SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
Under the Securities Exchange Act of 1934
Star Multi Care Services, Inc.
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(Name of issuer)
Common Stock, $.001 par value per share
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(Title of Class of Securities)
855 156 105
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(CUSIP Number)
Stephen Sternbach
c/o Star Multi Care Services, Inc.
99 Railroad Station Plaza
Hicksville, New York 11801
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(Name, address and telephone number of person authorized to receive
notices and communications)
May 4, 1993
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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 [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.)
Page 1 of 14 Pages
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CUSIP No. 855 156 105 Page 2 of 14 Pages
Response to Question 1: Stephen Sternbach
###-##-####
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: PF
Response to Question 5: N/A
Response to Question 6: United States
Response to Question 7: 1,115,897
Response to Question 8: 0
Response to Question 9: 1,115,897
Response to Question 10: 0
Response to Question 11: 1,115,897
Response to Question 12: N/A
Response to Question 13: 46%
Response to Question 14: IN
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CUSIP No. 855 156 105 Page 3 of 14 Pages
INTRODUCTION
This Schedule 13D (the "Statement") is being filed by Stephen
Sternbach. Previously, Mr. Sternbach reported his ownership of shares of Star
Multi Care Services, Inc. (the "Company") on Schedule 13G. This report on
Schedule 13D is being filed because Mr. Sternbach acquired during a 12-month
period, upon receipt of the stock options described herein, beneficial ownership
of securities of the Company exceeding 2 per centum of the Company's Common
Stock (defined in Item 1).
ITEM 1. SECURITY AND ISSUER.
This Statement relates to the Common Stock, $.001 par value per share
("Common Stock"), of the Company. The principal executive offices of the Company
are located at 99 Railroad Station Plaza, Hicksville, New York 11801.
On December 6, 1995 the Company's Board of Directors approved a 6%
stock dividend payable on January 12, 1996 to shareholders of record on December
22, 1995. On April 24, 1995, the Company's Board of Directors approved a 6%
stock dividend payable on May 30, 1995 to shareholders of record as of May 15,
1995. On April 12, 1994, the Company's Board of Directors approved a
three-to-two stock split of the Common Stock in the form of a 50% stock dividend
for shareholders of record as of April 29, 1994. All numbers reflect the
aforementioned stock dividends.
ITEM 2. IDENTITY AND BACKGROUND.
(a) This Statement is being filed by Stephen Sternbach.
(b) The residence address of Mr. Sternbach is 11 Phaeton
Drive, Melville, New York 11747.
(c) The principal occupation or employment of Mr. Sternbach is
Chairman of the Board of Directors, President and Chief
Executive Officer of the Company.
The Company is in the business of providing placement
services of registered and licensed nurses and home health
aides to patients for care at home and to a lesser extent
temporary health care personnel recruiting to hospitals
and nursing homes. In addition, the Company maintains
registries of nurses, licensed practical nurses, nurses'
aides, certified home health aides and certified personal
care workers from which personnel are recruited on a per
diem basis to meet the requirements of the Company's
clients.
The Company's principal executive offices are located at
99 Railroad Station Plaza, Hicksville, New York 11801.
(d) During the last five years, Mr. Sternbach has not been
convicted in a criminal proceeding (excluding traffic
violations or similar misdemeanors).
(e) During the last five years, Mr. Sternbach has not been a
party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a
result of such proceeding
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CUSIP No. 855 156 105 Page 4 of 14 Pages
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) Mr. Sternbach is a citizen of the United States.
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
Except for the stock options, which were granted to Mr. Sternbach
pursuant to the Company's stock option plans, Mr. Sternbach acquired the
Company's Common Stock with personal funds.
ITEM 4. PURPOSE OF TRANSACTION.
The securities of the Company held by Mr. Sternbach were acquired and
are being held, as an investment. Except as described below, Mr. Sternbach has
no present plans or proposals which relate to or would result in: (a) the
acquisition or disposition by any person of additional securities of the Company
(although Mr. Sternbach retains the right, which he may exercise at any time or
from time to time, in his discretion, to exercise the stock options owned by him
and to purchase or sell equity securities of the Company owned by him in open
market or in privately negotiated transactions as circumstances warrant), (b) an
extraordinary corporate transaction, such as a merger, reorganization or
liquidation involving the Company or any of its subsidiaries, (c) a sale or
transfer of a material amount of assets of the Company or of any of its
subsidiaries, (d) any change in the present board of directors or management of
the Company, including any plans or proposals to change the number or term of
directors or to fill any existing vacancies on the board, (e) any material
change in the present capitalization or dividend policy of the Company, (f) any
other material change in the Company's business or corporate structure, (g) any
change in the Company's charter, by-laws or instruments corresponding thereto or
other actions which may impede the acquisition of control of the Company by any
person, (h) causing a class of securities of the Company to be delisted from a
national securities exchange or cease being authorized to be quoted in an
inter-dealer quotation system of a registered national securities association,
(i) a class of equity securities of the Company becoming eligible for
termination of registration pursuant to Section 12(g)(4) of the Securities
Exchange Act of 1934 or (j) any action similar to any of those enumerated above.
