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, par value $0.001 per share
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(Title of Class of Securities)
855 156 105
(CUSIP Number)
William Fellerman
Star Multi Care Services, Inc.
33 Walt Whitman Road
Huntington Station, NY 11746
(516) 423-6688
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(Name, address and telephone number of person authorized to receive notices and
communications)
September 9, 1997
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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
|_|
Page 1 of 11 Pages
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CUSIP No. 855 156 105 Page 2 of 11 Pages
Response to Question 1: Star Multi Care Services, Inc. 22-2210574
Response to Question 2: N/A
Response to Question 3: SEC USE ONLY
Response to Question 4: OO (See Item 3)
Response to Question 5: N/A
Response to Question 6: New York
Response to Question 7: 667,096
Response to Question 8: 0
Response to Question 9: 0
Response to Question 10: 0
Response to Question 11: 667,096**
Response to Question 12: N/A
Response to Question 13: 12.76%
Response to Question 14: CO
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** Neither the filing of this Schedule 13D nor any of its contents shall be
deemed to constitute an admission that Star is the beneficial owner of any
of the Issuer Common Stock referred to herein for purposes of Section 13(d)
of the Securities Exchange Act of 1934, as amended, or for any other
purpose, and such beneficial ownership is expressly disclaimed.
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CUSIP No. 855 156 105 Page 3 of 11 Pages
INTRODUCTION
ITEM 1. SECURITY AND ISSUER
This Statement on Schedule 13D (this "Schedule 13D") relates to
shares of common stock, par value $0.001 per share, of Star Multi Care Services,
Inc. ("Issuer Common Stock"), a New York corporation (the "Issuer"). The
principal executive offices of the Issuer are located at 33 Walt
Whitman Road, Huntington Station, New York 11746.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (c) & (f). This Schedule 13D is being filed on behalf of Star
Multi Care Services, Inc., a New York corporation ("Star"), whose principal
executive offices are located at 33 Walt Whitman Road, Huntington Station, New
York. Star is engaged 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 throughout the New York City metropolitan area, Long
Island, upstate New York, New Jersey, southeastern Florida, Ohio and, as a
result of this transaction, Pennsylvania. In addition, Star maintains registries
of registered 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 Star's clients.
Neither the filing of this Schedule 13D nor the information contained herein
shall be deemed to constitute an admission by Star that it is the beneficial
owner of the Issuer Common Stock referred to herein for purposes of Section
13(d) of the Securities Exchange Act of 1934, as amended (the "Exchange Act") or
for any other purposes, and such beneficial ownership is expressly declared.
The name, citizenship, residence or business address and principal
occupation or employment (and the name, principal business and address of any
corporation or other organization in which such employment is conducted) of each
director and executive officer of Star is set forth in Schedule
A hereto.
(d), (e). Neither Star nor, to the best of Star's knowledge, any of
the directors or executive officers of Star has, during the last five years: (i)
been convicted in a criminal proceeding (excluding traffic violations or similar
misdemeanors); or (ii) been a party to a civil proceeding of a judicial or
administrative body of competent jurisdiction and as a result of such proceeding
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.
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CUSIP No. 855 156 105 Page 4 of 11 Pages
ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION.
As more fully described in Item 4 hereof, Star, the Shareholders
(defined below), Kaufman (defined below) and the Voting Trustee (defined below)
have entered into the EFCC Shareholders Agreement described in Item 4. The
Shareholders (as defined below) and the Voting Trustee (defined below), as
contemplated in the EFCC Shareholders Agreement, granted an irrevocable proxy to
the Board of Directors of Star as described in Item 4. The EFCC Shareholders
Agreement and the irrevocable proxy were entered into in order to induce Star
and EFCC Acquisition Corp., a New York corporation and a wholly-owned subsidiary
of Star ("Merger Sub"), to enter into the Merger Agreement described in Item 4.
ITEM 4. PURPOSE OF TRANSACTION.
