<PAGE>
As filed with the Securities and Exchange Commission on May 16, 2000
Registration No. 333-79847
- --------------------------------------------------------------------------------
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 5
TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
STAR MULTI CARE SERVICES, INC.
------------------------------
(Exact name of registrant as specified in its charter)
New York 11-1975534
- ---------------------- --------------
(State or other jurisdiction of (I.R.S. Employer
Incorporation or organization) Identification No.)
33 Walt Whitman Road, Suite 302
Huntington Station, NY 11746
(516) 423-6689
----------------------------------------
(Address, including zip code, and telephone number,
Including area code, of registrant's principal executive offices)
Stephen Sternbach
Star Multi Care Services, Inc.
33 Walt Whitman Road
Suite 302
Huntington Station, NY 11746
(516) 423-6689
----------------------------------------------------------
(Name, address, including zip code, and telephone number,
Including area code, of agent for service)
Copy to:
Lawrence A. Muenz, Esq.
Muenz & Meritz, P.C.
Three Hughes Place
Dix Hills, NY 11746
(631) 242-7384
Approximate date of commencement of proposed sale to public: As soon as
practicable after the effective date of this Registration Statement.
If the only securities on this Form are being offered pursuant to
dividend or interest reinvestment plans, please check the following box. /_/
If any of the securities being registered on this Form are to be
offered on a delayed or continuous basis pursuant to Rule 415 under the
Securities Act of 1933, other than securities offered only in connection with
dividend or interest reinvestment plans, check the following box. /X/
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. /_/
If this Form is a post-effective amendment filed pursuant to Rule
462(c) under the Securities Act, check the following box and list the Securities
Act registration statement number of the earlier effective registration
statement for the same offering. /_/ __________
<PAGE>
If delivery of the prospectus is expected to be made pursuant to Rule
434, please check the following box. /_/
<PAGE>
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- --------------------------------------------- ------------------- ---------------- ------------------- ----------------
Proposed
Title of Each Class Amount to be Maximum Proposed Maximum Amount of
of Securities to be Registered Registered Offering Price Aggregate Registration
per Share Offering Price Fee
- --------------------------------------------- ------------------- ---------------- ------------------- ----------------
<S> <C> <C> <C> <C>
Common Stock, $.001 par value per share. 398,268 (2) $2.0625 (6) $821,428.00 $228.00 (8)
- --------------------------------------------- ------------------- ---------------- ------------------- ----------------
Common Stock, $.001 par value per share. 16, 667 (3) $5.175 (6) $86,250.00 $24.00 (8)
- --------------------------------------------- ------------------- ---------------- ------------------- ----------------
Common Stock, $.001 par value per share. 5,487 (4) $2.0625 (6) $11,317 $3.00 (8)
- --------------------------------------------- ------------------- ---------------- ------------------- ----------------
Common Stock, $.001 par value per share. 9,200 (5) $6.50 (6) $59,800 $15.00 (8)
- --------------------------------------------------------------------------------------------------------- ----------------
Total Registration Fee.................. $270.00
- --------------------------------------------------------------------------------------------------------- ----------------
</TABLE>
(1) Represents the shares of common stock being registered for resale by the
selling stockholders.
(2) Includes 398,268 shares of common stock issuable upon conversion of 575
shares of Series A 8% Preferred Stock. The number of shares of common stock
indicated to be issuable in connection with such transaction and offered
for resale hereby was included in our initial filing of this registration
statement on June 2, 1999 and at that time was an estimate and was, based
on a registration rights agreement among us and one of the selling
stockholders, the number of shares that would be issuable upon conversion
of 575 shares of Series A 8% Preferred Stock at a price of $2.0625 per
share. This presentation was not intended to constitute a prediction as to
the future market price of the common stock or as to the number of shares
of common stock into which the Series A 8% Preferred Stock would be
converted.
