UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No.____ )*
CompScript, Inc.
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(Name of Issuer)
Common Stock ($.0001 par value)
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(Title of Class of Securities)
204680102
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(CUSIP Number)
Joel D. Mayersohn, Esq., Atlas, Pearlman, Trop, & Borkson, P.A.,
200 East Las Olas Boulevard, Suite 1900, Fort Lauderdale, Florida 33301
(954) 763-1200
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(Name, Address and Telephone Number of Person Authorized
to Receive Notices and Communications)
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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(b)(3) or (4), check the following box [_].
Check the following box if a fee is being paid with the statement [ ]. (A fee is
not required only if the reporting person: (1) has a previous statement on file
reporting beneficial ownership of more than five percent of the class of
securities described in Item 1; and (2) has filed no amendment subsequent
thereto reporting beneficial ownership of five percent or less of such class).
(See Rule 13d-7.)
Note: Six copies of this statement, including all exhibits, should be filed with
the Commission. See Rule 13d-1(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.)
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<TABLE>
<CAPTION>
SCHEDULE 13D
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CUSIP No. 204680102 Page 2 of 5 Pages
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<S> <C>
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1 | NAME OF REPORTING PERSON
| S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
|
| F.B.W. HOLDINGS, INC.
| FRANKLYN B. WEICHSELBAUM
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2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* (a)|_|
| (b)|_|
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3 | SEC USE ONLY
|
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4 | SOURCE OF FUNDS*
|
| WC, PF, OO
|
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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
|
| 1. FLORIDA
| 2. UNITED STATES OF AMERICA
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Number of | 7 SOLE VOTING POWER NONE
Shares |
Beneficially |
Owned by |
Each |
Reporting |
Person |
With |
|------------------------------------------------------------------------------
| 8 SHARED VOTING POWER 162,500
| *SEE ITEM 11 AS TO OPTION SHARES
|------------------------------------------------------------------------------
| 9 SOLE DISPOSITIVE POWER NONE
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| 10 SHARED DISPOSITIVE POWER 162,500
| *SEE ITEM 11 AS TO OPTION SHARES
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11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
|
| 1,070,000 SHARES OF COMMON STOCK INCLUSIVE OF 907,500 SHARES UNDERLYING OPTIONS TO
| PURCHASE COMMON STOCK
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12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES* |_|
|
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13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
|
| 8.7% (BASED ON COMMON STOCK OUTSTANDING AT JANUARY 22, 1997)
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14 | TYPE OF REPORTING PERSON*
|
| 1. CO
| 2. IN
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</TABLE>
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
<PAGE>
CUSIP No. 204680102 Page 3 of 5 Pages
ATTACHMENT
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ITEM 1. SECURITY AND ISSUER
This report relates to the Common Stock (par value $.0001 per share) of
CompScript, Inc. (the "Company") whose principal office is located at 1225
Broken Sound Parkway, N.W., Suite A, Boca Raton, Florida 33487.
ITEM 2. IDENTITY AND BACKGROUND
(a) Name:
1. F.B.W. Holdings, Inc.
2. Franklyn B. Weichselbaum
(b) Business Address/Principal Office:
1. 6516 Via Rosa, Boca Raton, Florida 33433
2. 6516 Via Rosa, Boca Raton, Florida 33433
(c) Present Principal Business/Occupation:
1. Investment Banking
2. Investment Banking
(d) Convictions: None
(e) Suits and Proceedings: None
(f) State of Incorporation/Citizenship:
1. Florida
2. U.S.A.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION
The acquisition of securities described previously was derived from
personal funds, loans from family members and Shulman & Associates, Inc.
(balance of the loans outstanding to be negotiated).
ITEM 4. PURPOSE OF THE TRANSACTION
F.B.W. Holdings, Inc. and Franklyn B. Weichselbaum acquired the
aforementioned securities for investment purposes only and not with the purpose
or intent of acquiring control of the Company.
<PAGE>
CUSIP No. 204680102 Page 4 of 5 Pages
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
F.B.W. Holdings, Inc. and Franklyn B. Weichselbaum together would be
deemed to be the beneficial owner of 1,070,000 shares of Common Stock of the
Company. F.B.W. Holdings, Inc. and Franklyn B. Weichselbaum together shares
voting and dispositive power.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER
None.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Stock Purchase and Options Agreement, dated January 3, 1997, between
Gerard N. Altieri, Mark T. Altieri and Ronald J. Reith, as Sellers and Shulman &
Associates or its assigns, as Buyer.
