
corporation whose address is c/o Richard I. Anslow, Esq.,
4255 Route 9, Freehold, NJ 07728, hereinafter referred to as
the "Purchaser";
PETHEALTH SYSTEMS, INC., a corporation organized under
the laws of the State of Colorado, with its principal
offices located at 444 Madison Avenue Suite 17 1 0, New
York, New York 10022, hereinafter referred to as
"PetHealth"; and
MARTIN I. SAPOSNICK, whose office address is 444
Madison Avenue Suite 1710, New York, New York,
hereinafter referred to as the "Representative," who
represents certain of the shareholders of PetHealth who are
collectively referred to herein as "Sellers."
All of the foregoing are sometimes herein collectively
referred to as "the Parties."
WITNESSETH:
WHEREAS, PetHealth is a publicly held corporation whose
common stock is traded in the over-the-counter
market on the "Bulletin Board" and which currently has no
business operations; and
WHEREAS, Sellers are the owners and holders of an aggregate
of 720,000 shares of PetHealth common stock
(inclusive of an option to purchase 50,000 shares previously
granted to Jeffrey Pearlman as set forth below) which
constitutes Approximately SIXTY- TWO (62%) percent
of the shares of the Common Stock (hereinafter
referred to as the "Stock") of PetHealth; and
WHEREAS, Sellers, through Representative, desire to sell to
Purchaser, and Purchaser desires to purchase from
Sellers, all of the Stock owned by Sellers for the
consideration and under the terms hereinafter set forth; and
WHEREAS, PetHealth confirms that (i) there is authorized
only one class of Common Stock of which there is
issued and outstanding a total of 1,153,000 shares and no
other security convertible into shares of common stock are
issued and outstanding in PetHealth; and (ii) there are no
warrants, options, rights or other obligations of
any nature and kind whereby PetHealth would be obligated to
issue any additional shares of Common Stock or of any other
type or kind of security except for an option to Jeffrey
Pearlman to purchase up to 50,000 shares at a price of $0.50
per share;
NOW, THEREFORE, in consideration of the promises and mutual
representations. warranties and covenants herein
contained, the Parties hereto accept and adopt this Stock
Purchase Agreement (the "Agreement"), and hereby
specifically agree as follows:
1. Purchase of Seller's Stock. The Parties agree
that at the Closing Date hereinafter specified and subject
to the conditions hereof, Sellers, through their
Representative, shall sell, assign and transfer to Purchaser
free from any liens, claims or encumbrances, all of
the Sellers' Stock in PetHealth (a total of 720,000 shares
of Common Stock, inclusive of the option to purchase 50,000
shares at a price of $0.50 per share previously
granted to Jeffrey Pearlman), and the Purchaser agrees to
purchase acquire all of such Stock and option, subject to
the conditions, covenants and agreements herein set forth
and for the considerations hereinafter described, and upon
payment in full of the consideration and performance
of the other covenants and conditions hereof, Purchaser
shall become the exclusive owner of the Stock.
2. Consideration.
a. Purchase Price. The Purchaser agrees
to pay to Sellers the total sum of $97,700 as the
purchase price for the Stock and option, plus compliance
with such other obligations as are specifically set forth
herein below;
b. Payment and Relief of PetHealth
Obligations. In addition to the Purchase Price,
Purchaser shall pay the obligation to Ameristar Group, Inc.
in the amount of $127,300, which payment shall be made on or
before the Closing Date hereof. Such obligation shall be
assigned to a party chosen by Purchaser.
c. Payment Upon Execution. Upon
execution of this Agreement, Purchaser shall pay
Seller $119,980 as a deposit towards the purchase price.
Seller's attorney, as part of such payment may release funds
currently held by him belonging to Purchaser and
shall hold in the place of such funds the Stock, together
with appropriate Medallion Guaranteed Stock Powers in escrow
until closing.
3. Delivery of Stock. On the Closing Date as set
forth herein and subject to the payment of the
consideration as set forth in Paragraph 2 of this Agreement,
Sellers will deliver all of the Stock, in good transferable
form, duly endorsed for transfer with all transfer taxes
paid, if any. Upon execution of this Agreement Seller may
not cause to be issued by PetHealth any additional shares
from treasury or undertake any, stock splits. stock dividend
or the like.
4. Warranties and Representations of Sellers.
Sellers, through Representative, warrants and represents to
the Purchaser the following:
(a) Seller hereby represents and
warrants to the Purchaser that the Stock is duly and
validly issued, fully paid and non-assessable, and is free
and clear of all voting trusts, agreements, arrangements,
liens and all other encumbrances, claims, equities and
liabilities of every nature, and Sellers, having duly taken
all action required to transfer the Stock to the Purchaser,
have the unqualified right to sell, assign and transfer the
Stock to the Purchaser and to deliver clear and unencumbered
title thereto and upon delivery of the Stock as herein
provided, clear and unencumbered title thereto shall be
conveyed to the Purchaser.
