SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
(Amendment No. )*
TECHSYS, INC.
f/k/a CONTINENTAL CHOICE CARE, INC.
-----------------------------------
(Name of Issuer)
Common Stock, No Par Value
------------------------------
(Title of Class of Securities)
87873J
------
(CUSIP Number)
Steven H. Scheinman, Esq.
Akin, Gump, Strauss, Hauer & Feld, L.L.P.
590 Madison Avenue
New York, New York 10022
(212) 872-1000
---------------------------------------------------------------------------
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
August 21, 2000
-------------------------------
(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 that is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the following box
[__].
Note. Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-7(b) 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 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).
Continued on following page(s)
Page 1 of 75 Pages
Exhibit Index: Page 12
<PAGE>
CUSIP No. 87873J Page 2 of 75 Pages
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LAZAR & COMPANY I.G., LLC
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
WC, 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
New York
7 Sole Voting Power
200,000/1/
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 200,000/1/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,000/1/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.5%/1/
14 Type of Reporting Person*
OO
/1/ Excludes certain shares; see Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 87873J Page 3 of 75 Pages
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
LAZAR & COMPANY I.G., INC.
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
6 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Delaware
7 Sole Voting Power
200,000/2/
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 200,000/2/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,000/2/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.5%/2/
14 Type of Reporting Person*
CO
/2/ Excludes certain shares; see Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
CUSIP No. 87873J Page 4 of 75 Pages
SCHEDULE 13D
1 Name of Reporting Person
S.S. or I.R.S. Identification No. of Above Person
SHLOMO LAZAR
2 Check the Appropriate Box If a Member of a Group*
a. [ ]
b. [X]
3 SEC Use Only
4 Source of Funds*
AF
5 Check Box If Disclosure of Legal Proceedings Is Required Pursuant
to Items 2(d) or 2(e) [ ]
6 Citizenship or Place of Organization
Canada
7 Sole Voting Power
200,000/3/
Number of
Shares
Beneficially 8 Shared Voting Power
Owned By 0
Each
Reporting 9 Sole Dispositive Power
Person 200,000/3/
With
10 Shared Dispositive Power
0
11 Aggregate Amount Beneficially Owned by Each Reporting Person
200,000/3/
12 Check Box If the Aggregate Amount in Row (11) Excludes Certain Shares*
[ ]
13 Percent of Class Represented By Amount in Row (11)
5.5%/3/
14 Type of Reporting Person*
IN
/3/ Excludes certain shares; see Item 5.
*SEE INSTRUCTIONS BEFORE FILLING OUT!
<PAGE>
Page 5 of 75 Pages
This Statement on Schedule 13D relates to shares of Common
Stock, no par value per share (the "Shares"), of TechSys, Inc., f/k/a
Continental Choice Care, Inc. (the "Issuer"). This Statement is being filed by
the Reporting Persons (as defined herein) to report the recent acquisition of
Shares of the Issuer, as a result of which the Reporting Persons may be deemed
to be the beneficial owners of more than five percent of the outstanding Shares
of the Issuer.
Item 1. Security and Issuer.
This Statement relates to the Shares. The address of the
principal executive office of the Issuer is 44 Aspen Drive, Livingston, New
Jersey 07039.
Item 2. Identity and Background.
This Statement is being filed on behalf of Lazar & Company
I.G. LLC ("Lazar LLC"), the Managing Member of Lazar LLC, Lazar & Company I.G.,
Inc. ("Lazar Inc.") and the Chief Executive Officer and owner of Lazar Inc.,
Shlomo Lazar (Lazar LLC, Lazar Inc. and Shlomo Lazar together, the "Reporting
Persons").
The Reporting Persons
Lazar LLC is a limited liability company organized under the
laws of the State of New York. The principal business of Lazar LLC is merchant
banking. The address of the principal business offices of Lazar LLC is One Penn
Plaza, 36th Floor, New York, New York 10119. Current information concerning the
members and officers of Lazar LLC is set forth in Annex A hereto.
Lazar Inc. is a Delaware corporation with its principal
address at One Penn Plaza, 36th Floor, New York, NY 10119. The principal
business of Lazar Inc. is investment consulting. Lazar Inc. is the Managing
Member of Lazar LLC. As such, Lazar Inc. is vested with investment discretion
over the Shares held for the accounts of Lazar LLC. As a result, Lazar Inc. may
be deemed the beneficial owner of the Shares held for the accounts of Lazar LLC.