On January 3, 1997, Star, Merger Sub and Extended Family Care
Corporation ("EFCC") entered into an Agreement and Plan of Merger (the "Merger
Agreement"). The Merger Agreement provided that upon the terms and conditions
set forth therein, EFCC would be merged (the "Merger") with and into Merger Sub
and the separate existence of EFCC would cease and Merger Sub as the Surviving
Corporation will continue to exist. At the effective time of the Merger, the
separate existence of EFCC ceased and Merger Sub succeeded, without other
transfer, to all the rights and property, and be subject to all the debts and
liabilities of EFCC.
The Merger was effected in accordance with the Merger Agreement, on
September 9, 1997 (the "Effective Time"). At the Effective Time, each share of
Common Stock of EFCC which was issued and outstanding immediately prior to the
Effective Time converted into the right to receive the following consideration
(the "Merger Consideration"): (x) the Cash Consideration (defined below),
without interest; and (y) .025907006 shares of Issuer Common Stock.
"Cash Consideration" means the amount equal to: (a) $2,400,000
divided by (b) the EFCC Share Number. At the Effective Time the EFCC Share
Number was 37,602,201.
The Certificate of Incorporation of Merger Sub is the Certificate of
Incorporation of the Surviving Corporation and the Bylaws of Merger Sub as in
effect on January 3, 1997 are the Bylaws of the Surviving Corporation. The
persons who were directors of Merger Sub immediately prior to the Effective Time
will, after the Effective Time, serve as the directors of the Surviving
Corporation, until their successors have been duly elected and qualified in
accordance with the Certificate of Incorporation and Bylaws of the Surviving
Corporation. The persons who were officers of Merger Sub immediately prior to
the Effective Time shall, after the Effective Time, serve as the officers of the
Surviving Corporation at the pleasure of the Board of Directors of the Surviving
Corporation.
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CUSIP No. 855 156 105 Page 5 of 11 Pages
The Merger was submitted to the respective shareholders of EFCC and
Star for their approval at a special meeting of shareholders, both of which were
held on September 5, 1997. The Merger was approved at the respective
shareholders meetings. The Merger resulted in Star beneficially owning all of
the outstanding shares of EFCC Common Stock. Star voted the shares of EFCC
Common Stock over which it had voting power in favor of the Merger and in favor
of the other transactions contemplated by the Merger Agreement.
Concurrently with and in order to induce Star and Merger Sub to
enter into the Merger Agreement, Coss Holding Corp., a New York corporation
("Coss"), and Arbor Home Healthcare Holdings, LLC, a limited liability company
formed under the laws of New York ("Arbor" and collectively with Coss, the
"Shareholders"), shareholders of EFCC and Mr. Ivan Kaufman, an individual having
voting control of the shares of EFCC owned by the Shareholders ("Kaufman"), and
Gary Melius, as voting trustee, as to the shares of Issuer Common Stock owned by
Coss (the "Voting Trustee"), under that certain Voting Trust Agreement, dated as
of June 20, 1996 by and between the Issuer, Coss and Arbor and the Voting
Trustee and Kaufman entered into a shareholders agreement pursuant to which the
Shareholders and the Voting Trustee agreed to vote in favor of the Merger and
the Merger Agreement and in respect of other matters. Concurrent with the
execution of the EFCC Shareholders Agreement and the Merger Agreement, the
Shareholders and the Voting Trustee executed an irrevocable proxy whereby the
Board of Directors of Star was granted the power to vote the Issuer Common Stock
to be issued to the respective Shareholders as a part of the Merger
Consideration (the "Irrevocable Proxies"). At the Effective Time, Coss became
the beneficial owner of 330,305 shares of Issuer Common Stock and Arbor became
the beneficial owner of 336,791 shares of Issuer Common Stock.
The preceding summary of certain provisions of the Merger Agreement,
the EFCC Shareholders Agreement and the Irrevocable Proxy is not intended to be
complete and is qualified in its entirety by reference to the full text of such
agreements, copies of which are filed as Exhibits 1, 2 and 3 hereto, and which
are incorporated herein by reference.
Other than as described above, Star has no plans or proposals that
relate to or would result in any of the actions described in subparagraphs (a)
through (j) of Item 4 of Schedule 13D (although subject to the provisions of the
Merger Agreement Star reserves the right to develop such plans).
