-----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, OKt0ZqPdeOCY28vL1vKzO7YF7KQU8NByYNjQfQwhq05G9vDUjvOLfKRu5ipflY27 RHAlFunIp8pJwbvBaLe1YA== 0000950172-98-000062.txt : 19980126 0000950172-98-000062.hdr.sgml : 19980126 ACCESSION NUMBER: 0000950172-98-000062 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19980113 FILED AS OF DATE: 19980123 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: COMPLETE WELLNESS CENTERS INC CENTRAL INDEX KEY: 0001022828 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-MISC HEALTH & ALLIED SERVICES, NEC [8090] IRS NUMBER: 521910135 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 SEC ACT: SEC FILE NUMBER: 000-22115 FILM NUMBER: 98512055 BUSINESS ADDRESS: STREET 1: 725 INDEPENDENCE AVE SE CITY: WASHINGTON STATE: DC ZIP: 20003 BUSINESS PHONE: 2025436800 MAIL ADDRESS: STREET 1: 725 INDEPENDENCE AVE SE CITY: WA STATE: DC ZIP: 20003 COMPANY DATA: COMPANY CONFORMED NAME: WEXFORD MANAGEMENT LLC CENTRAL INDEX KEY: 0001048462 STANDARD INDUSTRIAL CLASSIFICATION: [] OWNER IRS NUMBER: 061442624 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3 BUSINESS ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 BUSINESS PHONE: 2038627000 MAIL ADDRESS: STREET 1: 411 W PUTNAM AVENUE CITY: GREENWICH STATE: CT ZIP: 06830 3 1 FORM 3 U.S. SECURITIES AND EXCHANGE COMMISSION _____________________ WASHINGTON, D.C. 20549 | OMB APPROVAL | INITIAL STATEMENT OF |_____________________| BENEFICIAL OWNERSHIP OF SECURITIES |OMB NUMBER: 3235-0104| |EXPIRES: | | SEPTEMBER 30, 1998 | Filed pursuant to Section 16(a) of the |ESTIMATED AVERAGE | Securities Exchange Act of 1934, |BURDEN HOURS | Section 17(a) of the Public Utility |PER RESPONSE 0.5 | Holding Company Act of 1935 |_____________________| or Section 30(f) of the Investment Company Act of 1940 ____________________________________________________________________________ 1. Name and Address of Reporting Person WEXFORD MANAGEMENT LLC (Last) (First) (Middle) 411 West Putnam Avenue, Suite 125 _________________________________________________________________________ (Street) Greenwich Connecticut 06830 _________________________________________________________________________ (City) (State) (Zip) ____________________________________________________________________________ 2. Date of Event Requiring Statement (Month/Day/Year) January 13, 1998 ____________________________________________________________________________ 3. IRS OR SOCIAL SECURITY NUMBER OF REPORTING PERSON (VOLUNTARY) ____________________________________________________________________________ 4. Issuer Name and Ticker or Trading Symbol Complete Wellness Centers, Inc. (CMWL) ____________________________________________________________________________ 5. RELATIONSHIP OF REPORTING PERSON(S) TO ISSUER (CHECK ALL APPLICABLE) ( ) DIRECTOR (X ) 10% OWNER ( ) OFFICER (GIVE TITLE BELOW) ( ) OTHER (SPECIFY TITLE BELOW) _____________________________________ ____________________________________________________________________________ 6. IF AMENDMENT, DATE OF ORIGINAL (MONTH/DAY/YEAR) ____________________________________________________________________________ 7. INDIVIDUAL OR JOINT/GROUP FILING (CHECK APPLICABLE LINE) ___FORM FILED BY ONE REPORTING PERSON _x_FORM FILED BY MORE THAN ONE REPORTING PERSON ============================================================================ TABLE I - NON-DERIVATIVE SECURITIES BENEFICIALLY OWNED ____________________________________________________________________________ |1. TITLE OF SECURITY|2. AMOUNT OF |3. OWNERSHIP |4. NATURE OF INDIRECT | | (INSTR. 4) | SECURITIES | FORM DIRECT| BENEFICIAL OWNERSHIP| | | BENEFICIALLY| DIRECT (D) | (INSTR. 5) | | | OWNED | OR INDIRECT| | | | (INSTR. 4) | (I) (INSTR.| | | | | 5) | | |____________________|_______________|______________|_______________________| Senior Redeemable 100,000 shares Indirect By Management Preferred Stock, par value $.01 per share(1) ============================================================================ TABLE II - DERIVATIVE SECURITIES BENEFICIALLY OWNED (E.G., PUTS, CALLS, WARRANTS, OPTIONS, CONVERTIBLE SECURITIES) ____________________________________________________________________________ 1. Title of Derivative Security (Instr. 4) Common Stock Purchase Warrants ____________________________________________________________________________ 2. Date Exercisable and Expiration Date (Month/Day/Year) 1/13/98(2) 1/12/05 Date Exercisable Expiration Date ____________________________________________________________________________ 3. Title and Amount of Securities Underlying Derivative Security (Instr. 4) Common Stock, par value $.0001665 per share 2,850,000 Title Amount of Number of Shares ____________________________________________________________________________ 4. Conversion or Exercise Price of Derivative Security $1.75 per share(3) ____________________________________________________________________________ 5. Ownership Form of Derivative Security: Direct(D) or Indirect(I)(Instr. 5) Indirect ____________________________________________________________________________ 6. Nature of Indirect Beneficial Ownership (Instr. 