(3) Pursuant to a registration rights agreement among us and the selling
stockholders, the number of shares represents the number of shares which
would be issuable upon exercise of warrants to purchase 16,667 shares of
common stock at 115% of the closing bid price on April 30, 1999 ($3.750),
after giving effect to a one-for three reverse stock split. This
presentation is not intended to constitute a prediction as to the future
market price of the common stock or as to the number of shares of common
stock issuable upon exercise of the warrants. See "Risk Factors --
Dilution"; and "Description of Securities."
(4) Common stock shares issued in lieu of the quarterly cash dividend payable
to the holder of the 575 shares of Series A 8% Convertible Preferred Stock
for the quarters ended June 30, 1999 and September 30, 1999.
(5) Common stock shares issued in lieu of the quarterly cash dividend payable
to the holder of the 575 shares of Series A 8% Convertible Preferred Stock
for the quarter ended December 31, 1999.
(6) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(c) and (g) of the Securities Act of 1933, as
amended (the "Securities Act");
(7) Estimated solely for the purpose of calculating the registration fee
pursuant to Rule 457(g) of the Securities Act, based on the higher of (a)
the exercise price of the warrants or (b) the offering price of securities
of the same class included in this registration statement.
(8) Paid with the original filing of the registration statement.
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall file
a further amendment which specifically states that this Registration Statement
shall thereafter become effective in accordance with Section 8(a) of the
Securities Act of 1933 or until this Registration Statement shall become
effective on such date as the Commission, acting pursuant to Section 8(a), may
determine.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 14. OTHER EXPENSES OF ISSUANCE AND DISTRIBUTION.
The following table sets forth the various expenses, which
will be paid by us in connection with the issuance and distribution of
the securities being registered on this registration statement. The
selling stockholders will not incur any of the expenses set forth
below. All amounts shown are estimates.
<TABLE>
<CAPTION>
<S> <C>
Filing fee for registration statement................................... $255.00
Legal fees and expenses................................................. $10,000.00
Accounting expenses..................................................... $2,000.00
Printing and Publications ............................................. $500.00
-------
Total................................................................... $ 12,755.00
==============
</TABLE>
ITEM 15. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
Under the New York State Business Corporation Law, indemnification of
directors and officers may be provided to whatever extent shall be authorized by
a corporation's certificate of incorporation or a by-law or vote adopted by the
shareholders. However, the New York State Business Corporation Law does not
permit indemnification with respect to any matter as to which the director or
officer has been adjudicated not to have acted in good faith in the reasonable
belief that his action was in the best interest of the corporation. The New York
State Business Corporation Law provides that no indemnification of directors in
shareholder derivative suits may be made in respect of (i) a threatened action,
or a pending action which is settled or otherwise disposed of, or (ii) any
claim, issue or matter as to which the director or officer has been adjudged to
be liable to the corporation, unless and only to the extent that the court in
which the action was brought or, if no action is brought, any court of competent
jurisdiction, determines upon application that, in view of the circumstances of
the case, the director or officer is fairly and reasonably entitled to indemnity
for such portion of the settlement amount and expenses as the court deems
proper. The statutory provisions for indemnification and advancement of expenses
are not exclusive of any other rights to which those seeking indemnification or
advancement of expenses may be entitled independently of the applicable
statutory provision. The Star By-laws currently provide for indemnification of
directors and officers and advancement of indemnified expenses to the full
extent now or hereafter permitted by the New York State Business Corporation
Law.
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to officers, directors or persons controlling the Company
pursuant to the foregoing provisions, the Company has been informed that, in the
opinion of the Securities and Exchange Commission, such indemnification is
against public policy as expressed in the Act and is therefore unenforceable.
II-1
<PAGE>
ITEM 16. EXHIBITS.
<TABLE>
<CAPTION>
NUMBER DESCRIPTION OF EXHIBIT
<S> <C>
2. (a) Agreement and Plan of Merger Among Star Multi Care Services, Inc., EFCC
Acquisition Corp. and EXTENDED FAMILY CARE CORPORATION, dated as of January 3,
1997. Incorporated by reference to Exhibit 2(a) to the Company's
Registration Statement on Form S-4 dated July 29, 1997 (Registration No.
