-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, EsXczOMigK8D0C90AWquLNbP4cW/lLYetA5OY0MkPDyMwExuB/G14maSHf9D/VEK Vv5Db6eHcWpWsWqJxxUfig== 0000950172-96-000438.txt : 19960729 0000950172-96-000438.hdr.sgml : 19960729 ACCESSION NUMBER: 0000950172-96-000438 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19960726 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: OPTIMUMCARE CORP /DE/ CENTRAL INDEX KEY: 0000820474 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 330218003 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-40093 FILM NUMBER: 96599516 BUSINESS ADDRESS: STREET 1: 30011 IVY GLENN DR STE 219 CITY: LAGUNA NIGUEL STATE: CA ZIP: 92677 BUSINESS PHONE: 7144951100 MAIL ADDRESS: STREET 1: 30011 IVY GLENN DR STREET 2: SUITE 210 CITY: LAGUNA MIGUEL STATE: CA ZIP: 92677 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: ARIES FINANCIAL SERVICES INC CENTRAL INDEX KEY: 0001007000 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 375 PARK AVENUE STREET 2: SUITE 1501 CITY: NEW YORK STATE: NY ZIP: 10152 BUSINESS PHONE: 2128324379 SC 13D/A 1 SCHEDULE 13D AMENDMENT NO. 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D (Amendment No. 1) Under the Securities Exchange Act of 1934 OptimumCare Corporation (Name of Issuer) Common Stock, par value $.001 per share (Title of Class of Securities) 68388V100 (CUSIP Number) Aries Financial Services, Inc David R. Walner, Esq. 375 Park Avenue, Suite 1501 New York, NY 10152 (212) 832-4340 (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) June 26 and 27, July 2, 5 and 18, 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 Statement because of Rule 13d-1(b)(3) or (4), check the following: Check the following box if a fee is being paid with this Statement: SCHEDULE 13D CUSIP NO. 68388V100 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Financial Services, Inc. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _ (b) _ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3 below) 5 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 None NUMBER OF SHARES 8 SHARED VOTING POWER BENEFICIALLY 129,500 OWNED BY EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH 10 SHARED DISPOSITIVE POWER 129,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14 TYPE OF REPORTING PERSON* CO SCHEDULE 13D CUSIP NO. 68388V100 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Aries Domestic Fund, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _ (b) _ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3) 5 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 None NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 58,000 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH 10 SHARED DISPOSITIVE POWER 58,000 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 58,000 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _ 13 1.2% 14 TYPE OF REPORTING PERSON* PN SCHEDULE 13D CUSIP NO. 68388V100 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON The Aries Trust 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _ (b) _ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _ 6 CITIZENSHIP OR PLACE OF ORGANIZATION Cayman Islands 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 71,500 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH 10 SHARED DISPOSITIVE POWER 71,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 71,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 1.4% 14 TYPE OF REPORTING PERSON* OO (see Item 2) SCHEDULE 13D CUSIP NO. 68388V100 1 NAMES OF REPORTING PERSONS S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Lindsay A. Rosenwald, M.D. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) _ (b) _ 3 SEC USE ONLY 4 SOURCE OF FUNDS* OO (see Item 3) 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) _ 6 CITIZENSHIP OR PLACE OF ORGANIZATION United States 7 SOLE VOTING POWER None NUMBER OF SHARES BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 129,500 EACH REPORTING 9 SOLE DISPOSITIVE POWER PERSON None WITH 10 SHARED DISPOSITIVE POWER 129,500 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 129,500 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW 11 EXCLUDES CERTAIN SHARES* _ 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 2.6% 14 TYPE OF REPORTING PERSON* IN Item 1. Security and Issuer. (a) Common Stock, $.001 par value ("Shares") OptimumCare Corporation 30011 Ivy Glenn Drive, Suite 219 Laguna Niguel, CA 92677 Item 2. Identity and Background. Names of Persons Filing: (a) This statement is filed on behalf of Dr. Lindsay Rosenwald, Aries Financial Services, Inc. ("Aries Financial"), Aries Domestic Fund, L.P. ("Aries Domestic") and The Aries Trust ("Aries Trust") (collectively, "Reporting Parties"). See attached Exhibit A which is a copy of their agreement in writing to file this statement on behalf of each of them. (b) Dr. Rosenwald's, Aries Financial's, and Aries Domestic's business address is 375 Park Avenue, Suite 1501, New York, New York, 10152. The business address for Aries Trust is c/o MeesPierson (Cayman) Limited, P.O. Box 2003, British American Centre, Phase 3, Dr. Roy's Drive, George Town, Grand Cayman. (c) Dr. Rosenwald is an investment banker, venture capitalist and fund manager and sole shareholder of Aries Financial,(1) a Subchapter S incorporated in Delaware. Aries Financial is the General Partner of Aries Domestic,(2) a limited partnership incorporated in Delaware. Aries Financial is the Investment Manager to Aries Trust,(3) a Cayman Islands Trust. ___________________ 1 Please see attached Exhibit B indicating the executive officers and directors of Aries Financial and providing information called for by Items 2-6 of this statement as to said officers and directors. Exhibit B is hereby incorporated by reference. 