(b) Assignment and Assumption, dated January 9, 1997, between Shulman &
Associates, Inc., as Assignor and F.B.W. Holdings, Inc., as Assignee.
<PAGE>
CUSIP No. 204680102 Page 5 of 5 Pages
SIGNATURE
After reasonable inquiry and to the best of the undersigned's knowledge
and belief, the undersigned certifies that the information set forth in this
statement is true, complete and correct.
Date: January 24, 1997 F.B.W. Holdings, Inc.
By: /s/ Franklyn B. Weichselbaum
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Name: Franklyn B. Weichselbaum
Its: President
/s/ Franklyn B. Weichselbaum
-------------------------------------
Franklyn B. Weichselbau
<PAGE>
STOCK PURCHASE
AND OPTION AGREEMENT
This is an agreement ("Agreement") between Gerard N. Altieri, Mark T.
Altieri, and Ronald J. Reith (collectively the "Seller") and Shulman &
Associates ("Buyer") or its assigns made this 3rd day of January, 1997.
W I T N E S S E T H:
WHEREAS, Seller owns 1,070,000 shares (the "Shares") of CompScript, Inc.
("CPRX");
WHEREAS, Seller wishes to sell 324,997 Shares (the "Contract Shares") to
Buyer;
WHEREAS, Seller wishes to grant an option to Buyer for the purchase of
745,003 shares (the "Option Shares");
WHEREAS, Seller has been advised by Buyer and/or by other consultants to
CPRX that CPRX is presently seeking acquisition or merger candidates which could
be material to CPRX and that in fact an investment banker has recently met with
CPRX which investment banker was introduced to CPRX by Shulman & Associates;
WHEREAS, Buyer or his representative has been an affiliate of a consultant
and advisor to CPRX for more than the past 12 months and is presently engaged to
provide financial and public relations consulting services for CPRX;
WHEREAS, Seller acknowledges that Buyer may be Shulman & Associates, or
affiliates or assignees thereof.
WHEREAS, Seller acknowledges that Buyer has from time to time and will
have access to material information concerning CPRX which may not otherwise be
available to persons who are not insiders of CPRX, including Seller;
WHEREAS, however, there are no definitive agreements or understandings as
of this date with respect to any merger or acquisition for CPRX;
WHEREAS, notwithstanding the foregoing, Seller wishes to sell the Contract
Shares and grant an option with respect to the Option Shares to Buyer;
NOW, THEREFORE, the parties hereto agree as follows:
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1. PURCHASE AND SALE OF CONTRACT SHARES.
(a) Seller hereby agrees to sell the Contract Shares to Buyer at a
purchase price per share of $4.00 per share.
(b) Closing for the Contract Shares shall be on January 9, 1997
and January 27, 1997 at the offices of Buyer, with the following deliveries
being required to close:
(i) On January 9, 1997, Buyer shall deliver a check for
$649,992 for 162,498 Contract Shares and on January 27, 1997
Buyer shall deliver a check for $649,996 for the remaining
162,499 Contract Shares;
(ii) Seller shall deliver the Contract Shares free and clear
of all liens, claims or encumbrances together with an executed
stock power except that 162,498 of the Contract Shares shall
be registered in the name of Shulman & Associates. Buyer
acknowledges that the certificates for the Contract Shares and
Option Shares contain a restricted legend imposed under
Federal securities law and that Buyer is subject to applicable
restrictions on the subsequent transferability of such shares.
2. GRANT OF FIRST OPTION.
(a) In consideration for the purchase of the Contract Shares
Seller hereby grants an irrevocable option (the "Option") to Buyer for the
purchase of 510,002 of the Option Shares as follows:
(i) Seller hereby grants an Option to Buyer to purchase
510,002 Option Shares at $5.60 (the "First Option"). The First
Option shall be exercisable by Buyer in whole or in part at
any time and from time to time on or before July 9, 1997.
(ii) The foregoing notwithstanding, in the event the closing
daily bid price for 10 consecutive trading days during the
period January 9, 1997 through July 9, 1997 shall be $8.00 or
greater per share, then and in that event Buyer shall be
required to exercise the Option on July 9, 1997, irrespective
of the market price for such First Option shares on July 9,
1997.
2
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3. GRANT OF SECOND OPTION.
