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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE 13D
UNDER THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. )*
Star Multi Care Services, Inc.
(Name of Issuer)
COMMON STOCK
(Title of Class of Securities)
855156105
(CUSIP Number)
Eugene J. Mora, 8840 Villa La Jolla Drive, #114, La Jolla, California 92037
(619) 458-6894
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(Name, Address and Telephone Number of Person Authorized to Receive Notices and
Communications)
August 23, 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 Schedule 13D, and is filing this
schedule because of Rule 13d-1(b)(3), check the following box [ ].
Check the following box if a fee is being paid with the statement [X]. (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).
1 OF 8
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SCHEDULE 13D
CUSIP NO. 855156105 PAGE 2 OF 8 PAGES
- --------------------------------------------------------------------------------
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Eugene J. Mora ###-##-####
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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
- --------------------------------------------------------------------------------
4 SOURCE OF FUNDS*
PF and OO
- --------------------------------------------------------------------------------
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2 (d) OR 2(e) [ ]
- --------------------------------------------------------------------------------
6 CITIZENSHIP OR PLACE OF ORGANIZATION
USA
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7 SOLE VOTING POWER
NUMBER OF
SHARES
208,396 SHARES OF COMMON STOCK 14,314 OPTIONS
BENEFICIALLY -----------------------------------------------
OWNED BY -----------------------------------------------
8 SHARED VOTING POWER
EACH
REPORTING -----------------------------------------------
9 SOLE DISPOSITIVE POWER
PERSON
208,396 SHARES OF COMMON STOCK 14,314 OPTIONS
WITH -----------------------------------------------
10 SHARED DISPOSITIVE POWER
- --------------------------------------------------------------------------------
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
222,710
- --------------------------------------------------------------------------------
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES* [ ]
- --------------------------------------------------------------------------------
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
5.8%
- --------------------------------------------------------------------------------
14 TYPE OF REPORTING PERSON*
IN
- --------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
INCLUDE BOTH SIDES OF THE COVER PAGE, RESPONSES TO ITEMS 1-7
(INCLUDING EXHIBITS) OF THE SCHEDULE, AND THE SIGNATURE ATTESTATION.
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Page 3 of 8
ITEM 1. SECURITY AND ISSUER
This Schedule 13D relates to the shares of common stock, $.001 par
value per share (the "Shares") of Star Multi Care Services, Inc., a New York
corporation (the "Company"), with executive offices located at 99 Railroad
Station Plaza, Suite 208, Hicksville, New York, 11801.
ITEM 2. IDENTITY AND BACKGROUND
(a) This Schedule 13D is being filed on behalf of Eugene J. Mora, an
individual ("Mora").
(b) Mora's residence address is 8840 Villa La Jolla Drive, #114, La
Jolla, California 92037.
(c) Mora's principal occupation is that of President of AMSERV
HEALTHCARE INC.
(d) Mora has not been convicted in a criminal proceeding during the
last five (5) years (excluding minor traffic violations or similar
misdemeanors).
(e) Mora has not been a party during the last five (5) years to a civil
proceeding of a judicial or administrative body of competent jurisdiction
pursuant to which he 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) Mora is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATIONS
On August 23, 1996, the Company and AMSERV HEALTHCARE INC., a Delaware
corporation ("AMSERV"), consummated a merger (the "Merger") whereby the Company
acquired control of AMSERV pursuant to an Agreement and Plan of Merger, dated
February 9, 1996, and amended July 18, 1996, among the Company, AHI Acquisition
Corp., and AMSERV. In connection with the Merger, each outstanding share of
AMSERV was converted into the right to receive .409 Shares, representing a ratio
of one Share for each 2.445 shares of AMSERV common stock.
Pursuant to the Merger, Mora received 208,396 Shares in exchange for
the surrender of 509,527 shares of common stock of AMSERV. In exchange for stock
options to purchase 35,000 shares of AMSERV common stock, Mr. Mora received
stock options to purchase 14,314 Shares.
Of the 208,396 Shares owned by Mora, 45,194 (110,500 former AMSERV
shares) were purchased with personal funds and a recourse Promissory Note to
AMSERV (now a wholly owned subsidiary of the Company), secured by those 45,194
Shares, bearing interest at the rate of 5.73% per annum, and maturing in January
2001.
Of the 208,396 Shares owned by Mora, 44,990 (110,000 former AMSERV
shares) were purchased with personal funds and a non-recourse Promissory Note to
AMSERV (now a wholly owned subsidiary of the Company). The Note was later
amended and became a recourse note, secured by those 44,990 Shares, bearing
interest at a rate of 5.73% per annum, and maturing in April 2000.
The balance of Mora's shares were purchased with personal funds.
