UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____________)*
Meadowbrook Rehabilitation Group, Inc.
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(Name of Issuer)
Class A Common Stock
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(Title of Class of Securities)
583200 20 9
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(CUSIP Number)
Harvey Wm. Glasser
2000 Powell Street, Suite 1203
Emeryville, California 94608
(510)420-0900
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 9, 1998
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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 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 Rule 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 the
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))
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CUSIP No. 583200 20 9 13D
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1 NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY)
Harvey Wm. Glasser
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2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
(a) [ ]
(b) [ ]
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3 SEC USE ONLY
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4 SOURCE OF FUNDS (SEE INSTRUCTIONS)
Personal Funds of Reporting Person - PF
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5 CHECK 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
USA
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NUMBER OF 7 SOLE VOTING POWER
SHARES 1,203,892
BENEFICIALLY --------------------------------------------------------------
OWNED BY 8 SHARED VOTING POWER
EACH 0
REPORTING --------------------------------------------------------------
PERSON 9 SOLE DISPOSITIVE POWER
WITH 1,203,892
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10 SHARED DISPOSITIVE POWER
0
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11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
1,203,892
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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)
46.4%
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14 TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)
IN
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<PAGE>
Schedule 13D
Item 1. Security and Issuer
This statement relates to the Class A Common Stock of Meadowbrook
Rehabilitation Group, Inc. ("Meadowbrook"). Meadowbrook's executive offices are
located at 2000 Powell Street, Suite 1203, Emeryville, California 94608.
Item 2. Identity and Background
(a) Harvey Wm. Glasser.
(b) 2000 Powell Street, Suite 1203, Emeryville, California.
(c) Chairman of the Board, President and Chief Executive Officer of
Meadowbrook Rehabilitation Group, Inc.
(d) The Reporting Person has not, during the last five years, been
convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors).
(e) During the last five years, the Reporting Person was not a party to a
civil proceeding of judicial or administrative body of competent
jurisdiction resulting in the Reporting Person becoming subject to a
judgement, 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) United States of America.
Item 3. Source and Amount of Funds or Other Consideration
Of the 1,203,892 shares of Class A Common Stock of Meadowbrook beneficially
owned by the Reporting Person, 44,392 shares are owned in the form of Class A
Common Stock, and 1,159,500 are owned in the form of Class B Common Stock which
are convertible on a one-for-one basis into shares of Class A Common Stock, a
security registered under Section 12 of the Securities Exchange Act of 1934. Of
such 44,392 shares of Class A Common Stock, 39,392 have been owned by the
Reporting Person, since prior to February 1992 (when the Class A Common Stock of
Meadowbrook was registered under section 12 of the Securities Exchange Act of
1934) and 5,000 shares were acquired between July 9 and August 26, 1998 at an
average purchase price of $0.89 per share. The total purchase price was
$4,435.00 and was paid for with personal funds of the Reporting Person.
Item 4. Purpose of Transaction
The purpose of the transaction was to acquire additional equity securities
of Meadowbrook. The Reporting Person holds his interest in Meadowbrook for
investment purposes and has no plans or proposals to acquire additional shares
of Meadowbrook Class A Common Stock or with respect to any of the other matters
referred to in paragraphs (a) through (j) of this item.
Item 5. Interest in Securities of the Issuer
The Reporting Person has sole voting power and sole dispositive power with
respect to 1,203,892 shares of Class a Common Stock. Of such shares, 1,159,500
shares are held in the form of Class B Common Stock which is convertible on a
one-for-one basis into Class A Common Stock.
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
In connection with an Agreement and Plan of Merger among Meadowbrook,
Interset (a wholly owned subsidiary of Meadowbrook), Cambio Networks, Inc. (the
company to be acquired by Meadowbrook), and certain principal shareholders of
Cambio Networks, Inc. (the "Principal Shareholders"), the Reporting Person has
agreed to enter into a Voting Agreement pursuant to which the Reporting Person
will agree to vote all shares of Meadowbrook owned by him, in favor of the
election of three designees of the Principal Shareholders to the Meadowbrook
Board of Directors. The foregoing description of the Voting Agreement is
qualified in its entirety by the terms of the Voting Agreement, a copy of which
is filed as an Exhibit hereto.
Item 7. Material to be Filed as Exhibits
Exhibit 1 - Voting Agreement
<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.
Date: August 28, 1998 /s/ Harvey Wm. Glasser
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Harvey Wm. Glasser
<PAGE>
EXHIBIT 1 - VOTING AGREEMENT
<PAGE>
VOTING AGREEMENT
THIS AGREEMENT is made as of the __th day of ________, 1998 by and among
MEADOWBROOK REHABILITATION GROUP, INC. a Delaware corporation (the "Company"),
CAMBIO NETWORKS, INC., a California corporation ("Cambio"), HARVEY WM. GLASSER,
an individual resident in California ("Glasser") and certain stockholders of
Cambio whose names appear on the signature pages hereto (the "Cambio
Stockholders").