(a) In consideration for the purchase of the Contract Shares
Seller hereby grants an irrevocable option (the "Option") to Buyer for the
purchase of an additional 235,001 of the Option Shares as follows:
(i) Seller hereby grants an Option to Buyer to purchase an
additional 235,001 Option Shares at $6.50 per share (the
"Second Option"). The Second Option shall be exercisable by
Buyer in whole or in part at any time and from time to time on
or before January 9, 1998.
(ii) The foregoing notwithstanding, in the event the closing
daily bid price for 10 consecutive trading days during the
period January 9, 1997 through January 9, 1998 shall be $10.00
per share or greater per share, then and in that event Buyer
shall be required to exercise the Option on January 9, 1998,
irrespective of the market price for such Second Option shares
on January 9, 1998.
4. ESCROW OF SHARES. Shares subject to the Options shall be held in
escrow by Key Trust Company of Ohio, N.A., pending the exercise of the Options
and the share certificates and transfer records of the Company shall bear a
restrictive legend evidencing the Options granted Buyer. The Shares shall be
deposited with the Escrow Agent within five business days from the date hereof.
5. SELLER'S PUT.
(a) At any time commencing January 9, 1997 and ending January 9,
1998 Seller, at its option and provided the closing bid price of the CPRX Shares
is not less than $6.00 per share for a period of 30 consecutive days, may put
all or a portion of the Shares (including unexercised Option Shares) then held
by Seller/Escrow Agent to Buyer at $3.30 per Share.
(b) Closing for the put shall be 30 business days from written
notice of the exercise of the put.
(c) Seller shall be entitled to exercise the put on one occasion
only.
6. EXERCISABILITY AND METHOD OF EXERCISE OF OPTION.
(a) Subject to the provisions of this Agreement, the First Option
and Second Option (collectively, the "Option") shall be exercisable by Buyer in
whole or in part, at any time and from time to time.
3
<PAGE>
(b) Buyer shall notify Seller by written notice, of its intent to
exercise the Option. Three business days thereafter, Buyer shall deliver to
Seller a check for the exercise price and Seller shall issue in Buyer's name the
Shares purchased by Buyer hereunder. This provision shall also be applicable if
Buyer is required to exercise under Section 2(a)(ii), or 3(a)(ii).
7. SHARES OF COMMON STOCK AS INVESTMENT. By accepting the Options and
purchasing the Contract Shares, Buyer agrees that any and all Contract Shares
and Option Shares purchased upon the exercise thereof, unless registered at the
time of purchase under the Securities Act, shall be acquired for investment and
not for distribution, and upon the issuance of any or all of the Contract Shares
or Option Shares subject to the Option, Buyer shall deliver to Seller a
representation in writing that such Contract Shares or Option Shares are being
acquired in good faith for investment and not with a view to resale or
distribution. Providing such representations are made, counsel to CPRX will
advise its transfer agent that the Contract Shares and Option Shares so
purchased upon exercise of the Option may be transferred without a registration
statement.
8. ADJUSTMENT OF SHARES.
If any time prior to the expiration or exercise in full of the
Options, there shall be any increase or decrease in the number of issued and
outstanding shares of the Common Stock held by Seller through the declaration of
a stock dividend or through any recapitalization resulting in a stock split-up,
combination or exchange of the Common Stock, then and in such event, appropriate
adjustment shall be made in the number of Shares, and the exercise price per
Option Share thereof, that remain unexercised under the Options, so that the
same percentage of the Company's Shares held by Seller shall remain subject to
purchase at the same aggregate exercise price.
9. TAKEOVER OR ACQUISITION OF CPRX.
In the event of a public announcement by CPRX (and providing the
transaction ultimately closes), for the acquisition of the stock or
substantially all of the assets of CPRX or a merger in which CPRX is not the
surviving entity or in the case of a reverse merger in which the current
shareholders of CPRX are not the controlling shareholders of the entity
following the reverse acquisition within 30 days after or anytime before the
exercise of the Contract Shares, First Option or Second Option at a price per
share in excess of $9.00 per share, then and in that event Sellers shall be paid
20% of the amount in excess of $9.00 per share. Such payment shall be made in
the same kind as received as consideration for the Shares.