ITEM 4. PURPOSE OF TRANSACTION
The holdings reported herein were made as an investment. Mora may, in
the future, purchase additional Shares or dispose of Shares. Mora does not have
any present plan or proposal which would relate to or result in a transaction of
the kind described in paragraphs (a) through (j) of Item 4 of Schedule 13D under
the Securities Exchange Act of 1934, as amended, except the exercise of the
options discussed below in Item 5. In the future, however, Mora reserves the
right to adopt such plans or proposals.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
(a) Mora directly owns 208,396 Shares. Mora also is the owner of stock
options to purchase 14,314 Shares, which options are currently exercisable. Mora
disclaims beneficial ownership of options to purchase 22,546 Shares (55,125
former AMSERV shares) for which Rosemarie Mora, Mora's former wife, has sole
voting and
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Page 4 of 8
dispositive power and which options have been assigned to Rosemarie Mora. The
aggregate number of Shares of which Mora may be deemed to be the beneficial
owner is 222,710, which is 5.8% of the 3,815,213 outstanding Shares of the
Company. This total includes the option shares owned by Mora, which are
currently exercisable.
(b) Mora has the sole power to vote and dispose of 222,710 Shares.
(c) During the sixty days preceding the date hereof, Mora did not enter
into any transactions in Shares of the Company, other than the Merger described
in Item 3 above.
(d) No other person is known to have the right to receive or the power
to direct the receipt of dividends from, or the proceeds from the sale of,
Mora's Shares.
(e) Not applicable.
ITEM 6. CONTRACTS, ARRANGEMENT, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO
SECURITIES OF THE ISSUER.
Mora is party to a recourse Promissory Note (the "First Note") dated
April 20, 1995 and amended on January 16, 1996, to AMSERV (now a wholly owned
subsidiary of the Company) in the original principal amount of $198,440, which
matures in April 2000 and bears interest at the rate of 5.73% per annum.
The First Note is secured by a Stock Pledge Agreement (the "First
Pledge") between Mora and AMSERV (now a wholly owned subsidiary of the Company)
dated April 20, 1995 and amended January 16, 1996, with respect to 44,990 Shares
(originally purchased as 110,000 AMSERV shares through the exercise of stock
options on April 20, 1995).
Mora is also party to a recourse Promissory Note (the "Second Note")
dated January 16, 1996 to AMSERV (now a wholly owned subsidiary of the Company)
in the original principal amount of $199,342, which matures in January 2001 and
bears interest at the rate of 5.73% per annum.
The Second Note is secured by a Stock Pledge Agreement (the "Second
Pledge") between Mora and AMSERV (now a wholly owned subsidiary of the Company)
dated January 16, 1996, with respect to 45,194 Shares (originally purchased as
110,500 AMSERV shares through the exercise of stock options on January 16,
1996).
In the event of any default by Mora under the First or Second Note or
the First or Second Pledge, the Company has the right to take the Shares pledged
by Mora in repayment of the First or Second Note, as applicable, and the right
to sell such Shares at public or private sale. So long as no such default
occurs, Mora is entitled to receive all dividends paid on such Shares, to vote
such Shares in all matters and to otherwise be entitled to all rights of
ownership of such Shares.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
(a) Promissory note dated April 20, 1995, by and between Eugene J. Mora and
AMSERV HEALTHCARE INC., a Delaware corporation, incorporated herein by reference
from Amendment No. 8 to Mr. Mora's Schedule 13D for AMSERV HEALTHCARE INC.,
dated April 7, 1995.
(b) Amendment, dated January 16, 1996, to Promissory Note dated April 20, 1995,
by and between Eugene J. Mora and AMSERV HEALTHCARE INC., a Delaware
corporation, incorporated herein by reference from Amendment No. 9 to Mr. Mora's
Schedule 13D for AMSERV HEALTHCARE INC., dated January 16, 1996.
(c) Stock Pledge Agreement dated April 20, 1995, by and between Eugene J. Mora
and AMSERV HEALTHCARE INC., a Delaware corporation, incorporated herein by
reference from Amendment No. 8 to Mr. Mora's Schedule 13D for AMSERV HEALTHCARE
INC., dated April 7, 1995.
(d) Amendment, dated January 16, 1996, to Stock Pledge Agreement dated April 20,
1995, by and between Eugene J. Mora and AMSERV HEALTHCARE INC., a Delaware
corporation, incorporated herein by reference from Amendment No. 9 to Mr. Mora's
Schedule 13D for AMSERV HEALTHCARE INC., dated January 16, 1996.