ITEM 5. INTEREST IN SECURITY OF THE ISSUER.
(a) & (b) As of September 9, 1997, under the definition of
"beneficial ownership" as set forth in Rule 13d-3 under the Exchange Act, Star
may be deemed to beneficially own 667,096 shares of the Issuer Common Stock
presently outstanding and subject to the Shareholders Agreement and the
Irrevocable Proxy, constituting in the aggregate approximately 12.76% of the
outstanding shares of Issuer Common Stock.
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CUSIP No. 855 156 105 Page 6 of 11 Pages
Pursuant to the Irrevocable Proxy, the Shareholders and the Voting
Trustee agreed that, at every meeting of the shareholders of Star called, and at
every adjournment or postponement thereof, and on every action or approval by
written consent of the shareholders of Star, the Board of Directors of Star have
the full power to vote the shares of Issuer Common Stock subject to the
Irrevocable Proxy beneficially owned (as such term is defined in Rule 13d-3
under the Exchange Act) by the Shareholders and the Voting Trustee or any
additional shares of Issuer Common Stock acquired by it or him.
(c) Except as set forth in this Item 5, to the best knowledge of
Star, Star has not, and no directors or executive officers of Star and no other
person described in Item 2 hereof has beneficial ownership of, or has engaged in
any transaction during the past 60 days in, any shares of Issuer Common Stock.
(d) Neither Star nor any of its designees has any right to receive or
the power to direct the receipt of dividends from, or the proceeds from the sale
of, the shares of Issuer Common Stock which are subject to the Irrevocable
Proxy.
(e) Not applicable.
Item 6. Contracts, Arrangements, Understandings or Relationships With Respect
to Securities of the Issuer.
Except as set forth in this Schedule 13D, to the best knowledge of
Star, there are no other contracts, arrangements, understandings or
relationships (legal or otherwise) among the persons named in Item 2 and between
such persons and any person with respect to any securities of the Issuer,
including, but not limited to, transfer or voting of any of the securities of
the Issuer, joint ventures, loan or option arrangements, puts or calls,
guarantees of profits, division of profits or loss, or the giving or withholding
of proxies, or a pledge or otherwise subject to a contingency, the occurrence of
which would give another person voting power or investment power over the
securities of the Issuer.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS.
Exhibit No. Description of Exhibit
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1. Agreement and Plan of Merger among Star Multi Care
Services, Inc., a New York corporation, EFCC Acquisition
Corp. a New York corporation and a wholly-owned subsidiary
of Star and Extended Family Care Corporation, a New York
corporation ("EFCC"), dated as of January 3, 1997.
2. EFCC Shareholders Agreement, dated as of January 3, 1997
between Star Multi Care Services, Inc., a New York
corporation, Coss Holding Corp., a New York
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CUSIP No. 855 156 105 Page 7 of 11 Pages
corporation ("Coss"), Arbor Home Healthcare Holdings, LLC,
a limited liability company formed under the laws of New
York ("Arbor" and collectively with Coss, the
"Shareholders") and Mr. Ivan Kaufman, an individual having
voting control of the share, of EFCC stock owned by the
Shareholders and Gary Melius, as Voting Trustee under a
Voting Trust under that certain Voting Trust Agreement
dated as of June 20, 1996 between the Issue, Coss, Arbor
and the Voting Trust. (Included as Exhibit D to the Merger
Agreement filed as Exhibit 1 to this Schedule 13D).
3. Irrevocable Proxy from Coss Holding Corp., a New York
corporation ("Coss"), Arbor Home Healthcare Holdings, LLC,
a limited liability company formed under the laws of New
York and Gary Melius, as voting trustee, as to the shares
of Issuer Common Stock owned by Coss, to the Board of
Directors of Star Multi Care Services, Inc., a New York
corporation, dated September 9, 1997. (Included as Annex C
to the EFCC Shareholders Agreement filed as Exhibit 2 to
this Schedule 13D).