(b) Representative has full right power
and authority granted by each Seller of the Stock to
enter into this Agreement on their behalf and to perform the
duties to be performed by Representative herein
including but not limited to the granting of direction of
the payment of the Purchase Price by Purchaser;
(c) Sellers warrant that Purchaser has
been supplied by Representative a true and correct
copy of the audited balance sheet and accounts of PetHealth
for the year ended December 31, 1997 and unaudited
statements for the period ended June 30, 1998, which
information has been prepared in accordance with generally
accepted accounting principles. Sellers further warrant
that from the date of the financial statements described
above until the date of this Agreement, and at the Closing
Date, there has been or there will not be any event which
would reflect any adverse change in the circumstances of or
the financial condition of PetHealth. Sellers warrants that
all liabilities of PetHealth are included in the financial
information given to Purchaser and that upon payment of the
obligations set forth in Paragraph 2(b) above, PetHealth
will have no liabilities remaining on its balance sheet.
(d) PetHealth is a corporation duly
formed and in good standing under the laws of its
state of incorporation and with all governmental or
regulatory agencies;
(e) All filings required by all
regulatory agencies relating to PetHealth's status
as a publicly held and trading corporation are current and
properly made.
(f) All taxes, state, federal and local are
current with no amounts due.
(g) Sellers warrant and represent that
there are no suits, complaints, arbitration proceedings,
regulatory agency proceedings, or contingent liabilities
outstanding as of the date hereof or on the Closing date,
which would result in liability or loss after the Closing
Date pertaining to the activities of PetHealth or which
could adversely affect the right of any Seller in the Stock
to be delivered hereunder.
(h) To the extent that any of the
parties whose Stock is being sold hereunder is a
corporation, such party has taken all required
corporate action to affirm and ratify the terms and
conditions of this Agreement and this Agreement is the valid
and binding corporate obligation of such party
enforceable according to its terms.
5. Warranties and Representations of Purchaser.
(a) Purchaser is a corporation duly
formed and in good standing under the laws of its
incorporation and with all governmental or
regulatory agencies having jurisdiction over its activities,
(b) Purchaser has taken all required
corporate action to affirm and ratify the terms and
conditions of this Agreement and this Agreement is
the valid and binding corporate obligation of such party
enforceable according to its terms.
6. Covenant of Sellers. At the Closing
together with the delivery of the Stock,
Representative will deliver the duly tendered resignation of
all officers and/or directors of PetHealth.
7. Indemnification. The parties agree to indemnify
each other as follows:
(a) In order to further induce Sellers
to enter into this Agreement, and for other good and
valuable considerations, receipt whereof is
acknowledged, Purchaser agrees to indemnify Sellers, and
their heirs and assigns, and to hold them harmless in
respect of. (i) any action, claim, obligation and all
liabilities of PetHealth of any nature, whether accrued,
contingent, absolute or otherwise, which shall arise after
the Closing Date, with respect to any action taken by
Purchaser after the sale of the Stock from Sellers to
Purchaser, and which would in any way subject Sellers to any
personal liability, cost or obligation; (ii) any action,
obligation, claim or liability arising from any breach of
warranty, misrepresentation or covenant made in this
Agreement; (iii) any damage or deficiency arising from any
such action or failure to act; and (iv) all actions, suits,
proceedings, demands, assessments, fines, judgements, costs,
expenses or reasonable attorney's fees incident to the
foregoing.
(b) In order to further induce the
Purchaser to enter into this Agreement, and for
other good and valuable considerations, receipt whereof is
hereby acknowledged, Seller agree to indemnify Purchaser and
its successors and assigns, and to hold them harmless in
respect of: (i) any action, claim, obligation and all
liabilities of PetHealth of any nature, whether accrued,
contingent, absolute or otherwise, which shall arise before
the Closing Date due to undisclosed claims or obligations
not set forth in PetHealth's financial statements or any
other written document given to the Purchaser prior to the
Closing Date; (ii) any action, obligation, claim or
liability arising from any breach of warranty,
misrepresentation or covenant made in this Agreement; (iii)
any damage or deficiency arising from any such action or
failure to act; and (iv) all actions, suits, proceedings,
demands, assessments, fines, judgements, costs, expenses or
reasonable attorney's fees incident to the foregoing:
provided, however, that anything herein contained to the
contrary notwithstanding, Sellers shall be responsible for
those liabilities which are not disclosed to Purchaser
before the Closing Date.
8. Closing. The following provisions shall
apply to a closing of the transaction contemplated by this
Agreement:
(a) The closing of the transactions
described in this Agreement (the "Closing Date") shall take
place on October 1, 1998, or as may be otherwise agreed to
by the parties in writing, and shall take place at such
place and time as the parties may agree.
(b) Each party will comply with their
respective requirements at the Closing and will deliver
appropriate documents and payment as called for by this
Agreement.