(e) Promissory Note dated January 16, 1996, by and between Eugene J. Mora and
AMSERV HEALTHCARE INC., a Delaware corporation, incorporated herein by reference
from Amendment No. 9 to Mr. Mora's Schedule 13D for AMSERV HEALTHCARE INC.,
dated January 16, 1996.
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Page 5 of 8
(f) Stock Pledge Agreement dated January 16, 1996, by and between Eugene J. Mora
and AMSERV HEALTHCARE INC., a Delaware corporation, incorporated herein by
reference from Amendment No. 9 to Mr. Mora's Schedule 13D for AMSERV HEALTHCARE
INC., dated January 16, 1996.
(g) Agreement and Plan of Merger, dated February 9, 1996, as amended July 18,
1996, among Star Multi Care Services, Inc., a New York corporation, AHI
Acquisition Corp., a Delaware corporation, and AMSERV HEALTHCARE INC., a
Delaware corporation, incorporated herein by reference to Appendix A to
Definitive Proxy Materials on Schedule 14A filed by AMSERV HEALTHCARE INC. on
July 23, 1996.
(h) Letter dated August 23, 1996 from Eugene J. Mora to Star Multi Care
Services, Inc., a New York corporation, documenting representations, warranties
and covenants of Mr. Mora which restrict his ability to transfer Shares under
certain circumstances.
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.
August 30, 1996 /s/Eugene J. Mora
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Date Signature
Eugene J. Mora, President
AMSERV HEALTHCARE INC.
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Page 6 of 8
EXHIBIT INDEX
<TABLE>
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Page
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(a) Promissory Note dated April 20, 1995, by and between Eugene J. Mora and
AMSERV HEALTHCARE INC., a Delaware corporation, incorporated herein by
reference from Amendment No. 8 to Mr. Mora's Schedule 13D for
AMSERV HEALTHCARE INC., dated April 7, 1995. -
(b) Stock Pledge Agreement dated April 20, 1995, by and between Eugene J.
Mora and AMSERV HEALTHCARE INC., a Delaware corporation, incorporated
herein by reference from Amendment No. 8 to Mr. Mora's Schedule 13D for
AMSERV HEALTHCARE INC., dated April 7, 1995. -
(c) Amendment, dated January 16, 1996, to Promissory Note dated April 20,
1995, by and between Eugene J. Mora and AMSERV HEALTHCARE INC. a
Delaware corporation, incorporated herein by reference from Amendment
No. 9 to Mr. Mora's Schedule 13D for AMSERV HEALTHCARE INC., dated
January 16, 1996. -
(d) Amendment, dated January 16, 1996, to Stock Pledge Agreement dated
April 20, 1995, by and between Eugene J. Mora and AMSERV HEALTHCARE
INC., a Delaware corporation, incorporated herein by reference from
Amendment No. 9 to Mr. Mora's Schedule 13D for AMSERV HEALTHCARE INC.,
dated January 16, 1996. -
(e) Promissory Note dated January 16, 1996, by and between Eugene J. Mora
and AMSERV HEALTHCARE INC., a Delaware corporation, incorporated herein
by reference from Amendment No. 9 to Mr. Mora's Schedule 13D for AMSERV
HEALTHCARE INC., dated January 16, 1996. -
(f) Stock Pledge Agreement dated January 16, 1996, by and between Eugene J.
Mora and AMSERV HEALTHCARE INC., a Delaware corporation, incorporated
herein by reference from Amendment No. 9 to Mr. Mora's Schedule 13D for
AMSERV HEALTHCARE INC., dated January 16, 1996. -
(g) Agreement and Plan of Merger, dated February 9, 1996, as amended July
18, 1996 (as amended, the "Merger Agreement"), among Star Multi Care
Services, Inc., a New York corporation ("Star"), AHI Acquisition Corp.,
a Delaware corporation ("Merger Sub"), and AMSERV HEALTHCARE INC., a
Delaware corporation, incorporated herein by reference to Appendix A to
Definitive Proxy Materials on Schedule 14A filed by AMSERV HEALTHCARE
INC. on July 23, 1996. -
(h) Letter dated August 23, 1996 from Eugene J. Mora to Star Multi Care
Services, Inc., a New York Corporation, documenting representations,
warranties and covenants of Mr. Mora which restrict his ability to
transfer Shares under certain circumstances. 7
</TABLE>
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Page 7 of 8
EXHIBIT (h)
August 23, 1996
Star Multi Care Services, Inc.