2 Please see attached Exhibit C indicating the general partner of Aries Domestic and the general partner's executive officers and directors and providing information called for by Items 2-6 of this statement as to said general partner, officers and directors. Exhibit C is hereby incorporated by reference. 3 Please see attached Exhibit D indicating the investment manager of the Aries Trust and the investment manager's executive officers and directors and providing information called for by Items 2-6 of this statement as to said investment manager and officers and directors. Exhibit D in hereby incorporated by reference. (d) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust and their respective officers, directors, general partners, investment managers, or trustees have not, during the five years prior to the date hereof, been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust and their respective officers, directors, general partners, investment managers, or trustees have not been, during the five years prior to the date hereof, parties to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person 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) Dr. Rosenwald is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. Aries Domestic used its general funds to effect the purchase of a total of 178,500 shares for an approximate purchase price of $205,210. Aries Trust used its general funds to effect the purchase of 152,000 shares for an approximate purchase price of $172,680. Item 4. Purpose of Transaction. The Reporting Parties initially acquired the Shares of Common Stock of the Issuer in a series of open market purchases made in July and September of 1995 (as previously described in the original Schedule 13-D filed by the Reporting Parties) as an investment in the Issuer. In June and July of 1996 the Reporting Parties sold certain of the acquired Shares in various open market transactions as detailed in Item 5 (c) herein. Although the Reporting Parties have not formulated any definitive plans, they have recently disposed of certain shares of the Issuer and may from time to time acquire, or dispose of, Common Stock and/or other securities of the Issuer if and when they deem it appropriate. The Reporting Parties may formulate other purposes, plans or proposals relating to any of such securities of the Issuer to the extent deemed advisable in light of market conditions, investment policies and other factors. Except as indicated in this Schedule 13D, the Reporting Parties currently have no plans or proposals that relate to or would result in any of the matters described in subparagraphs (a) through (j) of Item 4 of Schedule 13D. Item 5. Interest in Securities of the Issuer. (a) As of July 24, 1996, Dr. Rosenwald and Aries Financial, through acquisition of the Shares by the Aries Trust and Aries Domestic, beneficially owned 129,500 shares or 2.6% of the Issuer's securities and Aries Trust and Aries Domestic beneficially owned as follows: Amount Owned Aries Domestic 58,000 Shares Aries Trust 71,500 Shares (b) Dr. Rosenwald and Aries Financial share the power to vote or to direct the vote, to dispose or to direct the disposition of those shares owned by each of Aries Domestic and Aries Trust. (c) The following sales were made by Aries Domestic in the open market in the sixty days prior to July 24, 1996: Date No. of Shares Market Price 06/26/96 41,500 1.000 06/27/96 10,000 1.000 07/02/96 14,000 1.000 07/05/96 5,000 1.000 07/18/96 10,000 0.875 07/19/96 40,000 0.828 The following sales were made by Aries Trust in the open market in the sixty days prior to July 24, 1996: Date No. of Shares Market Price 07/02/96 14,000 1.000 07/05/96 16,500 1.000 07/18/96 10,000 0.875 07/19/96 40,000 0.828 (d) Not applicable. (e) Dr. Rosenwald and Aries Financial ceased to be beneficial owners of more than five percent of the Common Stock of the Company on July 5, 1996. Item 6. Contracts, Arrangements, Understandings or Relationships with respect to Securities of the Issuer. Aries Financial is the investment manager of the Aries Trust and the General Partner of Aries Domestic and in such capacities has the authority to make certain investment decisions on behalf of such entities, including decisions relating to the