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CUSIP No. 855 156 105 Page 8 of 11 Pages
SIGNATURE
After reasonable inquiry and to the best of my knowledge and belief,
I certify that the information set forth in this Schedule 13D is true, complete
and correct.
STAR MULTI CARE SERVICES, INC.
BY: /s/ William Fellerman
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NAME: William Fellerman
TITLE: Chief Financial Officer
DATED: September 18, 1997
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CUSIP No. 855 156 105 Page 9 of 11 Pages
SCHEDULE A
Board of Directors and Executive Officers of
Star Multi Care Services, Inc.
The directors and executive officers of Star Multi Care Services,
Inc. are identified in the table below. Directors of Star Multi Care Services,
Inc. are indicated by an asterisk.
Name
Business Address
Citizenship
Principal Occupation
Address of Principal Occupation
1.* Stephen Sternbach
c/o Star Multi Care Services, Inc.
33 Walt Whitman Road
Huntington Station, NY 11746
United States
Chairman of the Board of Directors,
President and Chief Executive Officer of Star
2.* William Fellerman
c/o Star Multi Care Services, Inc.
33 Walt Whitman Road
Huntington Station, NY 11746
United States
Chief Financial Officer, Secretary
and Treasurer of Star
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CUSIP No. 855 156 105 Page 10 of 11 Pages
3.* Charles Berdan
281 Potomac Drive
Basking Ridge, NJ 07920
United States
Sales Executive for Automatic Data
Processing, Inc.
Dayton, NJ
4.* John P. Innes II
8 Breckenridge Lane
Savannah, GA 31411
United States
Special counsel to Value Jet Airlines
Savannah, GA
5.* Matthew Solof
33 Fairbanks Boulevard
Woodbury, NY 11797
United States
President and Chief Executive Officer
of AMI Group (a real estate development and
acquisition company) Merrick, New York and
President and Chief Executive Officer of
Mercantile Mortgage Association (a mortgage
lending company) Merrick, New York
6.* Melvin L. Katten
1480 Tower Road
Winnetka, IL 60093
United States
Senior Partner, Katten, Muchin & Zavis (a law firm)
Chicago, Illinois
7.* Gary L. Weinberger
38 Clayton Drive
Dix Hills, NY 11746
United States
Private Practice of Orthodontics
and private consultant on financial
planning and management
Plainview, NY
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CUSIP No. 855 156 105 Page 11 of 11 Pages
EXHIBIT INDEX
Exhibit No. Description of Exhibit
1. Agreement and Plan of Merger, as amended, among Star Multi
Care Services, Inc., a New York corporation, EFCC
Acquisition Corp. a New York corporation and a
wholly-owned subsidiary of Star and Extended Family Care
Corporation, a New York corporation, dated as of January
3, 1997. Incorporated by reference to Exhibits 2(a) and
(b) of Star's Registration Statement on Form S-4 dated
July 29, 1997 (Registration No. 333-32171).
2. EFCC Shareholders Agreement, dated as of January 3, 1997
between Star Multi Care Services, Inc., a New York
corporation, Coss Holding Corp., a New York corporation
("Coss"), Arbor Home Healthcare Holdings, LLC, a limited
liability company formed under the laws of New York
("Arbor" and collectively with Coss, the "Shareholders")
and Mr. Ivan Kaufman, an individual having voting control
of the share, of EFCC stock owned by the Shareholders and
Gary Melius, as Voting Trustee under a Voting Trust under
that certain Voting Trust Agreement dated as of June 20,
1996 between the Issue, Coss, Arbor and the Voting Trust.
(Included as Exhibit D to the Merger Agreement filed as
Exhibit 1 to this Schedule 13D).
3. Irrevocable Proxy from Coss Holding Corp., a New York
corporation ("Coss"), Arbor Home Healthcare Holdings, LLC,
a limited liability company formed under the laws of New
York and Gary Melius, as voting trustee, as to the shares
of Issuer Common Stock owned by Coss, to the Board of
Directors of Star Multi Care Services, Inc., a New York
corporation, dated September 9, 1997. (Included as Annex C
to the EFCC Shareholders Agreement filed as Exhibit 2 to
this Schedule 13D).