9. Termination. This Agreement may be
terminated and abandoned at any time prior to the Closing
Date upon the following conditions:
(a) By the mutual consent of the parties;
(b) By either party by giving written
notice to the other party if, in the bona fide
judgement of such terminating party, there shall have been
a violation of any covenant or agreement set forth herein;
or if any warranty or representation shall be untrue; or if
such terminating party should, in his bona fide judgement,
believes that the acquisition or sale is inadvisable by
reason of any the existence or threat of a liability
or obligation of such other person not previously known at
the time of this Agreement.
10. Effect of Termination. In the event of the
termination and abandonment of the purchase described herein
and this Agreement as herein provided in Paragraph IO,
notice shall be given to the person to be notified of the
termination or abandonment as herein provided, and thereupon
this Agreement shall become wholly void and of no effect,
and there shall be no liability on the part of any person
who is a party hereto, nor any liability for the Board of
Directors, stockholders, officers or directors of PetHealth
or any other party to this Agreement. Provided, however,
each party reserves the right to bring any action for breach
of this Agreement if such termination was not made in
accordance with the provisions hereof. If any funds were
paid to the Seller or any Stock transferred to the
Purchaser prior to the termination as herein
provided, then in such event, all sums will be
returned to the Purchaser and all Stock will be
returned to the Seller.
11. Nature and Survival of Representations. All
representations, warranties and covenants made by a party to
this Agreement shall survive the execution of this
Agreement and the consummation of the transactions
contemplated hereby. All of the parties hereto are
executing and carrying out the provisions of this
Agreement. and relying solely upon the representations,
warranties and covenants contained in this Agreement and not
upon any investigation upon which they or it might have made
or any representation, warranties. agreements, promises or
information. written or oral made by the other party, or by
persons other than as specifically set forth herein
12. Miscellaneous. The following miscellaneous
provisions shall apply to this Agreement:
(a) Counterparts. This Agreement may be
executed simultaneously in two or more counterparts,
each of which shall be deemed an original, but all
of which together shall constitute one and the same
instrument.
(b) Entire Agreement. This Agreement
constitutes the entire agreement among the parties
pertaining to the subject matter hereof, and
supersedes all prior and contemporaneous agreements
and understandings of the parties in connection
herewith. There are no oral promises, conditions,
representations, understandings, interpretations or
terms of any kind as conditions or inducements to the
execution of this Agreement.
(c) Successors. This Agreement shall be
binding upon the parties hereto, and inure to the
benefit of the parties, and their respective successors in
interest and assigns.
(d) Further Assurances. At any time and
from time to time after the date hereof, each party
will execute such additional instruments and take
such action as may be reasonably requested by the
other party to confirm or perfect title to any
property transferred hereunder or otherwise to carry out the
intent and purposes of this Agreement.
(e) Waiver. Any failure on the part of
any party hereto to comply with any of the
obligations, agreements or conditions hereunder may
be waived in writing by the party to whom such
compliance is owed.
(f) Notices. All notices and
communications hereunder shall be made in writing
and shall be deemed to have been given if delivered
in person or sent by prepaid, first class, registered or
certified mail, return receipt requested to each
party hereto at the address set forth herein.
(g) Severability. The parties to this
Agreement hereby agree and affirm that none of the
above provisions is dependent upon the validity or
of any other provisions, and if any part of this
Agreement is deemed to be unenforceable, the balance
of the Agreement shall remain in full force and
effect.
(h) Finder's Fees. The parties hereto
acknowledge that no other party has acted as a finder in
this transaction.
(i) Headings. The section and
subsection headings in this Agreement are inserted
for convenience only, and shall not affect in any
way the meaning or interpretation of this Agreement.
(j) Governing Law. The validity,
interpretation and effect of this Agreement shall be
governed exclusively by the laws of the State of New
York without giving effect to the principles of
conflicts of laws thereof. The parties agree that
any action. proceeding or claim arising out of or in
any way relating to this Agreement shall be brought and
enforced in the courts of the State of New York or of the
United States of America for the Southern District of New
York and each irrevocably submits to such jurisdiction.
The parties hereby irrevocably waive any objection to such
jurisdiction or inconvenient forum. Any such process or
summons to be served upon any of the parties may be served
by transmitting a copy thereof by registered or certified
mail, return receipt requested, postage prepaid, to the
address set forth below hereof Such mailing shall be deemed
personal service and shall be legal and binding upon the
party served in any action. proceeding or claim.
(k) Amendment. This Agreement or any
provision hereof, may not be changed, waived,
terminated or discharged except by means of a
written supplemental instrument signed by the party
or parties against whom enforcement of the change, waiver,
termination or discharge is sought.
IN WITNESS WHEREOF, the parties have executed this
Agreement on the above written date.
JAGERTON RESEARCH LIMITED
By:/S/
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PETHEALTH SYSTEMS, INC.
By:/S/
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/S/
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SHAREHOLDERS REPRESENTATIVE