securities of the Issuer. In connection with its investment management duties, Aries Financial receives certain management fees and performance allocations from the Aries Trust and Aries Domestic. Dr. Rosenwald is the President and sole shareholder of Aries Financial. Except as set forth in this Schedule 13D and exhibits, there is no contract, arrangement, understanding or relationship between the Reporting Parties and any other person, with respect to any securities of the Issuer. Item 7. Material to be Filed as Exhibits: Exhibit A - Copy of an Agreement between Dr. Rosenwald, Aries Financial, Aries Domestic and Aries Trust to file this Statement on Schedule 13D on behalf of each of them. Exhibit B - List of executive officers and directors of Aries Financial and information called for by Items 2-6 of this statement relating to said officers and directors. Exhibit C - List of executive officers and directors of Aries Domestic and information called for by Items 2-6 of this statement relating to said officers and directors. Exhibit D - List of executive officers and directors of Aries Trust and information called for by Items 2-6 of this statement relating to said officers and directors. SIGNATURES 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. ARIES FINANCIAL SERVICES, INC. Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President ARIES DOMESTIC FUND, L.P. By Aries Financial Services, Inc. General Partner Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President THE ARIES TRUST By Aries Financial Services, Inc. Investment Manager Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. EXHIBIT A AGREEMENT JOINT FILING OF SCHEDULE 13D The undersigned hereby agrees to jointly prepare and file with regulatory authorities a Schedule 13D and any future amendments thereto reporting each of the undersigned's ownership of securities of OptimumCare Corporation and hereby affirm that such Schedule 13D is being filed on behalf of each of the undersigned. ARIES FINANCIAL SERVICES, INC. Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President ARIES DOMESTIC FUND, L.P. By Aries Financial Services, Inc. General Partner Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President THE ARIES TRUST By Aries Financial Services, Inc. Investment Manager Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. President Dated: July 24, 1996 New York, NY By /s/ Lindsay A. Rosenwald, M.D. Lindsay A. Rosenwald, M.D. EXHIBIT B The name and principal occupation or employment, which in each instance is with Aries Financial Services, Inc. ("Aries Financial") located at 375 Park Avenue, Suite 1501, New York, New York, 10152, of each executive officer and director of Aries Financial is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Dr. Lindsay Rosenwald Chairman of the Board, President of Aries Financial Services, Inc., Paramount Capital Investments, LLC and Paramount Capital, Inc. Peter Morgan Kash Director of Aries Financial Services, Inc. Senior Managing Director, Paramount Capital, Inc. Dr. Yuichi Iwaki Director of Aries Financial Services, Inc. Professor, University of Southern California School of Medicine Item 2. During the five years prior to the date hereof, none of the above persons (to the best of Aries Financial's knowledge) was convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person 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. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. EXHIBIT C The name and principal occupation or employment, which is located at 375 Park Avenue, Suite 1501, New York, New York, 10152, of the General Partner of Aries Domestic is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Aries Financial Services, Inc. General Partner; Investment Manager Exhibit B is hereby incorporated by reference. Item 2. During the five years prior to the date hereof, the above person (to the best of Aries Domestic's knowledge) has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person 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. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. EXHIBIT D The name and principal occupation or employment, which in each instance is with The Aries Trust ("Aries Trust") located at 375 Park Avenue, Suite 1501, New York, New York, 10152, of each executive officer and director of Aries Trust is as follows: PRINCIPAL OCCUPATION NAME OR EMPLOYMENT Aries Financial Services, Inc. Investment Manager MeesPierson (Cayman) Limited Trustee Exhibit B is hereby incorporated by reference. Item 2. During the five years prior to the date hereof, neither of the above persons (to the best of Aries Trust's knowledge) have been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or was a party to a civil proceeding of a judicial or administrative body of competent jurisdiction, as a result of which such person 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. Items 3-6. Please refer to Items 3-6 herein reporting the beneficial ownership. -----END PRIVACY-ENHANCED MESSAGE-----