Current information concerning the officers and directors of Lazar Inc. is set
forth in Annex A hereto.
Mr. Lazar is a citizen of Canada. The principal occupation of
Mr. Lazar is serving as Chief Executive Officer and owner of Lazar Inc., which
is carried out at Lazar Inc.'s principal address. Mr. Lazar, as the Chief
Executive Officer and owner of Lazar Inc., is vested with investment discretion
over the Shares held for the accounts of Lazar Inc. and Lazar LLC. As a result,
Mr. Lazar may be deemed the beneficial owner of the Shares held for the account
of Lazar LLC.
During the past five years, none of the Reporting Persons, to
the best of the Reporting Persons' knowledge has been (a) convicted in a
criminal proceeding or (b) a party to any civil proceeding as a result of which
it or he has been 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.
<PAGE>
Page 6 of 75 Pages
Item 3. Source and Amount of Funds or Other Consideration.
The consideration for the Shares reported herein as being
acquired in the last 60 days consists of $1,100,000. The purchase price was
allocated $750,000 for 200,000 Shares and $350,000 for a warrant to purchase an
additional 6,800,000 Shares. Lazar paid the purchase price of the Shares and the
Warrant to the issuer by delivering to the Company (a) $50,000 in cash and (b) a
7% Secured Promissory Note, due August 21, 2003, in the principal amount of
$1,050,000 (the "Note"). The Note was issued by the Issuer to Lazar LLC in
connection with Lazar LLC's purchase of the Shares and the Warrant. The
obligations of Lazar LLC under the Note are secured by a Pledge Agreement
pursuant to which Lazar LLC pledged 200,000 Shares and 840,000 shares of common
stock of Tutor 2000 Incorporated, a corporation in which Lazar LLC owns the
majority of the shares.
Item 4. Purpose of Transaction.
All of the securities reported herein as having been acquired
for the account of Lazar LLC were acquired for investment purposes, and except
as set forth in Item 6 and incorporated herein by reference, the Reporting
Persons do not have any plans or proposals that relate to or would result in any
of the transactions described in subparagraphs (a) through (j) of Item 4 of
Schedule 13D.
The Reporting Persons reserve the right to acquire, or cause
to be acquired, additional securities of the Issuer, to dispose of, or cause to
be disposed, such securities at any time or to formulate other purposes, plans
or proposals regarding the Issuer or any of its securities, to the extent deemed
advisable in light of general investment and trading policies of the Reporting
Persons, market conditions or other factors.
Item 5. Interest in Securities of the Issuer.
(a) Each of the Reporting Persons may be deemed the beneficial
owner of 200,000 Shares (approximately 5.5% of the total number of outstanding
Shares). This number consists of 200,000 Shares held for the account of Lazar
LLC. This number excludes an aggregate of 6,800,000 warrants exercisable into
6,800,000 Shares, of which 850,000 Shares are currently exercisable.
(b) Each of the Reporting Persons may be deemed to have the
sole power to direct the voting and disposition of the 200,000 Shares.
(c) Except for the transactions described in Items 4 and 6
hereto, there have been no transactions effected with respect securities of the
Issuer since July 1, 2000 (60 days prior to the date hereof) by the Reporting
Persons.
(d) The members of Lazar LLC have the right to participate in
the receipt of dividends from, or proceeds from the sale of the securities held
for the account of Lazar LLC.
(e) Not applicable.
<PAGE>
Page 7 of 75 Pages
Item 6. Contracts, Arrangements, Understandings or Relationships with Respect to
Securities of the Issuer.
On June 7, 2000, Lazar LLC entered into a Purchase Agreement
(the "Purchase Agreement") with the Issuer (a copy of which is attached hereto
as Exhibit B and incorporated herein by reference in response to this Item 6)
pursuant to which Lazar LLC purchased 200,000 Shares and a warrant (the
"Warrant") to purchase an additional 6,800,000 Shares (the "Warrant Shares") for
an aggregate purchase price of $1,050,000.