4
<PAGE>
10. REPRESENTATION AND WARRANTIES.
(a) As an inducement for Buyer to enter into this Agreement, Seller
represents and warrants:
(i) Seller has the lawful power and authority to enter into
this Agreement;
(ii) Except as noted in Section 1(b)(ii), Seller owns the
Shares free and clear of all liens, claims or encumbrances;
(iii) Seller acknowledges the statements made in the preamble
of this Agreement including statements to the effect that
Buyer or its affiliates may have access to information which
may not be public in nature including possible mergers or
acquisitions for CPRX and that there has been significant
trading activities in the securities of CPRX; and
(iv) Seller is not aware of any material adverse information
with respect to CPRX except as such information may be
included in CPRX filings with the SEC or in CPRX financial
statements.
(b) As an inducement for Seller to enter into this Agreement, Buyer
represents and warrants:
(i) Buyer has the lawful power and authority to enter into
this Agreement.
(ii) The Shares acquired hereby will be acquired for
investment purposes and not with a view to resale or
distribution.
(iii) Prior to the execution of the Agreement, there has been
to Buyer's knowledge, free disclosure of any substantive and
material conversations or discussions with a prospective
acquisition of CPRX or the assets of CPRX.
11. BINDING EFFECT. Except as otherwise expressly provided herein, this
Agreement shall be binding upon and inure to the benefit of the parties hereto,
their heirs, legal representatives, successors and permitted assigns.
12. GOVERNING LAW. This Agreement shall be governed by and construed in
accordance with the laws of the State of Florida, without giving effect to the
conflict of laws principles thereof.
5
<PAGE>
13. REPRESENTATION BY COUNSEL. Both Buyer and Seller have been
represented by counsel and Seller acknowledges that counsel for Buyer is also
counsel for CPRX.
IN WITNESS WHEREOF, the parties have executed this Agreement as of the day
and year first above written.
SELLERS:
/s/ Gerard N. Altieri
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Gerard N. Altieri
/s/ Mark T. Altieri
--------------------------------------
Mark T. Altieri
/s/ Ronald J. Reith
--------------------------------------
Ronald J. Reith
BUYER:
SHULMAN & ASSOCIATES
By: /s/ Manny Shulman, President
--------------------------------------
Manny Shulman, President
6
<PAGE>
ASSIGNMENT AND ASSUMPTION
THIS ASSIGNMENT AND ASSUMPTION is made as of January 9, 1997, by and
between Shulman & Associates, Inc., a Florida corporation (the "Assignor") and
F.B.W.
Holdings, Inc., a Florida corporation (the "Assignee").
WHEREAS, Assignor entered into a Stock Purchase and Option Agreement with
Gerard N. Altieri, Mark T. Altieri and Ronald J. Reith (collectively the
"Sellers"), dated January 3, 1997 (the "Agreement"), pursuant to which the
Sellers agreed to sell 324,997 shares (the "Shares") of CompScript, Inc.
("CPRX") to Assignor and granted to Assignor two irrevocable options to purchase
a total of 745,003 shares (the "Option Shares") of CPRX; and
WHEREAS, the Agreement provides that said Agreement is assignable by
Assignor; and
WHEREAS, Assignor entered into an Escrow Agreement with Sellers and Key
Trust Company of Ohio, N.A., dated January 9, 1997 (the "Escrow Agreement"),
whereby the parties thereto agreed to place the Option Shares in escrow pending
the exercise of the options.
WHEREAS, Assignor and Assignee have agreed that Assignor will assign, and
Assignee will assume, all of Assignor's right, title and interest in and to, and
obligations arising under the Agreement and the Escrow Agreement; and
NOW, THEREFORE, for valuable consideration paid to Assignor, the receipt
and sufficiency of which is hereby acknowledged, and in further consideration of
the mutual covenants and agreements contained herein, and pursuant to the terms
of this Assignment and Assumption, Assignor does hereby sell, transfer, assign
and deliver to Assignee and its successors and assigns all of Assignor's right,
title and interest in and to the Agreement; and Assignee hereby assumes all
liabilities and obligations hereafter arising out of the Agreement.
IN WITNESS WHEREOF, the undersigned representatives of Assignor and
Assignee having been duly authorized, have caused this Assignment and Assumption
to be duly executed as of the date first written above.
Assignor: SHULMAN & ASSOCIATES, INC.
By: /s/ Manny Shulman
--------------------------------------------
Its: President
Assignee: FBW HOLDINGS, INC.
By: /s/ Franklyn B. Weichselbaum
--------------------------------------------
Its: President