In February 1996, the Company entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Amserv Healthcare, Inc. ("Amserv"), whereby
the Company agreed, subject to certain conditions, to acquire Amserv by means of
a merger (the "Merger"). Amserv is a California-based provider of home
healthcare services with annual revenues of approximately $12 million. Pursuant
to the terms of the Merger Agreement, stockholders of Amserv will receive 0.4090
shares of the Company's common stock for each share of Amserv common stock. In
connection with the Merger, Mr. Sternbach entered into an agreement (the "Voting
Agreement") pursuant to which he has agreed to vote (or cause to be voted) the
shares of Common Stock of which he is the direct beneficial owner in favor of
the Merger and the matters related thereto and has granted an irrevocable proxy
to vote his shares in such a manner.
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CUSIP No. 855 156 105 Page 5 of 14 Pages
ITEM 5. INTEREST IN SECURITY OF THE ISSUER.
(a) & (b) The following table sets forth the separate beneficial
ownership (and information concerning voting and dispositive power) of Stephen
Sternbach as of July 10, 1996:
Number of Percent
Name Shares(1) of Class(2)
- ---- --------- -----------
Stephen Sternbach 1,115,897(3) 46%
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(1) Stephen Sternbach has sole voting and dispositive power with respect
to the shares owned by him.
(2) Percent of Class assumes the issuance of the Common Stock upon the
exercise of options (to the extent exercisable on or within 60 days
after July 10, 1996) deemed beneficially owned by Stephen Sternbach
but by no other person or entity.
(3) Includes 113,910 shares of Common Stock owned by the Stephen
Sternbach Family Trust; Mr. Sternbach disclaims beneficial ownership
with respect to these shares. Also includes 154,832 shares of Common
Stock which Mr. Sternbach has a currently exercisable option to
purchase pursuant to the Company's 1992 Stock Option Plan.
On May 4, 1993 Mr. Sternbach was granted options to purchase 20,000
shares of Common Stock at an exercise price of $2.681 per share. This grant, in
connection with a prior grant of 25,000 options to purchase Common Stock at
$2.750 per share, dated November 18, 1992, exceeded 2% of the Company's issued
and outstanding Common Stock. Accordingly, Mr. Sternbach, formerly required to
file statements of ownership on Schedule 13G, was now required to file such
statements of ownership on Schedule 13D. Subsequent to such event, Mr. Sternbach
has engaged in a series of transactions, none of which exceeded 1% of the total
amount of the Company's issued and outstanding Common Stock, or was otherwise
considered material. On June 30, 1995, Mr. Sternbach transferred 107,462 shares
of Common Stock in the Stephen Sternbach Family Trust with Matthew Solof and
William Fellerman as trustees. On July 26, 1995, Mr. Sternbach sold 2,000 shares
of Common Stock at $3.75 per share. On August 1, 1995, Mr. Sternbach sold 3,000
shares of Common Stock at $4.13 per share. On November 27, 1995, Mr. Sternbach
sold 2,500 shares of Common Stock at $7.38 per share, 4,450 shares of Common
Stock at $7.25 per share, and 1,000 shares of Common Stock at $7.00 per share.
On January 24, 1996, Mr. Sternbach gifted 500 shares of Common Stock. On January
30, 1996, Mr. Sternbach purchased 2,000 shares of Common Stock at $5.94 per
share.
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CUSIP No. 855 156 105 Page 6 of 14 Pages
In addition to the above noted transactions, Mr. Sternbach received
the following: 1) on November 23, 1993, immediately exercisable grants to
purchase 20,000 shares of Common Stock at $3.575 per share; 2) on April 12,
1994, immediately exercisable grants to purchase 15,000 shares of Common Stock
at $4.537 per share; and 3) on May 17, 1996, immediately exercisable grants to
purchase 20,000 shares of Common Stock at $6.875 per share.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH
RESPECT TO SECURITIES OF THE COMPANY.
(a) In connection with the Merger, Mr. Sternbach entered into
the Voting Agreement.