Pursuant to Section 4.2 of the Purchase Agreement, Lazar LLC
has the right to require the Issuer to increase the size of its Board of
Directors and, of the vacancies created, fill two vacancies with two persons
selected by the Purchaser to serve until its next annual meeting of shareholders
for the election of directors. For the duration of the Warrant, Lazar LLC has
the right to require the Issuer to include among nominees for each annual
meeting for the election of directors, two directors selected by Lazar LLC.
Currently, Lazar LLC has chosen not to exercise this right.
Pursuant to Section 4.10 of the Purchase Agreement, the Issuer
agreed to file a "Shelf" registration statement on Form S-3, pursuant to the
Securities Act of 1933, as amended (the "Securities Act") for the Registration
Period defined therein, the Issuer is required to use its best efforts to keep
such registration statement continuously effective under the Securities Act.
Pursuant to Section 4.11 of the Purchase Agreement, so long as
the Warrant is outstanding or so long as Lazar LLC holds at least 25% of the
then outstanding Shares of the issuer, the Issuer is prohibited from taking
certain actions set forth therein without the prior written consent of Lazar
LLC.
Pursuant to Section 4.13 of the Purchase Agreement, Lazar LLC
has certain preemptive rights in instances where the Issuer issues any new
Shares, or securities convertible into or exercisable for Shares, at any time
until the Warrant has expired or at such time Lazar LLC no longer holds at least
25% of the then outstanding Shares.
The foregoing description of the Purchase Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Purchase Agreement (attached as Exhibit B to this Statement), which is
incorporated herein by reference.
On August 21, 2000, the Issuer issued the Warrant to Lazar LLC
(a copy of which is attached hereto as Exhibit C and incorporated herein by
reference in response to this Item 6) pursuant to which Lazar LLC has the right
to purchase Warrant Shares at an exercise price of $3.00 per Share, subject to
certain vesting requirements.
Pursuant to Section 1 of the Warrant, the right to purchase
the Warrant Shares vests in five portions based on the Market Capitalization (as
defined in the Warrant) reaching certain targets. The first two portions are in
the amount of 850,000 Shares and the third, fourth and fifth portions are in the
amount of 1,700,000 Shares. Lazar LLC may opt to pay the exercise price of the
Warrant with Shares Lazar LLC already owns or with a note.
<PAGE>
Page 8 of 75 Pages
Pursuant to Section 2 of the Warrant, the Warrant shall expire
on August 20, 2003, provided that at the election of Lazar LLC, the expiration
date may be extended for two additional one year terms upon payment of
$1,000,000 by Lazar LLC for each extension so chosen.
The foregoing description of the Warrant does not purport to
be complete and is qualified in its entirety by reference to the Warrant
(attached as Exhibit C to this Statement), which is incorporated herein by
reference.
On August 21, 2000, the Lazar LLC issued the Note to the
Issuer (a copy of which is attached hereto as Exhibit D and incorporated herein
by reference in response to this Item 6). Lazar LLC may, at any time and from
time to time, without premium or penalty, prepay all or a portion of the unpaid
principal amount of the Note, together with unpaid accrued interest on the
amount so prepaid, to be applied first to the expenses of the Issuer under the
Note, then to interest, and finally to the principal amount of the Note.
The foregoing description of the Note does not purport to be
complete and is qualified in its entirety by reference to the Note (attached as
Exhibit D to this Statement), which is incorporated herein by reference.
On August 21, 2000, Lazar LLC entered into a Pledge Agreement
(the "Pledge Agreement") with the Issuer (a copy of which is attached hereto as
Exhibit E and incorporated herein by reference in response to this Item 6)
pursuant to which Lazar LLC pledges 200,000 Shares of the issuer and 840,000
shares of the common stock of Tutor 2000 Incorporated (together the "Pledged
Securities") for purposes of securing the Note.
Pursuant to Sections 1.3 and 1.4 of the Pledge Agreement,
Lazar LLC retains the right to exercise all voting powers and receive any
ordinary cash dividends(which shall be applied to payment of any outstanding
amounts under the Note) pertaining to the Pledged Securities.
Pursuant to Section 3.1 of the Pledge Agreement, so long as
Lazar LLC's obligations remain outstanding, Lazar LLC is prohibited from
selling, assigning or otherwise transferring or disposing of any of the Pledged
Securities, or assuming, creating, incurring or permitting to exist any
mortgage, lien, pledge, charge, security interest or other encumbrance in
respect of any of the Pledged Securities.