333-32171).
(b) First Amendment to Agreement and Plan of Merger among the Company, EFCC
Acquisition Corp. and Extended Family Care Corporation, dated as of April 6,
1997. Incorporated by reference to Exhibit 2(a) to the Company's Registration
Statement on Form S-4 dated July 29, 1997 (Registration No. 333-32171).
3. (a) * The Company's Certificate of Incorporation filed April 25, 1961.
(b) * The Company's Certificate of Amendment to Certificate of Incorporation filed
February 22, 1989.
(c) The Company's Certificate of Amendment to Certificate of Incorporation filed
December 4, 1990.
(d) The Company's Certificate of Amendment to Certificate of Incorporation filed
February 3, 1994. (Incorporated by reference to Exhibit 3 (d) to the Company's
Annual Report on Form 10-KSB for the fiscal year ended May 31, 1994.)
(e) The Company's Certificate of Change filed March 2, 1995. (Incorporated by
reference to Exhibit 3(e) to the Company's Annual Report on Form 10-KSB for the
fiscal year ended May 31, 1995.)
(f) The Company's By-Laws, as amended on November 18, 1992 and September 13, 1993.
(Incorporated by reference to Exhibit 3 (e) to the Company's Annual Report on
Form 10-KSB for the fiscal year ended May 31, 1994.)
(g) Amendment to the Certificate of Incorporation filed on April 28, 1999.
Amendment to the Certificate of Incorporation filed with the Secretary of State
of New York State on December 27, 1999 filed herein.
(h) Amendment to the Certificate of Incorporation filed February 14, 2000.
4.1 Registration Rights Agreement between the Company and the Shaar Fund
Ltd. dated April 26, 1999.
5.1 Legal opinion of Muenz & Meritz, P.C. filed herein.
9. (a) Sternbach Proxy
(b) Voting Trust Agreement dated as of June 20,
1996 by and among EFCC, Coss, Arbor, the
Voting Trustee of the Issuer and Kaufman.
10. (a) * Form of Indemnification Agreement between the Company and Stephen
Sternbach.
</TABLE>
II-2
<PAGE>
<TABLE>
<S> <C>
(b) Employment Agreement, dated as of December 3, 1995 between the Company and
Stephen Sternbach. (Incorporated by reference to Exhibit 10.(x) to the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended
February 29, 1996.)
(c) * The Company's 1991 Incentive Stock Option Plan
(d) The Company's 1992 Incentive Stock Option Plan (as amended and restated
September 13, 1993). (Incorporated by reference to Exhibit 10 (h) to the
Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1994.)
(e) Amendment No. 1 to the Company's 1992 Stock Option Plan. (Incorporated by
reference to Exhibit 10.(z) to the Company's Quarterly Report on Form 10-QSB
for the quarterly period ended February 29, 1996.)
(f) The Company's Employee Stock Purchase Plan, as amended on December 15, 1995.
(Incorporated by reference to Exhibit 10.(y) to the Company's Quarterly Report
on Form 10-QSB for the quarterly period ended February 26, 1996.)
(g) Form of Incentive Stock Option Contract (Incorporated by reference to Exhibit
10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1993.)
(h) * Agreement relating to purchase of the Company among Stephen Sternbach, Renee
the Company and Leonard Taubenblatt dated December 31, 1986.
(i) * New York State Department of Consumer Affairs Employment Agency License.
(j) * New York State Health Department Home Care License.
(k) * New Jersey Employment agency License.
(l) Form of Indemnification Agreement between the Company and directors and
officers. (Incorporated by reference to Exhibit 10(k) to the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992.)
(m) Asset Purchase Agreement dated as of November 1, 1991 by and among Unity Care
Services, Inc., Unity Healthcare Holding Company, Inc. and the Company.
(Incorporated by reference to Exhibit 10 (l) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1992.)