(b) Mr. Sternbach holds options, granted under the Company's
1992 Stock Option Plan, to purchase (i) 42,135 shares of
Common Stock at an exercise price of $1.632 per share,
which option is presently exercisable in full and expires
on November 17, 1997, (ii) 33,708 shares of Common Stock
at an exercise price of $1.591 per share, which option is
presently exercisable in full and expires on May 3, 1998,
(iii) 33,708 shares of Common Stock at an exercise price
of $2.121 per share, which option is presently exercisable
in full and expires on November 22, 1998; (iv) 25,281
shares of Common Stock at an exercise price of $2.854 per
share, which option is presently exercisable in full and
expires on April 11, 1999; and (v) 20,000 shares of Common
Stock at $6.875 per share, which option is presently
exercisable in full and expires on May 16, 2001.
The foregoing summaries of agreements are qualified in their entirety
by reference to the exhibits to this Schedule 13D.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
The following are exhibits to this Statement:
1. Voting Agreement, dated as of February 9, 1996, among
AMSERV HEALTHCARE INC., a Delaware corporation, and
Stephen Sternbach.
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CUSIP No. 855 156 105 Page 7 of 14 Pages
SIGNATURES
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After reasonable inquiry and to the best of the knowledge and belief
of the undersigned, the undersigned certify that the information set forth in
this Statement is true, complete and correct.
Dated: July 13, 1996
/s/ Stephen Sternbach
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Stephen Sternbach
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CUSIP No. 855 156 105 Page 8 of 14 Pages
EXHIBIT 1
VOTING AGREEMENT
VOTING AGREEMENT (this "AGREEMENT"), dated as of February 9, 1996,
among AMSERV HEALTHCARE INC., a Delaware corporation ("AMSERV"), and STEPHEN
STERNBACH (the "STOCKHOLDER").
RECITALS
Concurrently herewith, Amserv, Star Multi Care Services, Inc., a New
York corporation ("STAR"), and AHI Acquisition Corp., a Delaware corporation
(the "MERGER SUB"), are entering into an Agreement and Plan of Merger dated the
date hereof (the "MERGER AGREEMENT"; capitalized terms used but not defined
herein shall have the meanings set forth in the Merger Agreement), pursuant to
which the Merger Sub will merge with and into Amserv (the "MERGER"), and each
share of common stock, par value $.01 per share, of Amserv (the "AMSERV COMMON
STOCK") issued and outstanding immediately prior to the Effective Time (as
defined in the Merger Agreement) will be converted into the right to receive
.4090 shares of common stock, par value $.001 per share, of Star (the "STAR
COMMON STOCK").
As of the date hereof, the Stockholder directly beneficially owns
1,115,897 shares of Star Common Stock (the "SHARES").
As a condition to its willingness to enter into the Merger Agreement
and to consummate the transactions contemplated thereby, Amserv has required
that the Stockholder
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CUSIP No. 855 156 105 Page 9 of 14 Pages
agree (i) to execute and deliver this Agreement and (ii) to grant a proxy to
vote all of the Shares owned by the Stockholder on the terms and conditions
provided for herein.
AGREEMENT
To implement the foregoing and in consideration of the mutual
agreements contained herein, the parties agree as follows:
1. AGREEMENT TO VOTE; PROXY. (a) The Stockholder, in his capacity as
such, hereby agrees that, during the time this Agreement is in effect, at any
meeting of the stockholders of Star, however called, or in connection with any
written consent of the stockholders of Star, the Stockholder shall vote (or
cause to be voted) the Shares in favor of the Merger, the execution and delivery
by Star of the Merger Agreement and the approval of the terms thereof and each
of the other actions contemplated by the Merger Agreement and this Agreement.
The Stockholder shall not enter into any agreement or understanding with any
person or entity prior to the termination hereof to vote or give instructions
after the termination hereof in any manner inconsistent with the preceding
sentence.
(b) PROXY. THE STOCKHOLDER HEREBY GRANTS TO, AND APPOINTS, AMSERV
AND THE SECRETARY OF AMSERV AND THE CHIEF FINANCIAL OFFICER OF AMSERV, IN THEIR
RESPECTIVE CAPACITIES AS OFFICERS OF AMSERV, AND ANY INDIVIDUAL WHO SHALL
HEREAFTER SUCCEED TO ANY SUCH OFFICE OF AMSERV, AND ANY OTHER DESIGNEE OF
AMSERV, AND EACH OF THEM INDIVIDUALLY, THE STOCKHOLDER'S IRREVOCABLE PROXY AND
ATTORNEY-IN-FACT (WITH FULL POWER OF SUBSTITUTION) TO VOTE THE
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CUSIP No. 855 156 105 Page 10 of 14 Pages
SHARES AS INDICATED IN SECTION 1(a). THE STOCKHOLDER INTENDS THIS PROXY TO BE
IRREVOCABLE AND COUPLED WITH AN INTEREST, AFFIRMS THAT THIS PROXY IS GIVEN AS A
CONDITION OF THIS VOTING AGREEMENT AND AS SUCH IS SO COUPLED WITH AN INTEREST
AND WILL TAKE SUCH FURTHER ACTION OR EXECUTE SUCH OTHER INSTRUMENTS AS MAY BE
NECESSARY TO EFFECTUATE THE INTENT OF THIS PROXY AND HEREBY REVOKES ANY PROXY
PREVIOUSLY GRANTED BY HIM WITH RESPECT TO THE SHARES.