WHEREAS, in order to induce Cambio and the Cambio Stockholders to enter
into that certain Agreement and Plan of Merger dated as April 3, 1998 (the
"Merger Agreement"), the parties hereto have indicated their willingness to
enter into this Agreement upon the terms and conditions set forth below; and
WHEREAS, the parties hereto enter this Agreement for the additional purpose
of confirming the arrangements for election of directors of the Company;
IT IS HEREBY AGREED AS FOLLOWS:
1. Agreement to Vote. During the term of this Agreement, and
notwithstanding the provisions of Article Four, Section (b)(iii) of the Restated
Articles of Incorporation of the Company, Glasser shall vote or act with respect
to all shares of the Company's voting securities now owned by him (consisting of
26,261 shares of Class A Common Stock of the Company and 773,000 shares of Class
B Common Stock of the Company) and any such shares hereafter acquired by him,
whether beneficially or otherwise (the "Shares"), whether at an annual or
special meeting of stockholders or by written consent in lieu of such a meeting,
in favor of the election of three designees of the Cambio Stockholders (the
"Cambio Designees") who shall be reasonably acceptable to Glasser. The Cambio
Designees shall initially be __________, __________, and __________. In the
event of any vacancy occurring because of the death, resignation, or removal of
any Cambio Designee, Glasser shall vote his Shares in favor of the election of
any replacement director designated by the Cambio Stockholders and reasonably
acceptable to Glasser. In addition, without the consent of a majority in
interest of the Cambio Stockholders, Glasser will not vote his Shares in favor
of (i) any increase or decrease in the authorized number of directors of the
Company, which shall be six as of the effective time of the merger contemplated
by the Merger Agreement, or (ii) any amendment of the Bylaws of the Company.
2. Representations and Warranties of Glasser. Glasser hereby represents and
warrants to Cambio and the Cambio Stockholders as of the date hereof in respect
of himself as follows:
a. Authority. Glasser has all requisite power and authority to enter into
this Agreement and to consummate the transactions contemplated hereby. This
Agreement has been duly authorized, executed and delivered by Glasser and
constitutes a valid and binding obligation of Glasser enforceable in accordance
with its terms, except that such enforceability (i) may be limited by
bankruptcy, insolvency, moratorium or other similar laws affecting or relating
to the enforcement of creditors' rights generally and (ii) is subject to general
principles of equity. The execution and delivery of this Agreement does not, and
the consummation of the transactions contemplated hereby and compliance with the
terms hereof will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time or both) under any provision of, any
trust agreement, loan or credit agreement, note, bond, mortgage, indenture,
lease or other agreement, instrument, permit, concession, franchise, license,
judgment, order, notice, decree, statute, law, ordinance, rule or regulation
applicable to Glasser or to Glasser's property or assets the effect of which, in
any case, would be material and adverse to the ability of Glasser to consummate
the transactions contemplated hereby or to comply with the terms hereof.
<PAGE>
b. The Shares. Glasser is the beneficial and record owner of, and has the
sole right to vote, the Shares. Glasser does not own, of record and
beneficially, any shares of capital stock of the Company other than the Shares.
3. Successors in Interest of Glasser. The provisions of this Agreement
shall be binding upon the successors in interest of Glasser to any of Glasser's
Shares, excluding any purchasers of Shares in the public market.
4. Covenants of the Company. The Company agrees to take all actions
required to ensure that the rights given to Cambio and the Cambio Stockholders
hereunder are effective and that Cambio and the Cambio Stockholders enjoy the
benefits thereof. Such actions include, without limitation, the use of the
Company's best efforts to cause the election of the designees of the Cambio
Stockholders, as provided herein, as directors of the Company. The Company will
not, by any voluntary action, avoid or seek to avoid the observance or
performance of any of the terms to be performed hereunder by the Company, but
will at all times in good faith assist in the carrying out of all of the
provisions of this Agreement and in the taking of all such actions as may be
necessary or appropriate in order to protect the rights of the Shareholder
hereunder against impairment.
5. Termination. This Agreement shall terminate upon the earlier of (a) such
time as the Cambio Stockholders do not beneficially own twenty percent (20%) or
more of the total number of outstanding shares of voting securities of the
Company, or (b) _________, 2001.
6. Amendments and Waivers. Any term hereof may be amended only with the
written consent of Glasser and a majority in interest of the Cambio
Stockholders. The observance of any term hereof may be waived; (i) with respect
to any obligation of the Cambio Stockholders, by the written consent of Glasser;
and (ii) with respect to any obligation of Glasser, by the written consent of a
majority in interest of the Cambio Stockholders.
7. Severability. Whenever possible, each provision of this Agreement shall
be interpreted in such manner as to be effective and valid under applicable law,
but if any provision of this Agreement shall be held to be prohibited by or
invalid under applicable law, such provision shall be ineffective only to the
extent of such prohibition or invalidity, without invalidating the remainder of
such provision or the remaining provisions of this Agreement.
8. Governing Law. This Agreement shall be governed by and construed under
the laws of the State of Delaware, without regard to the conflict of laws
provisions thereof.
9. Specific Performance. The parties to this Agreement agree that, in the
event of any breach or threatened breach by any party to this Agreement of any
covenant, obligation or other provision set forth in this Agreement for the
benefit of any other party to this Agreement, such other party shall be entitled
(in addition to any other remedy that may be available) to (a) a decree or order
of specific performance or mandamus to enforce the observance and performance of
such covenant, obligation or other provision, and (b) an injunction restraining
such breach or threatened breach.
<PAGE>
10. Counterparts. This Agreement may be executed 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.
11. Successors and Assigns. Except as otherwise expressly provided in this
Agreement, the provisions hereof shall inure to the benefit of, and be binding
upon, the successors and assigns of the parties hereto.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of
the date first written above.
MEADOWBROOK REHABILITATION GROUP, INC.
By
Title
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Harvey Wm. Glasser
CAMBIO NETWORKS, INC.
By
Title
CAMBIO STOCKHOLDERS:
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Frederick A. Adler
EURO-AMERICA II, L.P.
By
Title
2001 PARTNERS, L.P.
By
Title
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Joseph K. Pagano
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Philip R. Chapman