(n) Asset Purchase Agreement dated January 30, 1992 by and among Unity Healthcare
Holding Company, Inc., Unity Care Services, Inc. and the Company.
(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated May 26, 1992.)
(o) Asset Purchase Agreement dated January 30, 1992 by and between Unity Home Care
of Florida, Inc. and the Company. (Incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated May 26, 1992.)
(p) Employment Agreement dated February 15, 1990, between Alan Spector and the
Company, as assignee of Unity Home Care of
</TABLE>
II-3
<PAGE>
<TABLE>
<S> <C>
Florida, Inc. (Incorporated by reference to Exhibit 10(o) to the Company's
Annual Report on Form 10-K for the fiscal year ended May 31, 1992.)
(q) Asset Purchase Agreement dated November 8, 1993 by and between DSI Health Care
Services, Inc. and Star Multi Care Services of Long Island, Inc., a wholly
owned subsidiary of the Company. (Incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K dated November 22, 1993.)
(r) Asset Purchase Agreement dated as of January 6, 1995, as amended, by and
between Long Island Nursing Registry, Inc. and the Company. (Incorporated by
reference to Exhibit 21 to the Company's Current Report on Form 8-K dated May
19, 1995.)
(s) Employment Agreement dated May 19, 1995 by and between the Company and Gregory
Turchan. (Incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K dated May 19, 1995.)
(t) Loan Agreement dated November 1, 1995 by and between the Company and Chase
Manhattan Bank, N.A. (Incorporated by reference to Exhibit 10.(w) to the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended
November 30, 1995.)
(u) Lease dated December 7, 1998 between Lighthouse Hicksville Limited Partnership,
a New York limited partnership, and Star Multi Care Services, Inc., a Delaware
corporation, for the Company's office space in Hicksville incorporated to the
Company's Form 10-Q for period ended November 30, 1998 as Exhibit 10.1 therein.
(v) Securities Purchase Agreement between the Company and the Shaar Fund, Ltd.
dated April 26, 1999 filed as Exhibit 10(v) in Form S-3/Amendment 2 filed
December 14, 1999 filed as Exhibit 10(w) in Form S-3/Amendment 2 filed December
14, 1999.
(w) Common Stock Purchase Warrant issued to the Shaar Fund, Ltd pursuant to the
Securities Purchase Agreement between the Company and the Shaar Fund, Ltd.
dated April 26, 1999
(x) WAIVER AND AMENDMENT dated as of September 13, 1999 to the Receivables Purchase
and Transfer Agreement, dated November 9, 1998, by and among Star Multi Care
Services, Inc., each of the parties named on Schedule I thereto (each,
including he Primary Servicer, a "Provider" and, collectively, the "Providers")
and SMCS Care, LLC, and to the Loan and Security Agreement, dated as of
November 9, 1998 between the SMCS Care, LLC and Daiwa Healthco-3 LLC
incorporated by reference to the Company's Form 10-Q for period ended November
30, 1999 as Exhibit 10.1 therein.
16. (a) Letter dated April 25, 1995, as amended, from Deloitte & Touche LLP to the
Securities and Exchange Commission. (Incorporated by reference to EFCC's
Current Report on Form 8-K/A dated March 21, 1995.)
</TABLE>
II-4
<PAGE>
<TABLE>
<S> <C>
21. List of subsidiaries.
23. (a) Consent of Holtz Rubenstein & Co., LLP. filed herein.
(b) Consent of Muenz & Meritz, P.C. included in Exhibit 5.1.
</TABLE>
- -------------------
* Incorporated by reference to the Company's Registration Statement on
Form S-18 dated May 14, 1991. (Registration No. 33-39697-NY)
II-5
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-3 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Huntington Station, the State of New York on May
16, 2000.
STAR MULTI CARE CORPORATION
By: /s/ Stephen Sternbach
-----------------------------
Stephen Sternbach
Chairman of the Board, President and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
registration statement on Form S-3 has been signed below by the following
persons in the capacities and on May 16, 2000.