99 Railroad Station Plaza
Hicksville, New York 11801
Gentlemen:
Reference is made to the provisions of the Agreement and Plan of
Merger, dated as of February 9, 1996 (together with any amendments thereto, the
"Merger Agreement") among Star Multi Care Services, Inc., a New York corporation
("Star"), AHI Acquisition Corp., a Delaware corporation and a wholly-owned
subsidiary of Star (the "Merger Sub") and AMSERV HEALTHCARE INC., a Delaware
corporation ("AMSERV"), pursuant to which Merger Sub will be merged with and
into AMSERV (the "Merger"), with AMSERV continuing as the surviving corporation
(the "Surviving Corporation"). This letter consists of the undertakings
contemplated by Section 5.12 of the Merger Agreement and is designed to assure
(1) compliance with Rule 145 ("Rule 145") promulgated under the Securities Act
of 1933, as amended (the "Act"), and (2) that the Merger will be treated as a
"pooling of interests" for accounting purposes.
1. Compliance with Rule 145. I represent, warrant and covenant as
follows:
(a) I understand that I may be deemed to be an "affiliate" of
AMSERV, as such term is defined for purposes of Rule 145, and that the
transferability of the shares of common stock, par value $.001 per
share, of Star (the "Star Common Stock"), which I will receive upon the
consummation of the Merger in exchange for my shares of common stock,
par value $.01 per share, of AMSERV (the "AMSERV Common Stock"), is
therefore subject to the provisions of Rule 145. Nothing herein shall
be construed as an admission that I am an affiliate.
(b) Appendix A attached hereto sets forth all shares of AMSERV
Common Stock and Star Common Stock owned by me, including all AMSERV
Common Stock as to which I have sole or shared voting or investment
power and all rights, options and warrants to acquire AMSERV Common
Stock owned or held by me.
(c) I will not sell, pledge, transfer or otherwise dispose of
any shares of Star Common Stock issued to me pursuant to the Merger,
except pursuant to an effective registration statement or in compliance
with Rule 145 or another exemption from the registration requirements
of the Act.
(d) I understand that Star is under no obligation to register
the sale, transfer, pledge or other disposition of the Star Common
Stock to be received by me upon consummation of the Merger or to take
any other action necessary for the purpose of making an exemption from
the registration requirements of the Act available for the resale of
the Star Common Stock to be received by me upon consummation of the
Merger.
(e) I understand that Star will impose stop transfer
instructions with respect to the Common Stock to be received by me upon
consummation of the Merger and that a restrictive legend will be placed
on certificates delivered to me evidencing such Star Common Stock in
substantially the following form:
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Star Multi Care Services, Inc. Page 8 of 8
August 23, 1996
Page 2
"This certificate and the shares represented hereby
have been issued pursuant to a transaction governed by Rule
145 ("Rule 145") promulgated under the Securities Act of 1933,
as amended (the "Act"), and may not be sold or otherwise
disposed of unless registered under the Act pursuant to a
Registration Statement in effect at the time or unless the
proposed sale or disposition can be made in compliance with
Rule 145 or without registration in reliance on another
exemption therefrom."
2. Pooling of Interest Accounting. I represent, warrant and
covenant as follows:
From and after 30 days prior to the effective date of the Merger until
after such time as results covering at least 30 days of combined operations of
the Surviving Corporation and Star have been published by Star, in the form of a
quarterly earnings report, an effective registration statement filed with the
Securities and Exchange Commission (the " SEC"), a report to the SEC on Form
10-K, 10-Q or 8-K, or any other public filing or announcement which includes the
combined results of operations, I will not sell, transfer or otherwise dispose
of any securities of AMSERV or of any Star Common Stock received by me in the
Merger or other shares of capital stock of Star except that, with the written
consent of Star and (prior to the effective date of the Merger) AMSERV to assure
compliance with applicable "pooling of interest" accounting requirements (which
consents shall not be unreasonably withheld), I may make transfers or other
dispositions that, taking into account the actions of other affiliates of both
AMSERV and Star, are (a) permitted by SEC Staff Accounting Bulletin No. 76 (a
copy of which is annexed hereto as Appendix B) and (b) will not otherwise
prevent Star from accounting for the Merger as a "pooling of interests."
3. Miscellaneous. I hereby represent, warrant and covenant as
follows:
(a) I have full power and authority to execute this Agreement,
to make the representations, warranties and covenants herein contained
and to perform my obligations hereunder.
(b) I understand the requirements of this letter and the
limitations imposed on the sale, pledge, transfer or other disposition
of the Star Common Stock.
(c) The receipt of this letter by Star is an inducement to
Star's obligation to consummate the Merger under the Merger Agreement.
(d) All of the above representations are true, correct and
complete on the date hereof and will continue to be true, correct and
complete through and including the time of the transaction. If any of
the representations in this letter cease to be true at any time prior
to the time of the transaction, I will so notify you immediately in
writing (and in all events before the time of the transactions).
Very truly yours,
/s/ Eugene J. Mora
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Eugene J. Mora