Pursuant to Section 5.4 of the Pledge Agreement, upon the
payment and satisfaction in full of Lazar LLC's obligations pursuant to the Note
and the Pledge Agreement, the Issuer will release all of the Pledged Securities
and reassign to Lazar LLC such Pledged Securities
The foregoing description of the Pledge Agreement does not
purport to be complete and is qualified in its entirety by reference to the
Pledge Agreement (attached as Exhibit E to this Statement), which is
incorporated herein by reference.
<PAGE>
Page 9 of 75 Pages
From time to time, each of the Reporting Persons may lend
portfolio securities to brokers, banks or other financial institutions. These
loans typically obligate the borrower to return the securities, or an equal
amount of securities of the same class, to the lender and typically provide that
the borrower is entitled to exercise voting rights and to retain dividends
during the term of the loan. From time to time, to the extent permitted by
applicable laws, each of the Reporting Persons may borrow securities, including
the Shares, for the purpose of effecting, and may effect, short sale
transactions, and may purchase securities for the purpose of closing out short
positions in such securities.
Except as described above, the Reporting Persons do not have
any contracts, arrangements, understandings or relationships with respect to any
securities of the Issuer.
Item 7. Material to be filed as Exhibits.
A. Joint Filing Agreement, dated August 30, 2000 by and among Lazar
LLC, Lazar Inc. and Shlomo Lazar.
B. Purchase Agreement, dated June 7, 2000 between Lazar LLC and the
Issuer
C. Warrant, dated August 21, 2000 granted by the Issuer to Lazar LLC
D. 7% Promissory Note, dated August 21, 2000, from Lazar LLC to the
Issuer
E. Pledge Agreement, dated August 21, 2000 between Lazar LLC and the
Issuer
<PAGE>
Page 10 of 75 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief,
the undersigned certifies that the information set forth in this Statement is
true, complete and correct.
Date: August 30, 2000
LAZAR & COMPANY I.G., LLC
By: LAZAR & COMPANY I.G., INC.
Title: Managing Partner
By: /s/ Shlomo Lazar
--------------------------------
Name: Shlomo Lazar
Title: Chief Executive Officer
<PAGE>
Page 11 of 75 Pages
ANNEX A
Members and Officers of Lazar & Company I.G., LLC
Name/Title/Citizenship Principal Occupation Business Address
--------------------- -------------------- ----------------
Lazar & Company I.G., Inc., Investment consulting One Penn Plaza,
Managing Member 36th Floor,
(Delaware) New York, NY
10119
Rosalind Davidowitz Passive investor One Penn Plaza,
Member 36th Floor,
(United States) New York, NY
10119
Shlomo Lazar, Chief Executive Officer of One Penn Plaza,
Chief Executive Officer Lazar & Company I.G., Inc. 36th Floor,
(Canada) New York, NY
10119
Mark Schwartz, President of Lazar & Company One Penn Plaza,
President, Secretary I.G., LLC 36th Floor,
(United States) New York, NY
10119
Directors and Officers of Lazar & Company I.G., Inc.
Name/Title/Citizenship Principal Occupation Business Address
---------------------- -------------------- ----------------
Shlomo Lazar, Chief Executive Officer of One Penn Plaza,
Director, President, Chief Lazar & Company I.G., Inc. 36th Floor,
Executive Officer New York, NY
(Canada) 10119
Zehavit Lazar Certified Public Accountant One Penn Plaza,
Secretary 36th Floor,
(United States) New York, NY
10119
<PAGE>
Page 12 of 75 Pages
EXHIBIT INDEX
Page No.
--------
A. Joint Filing Agreement, dated August 30, 2000, by and among Lazar &
Company I.G., LLC, Lazar & Company I.G., Inc. and Shlomo Lazar. 13
B. Purchase Agreement, dated June 7, 2000, between Lazar & Company
I.G., LLC and Continental Choice Care, Inc. 14
C. Warrant, dated August 21, 2000, issued by Continental Choice Care,
Inc. to Lazar & Company I.G., LLC 43
D. 7% Promissory Note, dated August 21, 2000, from Lazar & Company
I.G., LLC to Continental Choice Care, Inc. 55
E. Pledge Agreement, dated August 21, 2000, between Lazar & Company
I.G., LLC and Continental Choice Care, Inc. 62