<TABLE>
<CAPTION>
<S> <C>
/s/ Stephen Sternbach Chairman of the Board,
- -------------------------------------- President and Chief Executive Officer
Stephen Sternbach
/s/ John P. Innes II Director
- --------------------------------------
John P. Innes II
/s/ Matthew Solof Director
- --------------------------------------
Matthew Solof
/s/ Charles Berdan Director
- --------------------------------------
Charles Berdan
/s/ Gary L. Weinberger Director
- --------------------------------------
Gary L. Weinberger
/s/ Gregory Turchan Senior Vice President, Chief Operating Officer
- -------------------------------------- and Director
Gregory Turchan
</TABLE>
II-6
<PAGE>
SECURITIES AND
EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
-------------
EXHIBITS TO AMENDMENT NO. 5 TO
FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
-------------
STAR MULTI CARE CORPORATION
(EXACT NAME OF ISSUER AS SPECIFIED
IN ITS CHARTER)
May 16, 2000
E-1
<PAGE>
NUMBER DESCRIPTION OF EXHIBIT
<TABLE>
<CAPTION>
<S> <C>
2. (a) Agreement and Plan of Merger Among Star Multi Care Services, Inc., EFCC
Acquisition Corp. and EXTENDED FAMILY CARE CORPORATION, dated as of January 3,
1997. Incorporated by reference to Exhibit 2(a) to the Company's
Registration Statement on Form S-4 dated July 29, 1997 (Registration No.
333-32171).
(b) First Amendment to Agreement and Plan of Merger among the Company, EFCC
Acquisition Corp. and Extended Family Care Corporation, dated as of April 6,
1997. Incorporated by reference to Exhibit 2(a) to the Company's Registration
Statement on Form S-4 dated July 29, 1997 (Registration No. 333-32171).
3. (a) * The Company's Certificate of Incorporation filed April 25, 1961.
(b) * The Company's Certificate of Amendment to Certificate of Incorporation filed
February 22, 1989.
(c) The Company's Certificate of Amendment to Certificate of Incorporation filed
December 4, 1990.
(f) The Company's Certificate of Amendment to Certificate of Incorporation filed
February 3, 1994. (Incorporated by reference to Exhibit 3 (d) to the Company's
Annual Report on Form 10-KSB for the fiscal year ended May 31, 1994.)
(g) The Company's Certificate of Change filed March 2, 1995. (Incorporated by
reference to Exhibit 3(e) to the Company's Annual Report on Form 10-KSB for the
fiscal year ended May 31, 1995.)
(f) The Company's By-Laws, as amended on November 18, 1992 and September 13, 1993.
(Incorporated by reference to Exhibit 3 (e) to the Company's Annual Report on
Form 10-KSB for the fiscal year ended May 31, 1994.)
(h) Amendment to the Certificate of Incorporation filed on April 28, 1999.
Amendment to the Certificate of Incorporation filed with the Secretary of State
of New York State on December 27, 1999 filed herein.
(h) Amendment to the Certificate of Incorporation filed February 14, 2000.
4.1 Registration Rights Agreement between the Company and the Shaar Fund
Ltd. dated April 26, 1999.
5.1 Legal opinion of Muenz & Meritz, P.C. filed herein.
9. (a) Sternbach Proxy
(b) Voting Trust Agreement dated as of June 20, 1996 by and among EFCC, Coss, Arbor, the
Voting Trustee of the Issuer and Kaufman.
10. (a) * Form of Indemnification Agreement between the Company and Stephen
Sternbach.
(b) Employment Agreement, dated as of December 3, 1995 between the Company and Stephen
Sternbach. (Incorporated by reference to
</TABLE>
E-2
<PAGE>
<TABLE>
<S> <C>
Exhibit 10.(x) to the Company's Quarterly Report on Form 10-QSB for the
quarterly period ended February 29, 1996.)