2. EXPIRATION. This Agreement and Amserv's right to vote the Shares
covered hereby as set forth herein shall terminate on the Expiration Date. As
used herein, the term "EXPIRATION DATE" means the first to occur of (a) the
Effective Time and (b) termination of the Merger Agreement in accordance with
its terms.
3. FURTHER ASSURANCES. From time to time, at the other party's
request and without further consideration, each party hereto shall execute and
deliver such additional documents and take all such further action as may be
necessary or desirable to consummate and make effective, in the most expeditious
manner practicable, the transactions contemplated by this Agreement.
4. MISCELLANEOUS. (a) ENTIRE AGREEMENT; ASSIGNMENT. This Agreement
(i) constitutes the entire agreement among the parties with respect to the
subject matter hereof and supersedes all other prior agreements and
understandings, both written and oral, between the
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CUSIP No. 855 156 105 Page 11 of 14 Pages
parties with respect to the subject matter hereof and (ii) shall not be assigned
by operation of law or otherwise.
(b) AMENDMENTS. This Agreement may not be modified, amended,
altered or supplemented, except upon the execution and delivery of a written
agreement executed by the parties hereto.
(c) NOTICES. All notices, requests, claims, demands and other
communications hereunder shall be in writing and shall be given (and shall be
deemed to have been duly received if so be given) by hand delivery, telegram,
telex or telecopy, or by mail (registered or certified mail, postage prepaid,
return receipt requested) or by any courier service, such as Federal Express,
providing proof of delivery. All communications hereunder shall be delivered to
the respective parties at the following addresses: If to the Stockholder:
Stephen Sternbach c/o Star Multi Care Services, Inc. 326 Walt Whitman Road
Huntington Station, New York 11746
If to Amserv: Amserv Healthcare Inc.
3252 Holiday Court, #204
La Jolla, California 92037
Attention: Eugene Mora
copy to: Latham & Watkins
701 "B" Street, Suite 2100
San Diego, California 92101
Attention: Scott N. Wolfe, Esq.
or to such other address as the person to whom notice is given may have
previously furnished to the others in writing in the manner set forth above.
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CUSIP No. 855 156 105 Page 12 of 14 Pages
(d) GOVERNING LAW. This Agreement shall be governed by and
construed in accordance with the laws of the State of Delaware, regardless of
the laws that might otherwise govern under applicable principles of conflicts of
laws thereof.
(e) SPECIFIC PERFORMANCE. Each of the parties hereto recognizes
and acknowledges that a breach by it of any covenants or agreements contained in
this Agreement will cause the other party to sustain damages for which it would
not have an adequate remedy at law for money damages, and therefore each of the
parties hereto agrees that in the event of any such breach the aggrieved party
shall be entitled to the remedy of specific performance of such covenants and
agreements and injunctive and other equitable relief in addition to any other
remedy to which it may be entitled, at law or in equity.
(f) COUNTERPARTS. This Agreement may be executed in two
counterparts, each of which shall be deemed to be an original, but both of which
shall constitute one and the same Agreement.
(g) DESCRIPTIVE HEADINGS. The descriptive headings used herein
are inserted for convenience of reference only and are not intended to be part
of or to affect the meaning or interpretation of this Agreement.
(h) SEVERABILITY. Whenever possible, each provision or portion of
any provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law but if any provision or portion of any
provision of this Agreement is held to be invalid, illegal or unenforceable in
any respect under any applicable law or rule in any jurisdiction, such
invalidity, illegality or unenforceability will not affect any other provision
or
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CUSIP No. 855 156 105 Page 13 of 14 Pages
portion of any provision in such jurisdiction, and this Agreement will be
reformed, construed and enforced in such jurisdiction as if such invalid,
illegal or unenforceable provision or portion of any provision had never been
contained herein.
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CUSIP No. 855 156 105 Page 14 of 14 Pages
IN WITNESS WHEREOF, Amserv and the Stockholder have caused this
Agreement to be duly executed as of the day and year first above written.
AMSERV HEALTHCARE INC.
By: /S/ EUGENE MORA
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Name: Eugene Mora
Title: President
STEPHEN STERNBACH
/S/ STEPHEN STERNBACH
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