5) By Management ============================================================================ EXPLANATION OF RESPONSES: (1) The Senior Redeemable Preferred Stock, par value $.01 (the "Preferred Stock"), of Complete Wellness Centers, Inc. (the "Corporation") was issued pursuant to a Certificate of Designation, Preferences and Rights filed with the Secretary of State of Delaware on January 12, 1998 (the "Certificate of Designation"). An aggregate of 100,000 shares of Preferred Stock were issued to Wexford Spectrum Investors LLC ("Wexford"), and Imprimis Investors LLC ("Imprimis"), related persons of Wexford Management LLC. The Preferred Stock has a liquidation preference of $50.00 per share plus accumulated and unpaid dividends (the "Liquidation Preference"), and entitles its holders to annual cash dividends equal to (i) in the case of dividends accruing on or prior to December 31, 2000, 8% of the Liquidation Preference, or, if such payment in cash is not then made, 10% of the Liquidation Preference and (ii) in the case of dividends accruing after December 31, 2000, 12% of the Liquidation Preference thereof on the relevant payment date payable in cash. The Preferred Stock ranks senior to any other class of stock of the Corporation. The Preferred Stock is mandatorily redeemable on the earlier of December 31, 2000 and the date of completion of any financing (subject to certain exceptions) greater than $5,000,000 by the Corporation or its subsidiaries after the initial date of issuance of the Preferred Stock. The Preferred Stock is also redeemable in the event of a breach by the Corporation of its agreements under an Investment Agreement, dated January 12, 1998, among Imprimis, Wexford, and the Corporation or a breach under the Certificate of Designation. The Certificate of Designation also provides that the Corporation shall take necessary actions to ensure that a designee of the holders of Preferred Stock is on the Board of Directors of the Corporation. (2) Warrants exercisable for an aggregate of 2,850,000 shares of common stock, par value $.0001665 per share (the "Common Stock"), are held by Imprimis and Wexford. The Warrants are exercisable through January 12, 2005. Of such Warrants, Warrants for an aggregate of 1,350,000 shares of Common Stock can be exercised at any time prior to December 31, 1998; Warrants for an additional 300,000 shares of Common Stock can be exercised at any time beginning January 1, 1999; Warrants for an additional 600,000 shares of Common Stock can be exercised at any time after April 1, 2000; and Warrants for an additional 600,000 shares of Common Stock can be exercised at any time after March 31, 2001, in each case to the extent not redeemed by the Corporation. The Warrants that cannot be exercised prior to each of these dates are subject to redemption by the Corporation, at a redemption price of $.01 per Warrant, as and when certain financial targets are met. Warrants cannot be exercised to the extent that such exercise would result in Wexford and Imprimis owning, in the aggregate, in excess of 50% of the outstanding shares of the Corporation, after giving effect to the exercise of the Warrants. (3) The exercise price of the Warrants is subject to a one-time reduction of $0.25 per Warrant if the Corporation fails to register Common Stock for which the Warrants can be exercised pursuant to a Registration Rights Agreement, dated as of January 12, 1998, among the Corporation, Imprimis and Wexford. The number of shares of Common Stock issuable and the exercise price are also subject to adjustment under customary anti-dilution provisions. WEXFORD MANAGEMENT LLC ** SIGNATURE OF REPORTING PERSON By: /s/ Arthur H. Amron January 23, 1998 Name: Arthur H. Amron DATE Title: Senior Vice President _____________________________ ** INTENTIONAL MISSTATEMENTS OR OMISSIONS OF FACTS CONSTITUTE FEDERAL CRIMINAL VIOLATIONS. SEE 18 U.S.C. 1001 AND 15 U.S.C. 78FF(A). NOTE: FILE THREE COPIES OF THIS FORM, ONE OF WHICH MUST BE MANUALLY SIGNED. IF SPACE PROVIDED IS INSUFFICIENT, SEE INSTRUCTION 6 FOR PROCEDURE POTENTIAL PERSONS WHO ARE TO RESPOND TO THE COLLECTION OF INFORMATION CONTAINED IN THIS FORM ARE NOR REQUIRED TO RESPOND UNLESS THE FORM DISPLAYS A CURRENTLY VALID OMB NUMBER. ========================================================================== ATTACHMENT TO FORM 3 Name of designated filer: Wexford Management LLC Name of joint filer: Joseph M. Jacobs Address of joint filer: c/o Wexford Management LLC 411 West Putnam Avenue Greenwich, Connecticut 06830 Date of event requiring filing: January 13, 1998 Issuer Name and Ticker or Trading Symbol: Complete Wellness Centers, Inc. (CMWL) /s/ Joseph M. Jacobs January 23, 1998 _______________________ _________________ ** Signature of Reporting Person Date ATTACHMENT TO FORM 3 Name of designated filer: Wexford Management LLC Name of joint filer: Charles E. Davidson Address of joint filer: c/o Wexford Management LLC 411 West Putnam Avenue Greenwich, Connecticut 06830 Date of event requiring filing: January 13, 1998 Issuer Name and Ticker or Trading Symbol: Complete Wellness Centers, Inc. (CMWL) /s/ Charles E. Davidson January 23, 1998 _______________________ _________________ ** Signature of Reporting Person Date -----END PRIVACY-ENHANCED MESSAGE-----