(c) * The Company's 1991 Incentive Stock Option Plan
(d) The Company's 1992 Incentive Stock Option Plan (as amended and restated
September 13, 1993). (Incorporated by reference to Exhibit 10 (h) to the
Company's Annual Report on Form 10-KSB for the fiscal year ended May 31, 1994.)
(e) Amendment No. 1 to the Company's 1992 Stock Option Plan. (Incorporated by
reference to Exhibit 10.(z) to the Company's Quarterly Report on Form 10-QSB
for the quarterly period ended February 29, 1996.)
(f) The Company's Employee Stock Purchase Plan, as amended on December 15, 1995.
(Incorporated by reference to Exhibit 10.(y) to the Company's Quarterly Report
on Form 10-QSB for the quarterly period ended February 26, 1996.)
(g) Form of Incentive Stock Option Contract (Incorporated by reference to Exhibit
10(j) to the Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1993.)
(h) * Agreement relating to purchase of the Company among Stephen Sternbach, Renee
the Company and Leonard Taubenblatt dated December 31, 1986.
(i) * New York State Department of Consumer Affairs Employment Agency License.
(j) * New York State Health Department Home Care License.
(k) * New Jersey Employment agency License.
(l) Form of Indemnification Agreement between the Company and directors and
officers. (Incorporated by reference to Exhibit 10(k) to the Company's Annual
Report on Form 10-K for the fiscal year ended May 31, 1992.)
(m) Asset Purchase Agreement dated as of November 1, 1991 by and among Unity Care
Services, Inc., Unity Healthcare Holding Company, Inc. and the Company.
(Incorporated by reference to Exhibit 10 (l) to the Company's Annual Report on
Form 10-K for the fiscal year ended May 31, 1992.)
(n) Asset Purchase Agreement dated January 30, 1992 by and among Unity Healthcare
Holding Company, Inc., Unity Care Services, Inc. and the Company.
(Incorporated by reference to Exhibit 10.1 to the Company's Current Report on
Form 8-K dated May 26, 1992.)
(o) Asset Purchase Agreement dated January 30, 1992 by and between Unity Home Care
of Florida, Inc. and the Company. (Incorporated by reference to Exhibit 10.2
to the Company's Current Report on Form 8-K dated May 26, 1992.)
(p) Employment Agreement dated February 15, 1990, between Alan Spector and the
Company, as assignee of Unity Home Care of Florida, Inc. (Incorporated by
reference to Exhibit 10(o) to the
</TABLE>
E-3
<PAGE>
<TABLE>
<S> <C>
Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1992.)
(q) Asset Purchase Agreement dated November 8, 1993 by and between DSI Health Care
Services, Inc. and Star Multi Care Services of Long Island, Inc., a wholly
owned subsidiary of the Company. (Incorporated by reference to Exhibit 10.1
to the Company's Current Report on Form 8-K dated November 22, 1993.)
(r) Asset Purchase Agreement dated as of January 6, 1995, as amended, by and
between Long Island Nursing Registry, Inc. and the Company. (Incorporated by
reference to Exhibit 21 to the Company's Current Report on Form 8-K dated May
19, 1995.)
(s) Employment Agreement dated May 19, 1995 by and between the Company and Gregory
Turchan. (Incorporated by reference to Exhibit 99.1 to the Company's Current
Report on Form 8-K dated May 19, 1995.)
(t) Loan Agreement dated November 1, 1995 by and between the Company and Chase
Manhattan Bank, N.A. (Incorporated by reference to Exhibit 10.(w) to the
Company's Quarterly Report on Form 10-QSB for the quarterly period ended
November 30, 1995.)
(u) Lease dated December 7, 1998 between Lighthouse Hicksville Limited Partnership,
a New York limited partnership, and Star Multi Care Services, Inc., a Delaware
corporation, for the Company's office space in Hicksville incorporated to the
Company's Form 10-Q for period ended November 30, 1998 as Exhibit 10.1 therein.
(vi) Securities Purchase Agreement between the Company and the Shaar Fund, Ltd.
dated April 26, 1999 filed as Exhibit 10(v) in Form S-3/Amendment 2 filed
December 14, 1999 filed as Exhibit 10(w) in Form S-3/Amendment 2 filed December
14, 1999.
(w) Common Stock Purchase Warrant issued to the Shaar Fund, Ltd pursuant to the
Securities Purchase Agreement between the Company and the Shaar Fund, Ltd.
dated April 26, 1999
(x) WAIVER AND AMENDMENT dated as of September 13, 1999 to the Receivables Purchase
and Transfer Agreement, dated November 9, 1998, by and among Star Multi Care
Services, Inc., each of the parties named on Schedule I thereto (each,
including he Primary Servicer, a "Provider" and, collectively, the "Providers")
and SMCS Care, LLC, and to the Loan and Security Agreement, dated as of
November 9, 1998 between the SMCS Care, LLC and Daiwa Healthco-3 LLC
incorporated by reference to the Company's Form 10-Q for period ended November
30, 1999 as Exhibit 10.1 therein.
16. (a) Letter dated April 25, 1995, as amended, from Deloitte & Touche LLP to the
Securities and Exchange Commission. (Incorporated by reference to EFCC's
Current Report on Form 8-K/A dated March 21, 1995.)
</TABLE>
E-4
<PAGE>
<TABLE>
<S> <C>
21. List of subsidiaries.
23. (a) Consent of Holtz Rubenstein & Co., LLP. filed herein.
(b) Consent of Muenz & Meritz, P.C. included in Exhibit 5.1.
</TABLE>
- -------------------
* Incorporated by reference to the Company's Registration Statement on
Form S-18 dated May 14, 1991. (Registration No. 33-39697-NY)
E-5
<PAGE>
Exhibit 5.1
[Muenz & Meritz, P.C. letterhead]
May 15, 2000
Star Multi Care Services, Inc.
33 Walt Whitman Road
Suite 302
Huntington Station, NY 11746
Gentlemen:
You have requested our opinion, as counsel for Star Multi Care Services, Inc., a
New York corporation (the "Company"), in connection with the registration
statement on Form S-3 (No. 333-79847) (the "Registration Statement"), under the
Securities Act of 1933 (the "Act"), being filed by the Company with the
Securities and Exchange Commission.
The Registration Statement relates to the registration of 429,622 shares (the
"Registered Shares") of common stock (the "Offering"), par value $.001 (the
"Common Stock"). A total of 429,622 common stock shares are being offered by the
Selling Shareholders, including up to 16,667 of the Registered Shares may be
issued by the Company upon the exercise of certain warrants and up to 398,268 of
the Registered Shares may be issued upon the conversion of 575 shares of Series
A 8% Preferred Stock.
We have examined such records and documents and made such examinations of law,
as we have deemed relevant in connection with this opinion. It is our opinion
that when there has been compliance with the Act, the Registered Shares, when
issued, delivered, and paid for, will be fully paid, validly issued and
non-assessable.
No opinion is expressed herein as to any laws other than the laws of the State
of New York and of the United States of America.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Registration Statement. In so doing, we do not admit that we are
in the category of persons whose consent is required under Section 7 of the Act
of the rules and regulations of the Securities and Exchange Commission
promulgated thereunder.
Respectfully yours,
Muenz & Meritz, P.C.
By: /s/ Lawrence A. Muenz
---------------------
Lawrence A. Muenz
<PAGE>
Exhibit 23(a)
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-3 (No. 333-79847) of Star Multi Care Services, Inc. of our
report dated July 23, 1999 (except for Note 7, as to which the date is September
13, 1999) with respect to the consolidated financial statements of Star Multi
Care Services, Inc. included in the Annual Report on Form 10-K for the year
ended May 31, 1999, and to the reference to us under the heading "Experts" in
the Prospectus, which is part of the Registration Statement.
Holtz Rubenstein & Co., LLP
Melville, New York
May 11, 2000
