U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 4
STATEMENT OF CHANGES IN BENEFICIAL OWNERSHIP
Filed pursuant to Section 16(a) of the Securities Exchange Act of 1934,
Section 17(a) of the Public Utility Holding Company Act of 1935
or Section 30(f) of the Investment Company Act of 1940
/ / Check this box if no longer subject to Section 16. Form 4 or Form 5
obligations may continue. See Instruction 1(b).
1. Name and Address of Reporting Person*
Berggruen Nicolas
(Last) (First) (Middle)
499 Park Avenue
(Street)
New York NY 10022
(City) (State) (Zip)
2. Issuer Name and Ticker or Trading Symbol
OptiCare Health Systems, Inc. ("OPT")
3. I.R.S. Identification Number of Reporting Person, if an entity (voluntary)
4. Statement for Month/Year
01/01
5. If Amendment, Date of Original (Month/Year)
10/00
6. Relationship of Reporting Person(s) to Issuer (Check all applicable)
/ / Director /X/ 10% Owner
/ / Officer (give title below) / / Other (specify below)
Chairman of the Board, Predident & Chief Executive Officer
7. Individual or Joint/Group Reporting (Check Applicable Line)
/X/ Form filed by One Reporting Person
/ / Form filed by More than One Reporting Person
* If the form is filed by more than one reporting person, see instruction
4(b)(v).
Table I -- Non-Derivative Securities Acquired, Disposed of, or Beneficially Owned
5. Amount
of Secu-
rities
4. Securities Acquired (A) Bene- 6. Ownership
2. Trans- 3. Trans- or Disposed of (D) ficially Form:
action action (Instr. 3, 4 and 5) Owned Direct 7. Nature of
Date Code ----------------------------- at End (D) or Indirect
(Month/ (Instr. 8) (A) of Month Indirect Beneficial
1. Title of Security Day/ ------------- Amount or Price (Instr. (I) Ownership
(Instr. 3) Year) Code V (D) 3 and 4) (Instr. 4) (Instr. 4)
----------------------------- ---------- ------ ----- ------------ --- ---------- ----------- ------------- ---------------
Table II--Derivative Securities Acquired, Disposed of, or Beneficially Owned
(e.g., puts, calls, warrants, options, convertible securities)
2. Conver- 5. Number of Deriv- 6. Date Exercisable
sion or 3. Trans- ative Securities and Expiration Date
Exercise action 4. Transac- Acquired (A) or (Month/Day/Year)
Price of Date tion Code Disposed of (D) ----------------------
Deriv- (Month/ (Instr. 8) (Instr. 3, 4, and 5) Date
1. Title of Derivative Security ative Day/ ------------- -------------------------- Exercis- Expiration
(Instr. 3) Security Year) Code V (A) (D) able Date
---------------------------------------- ----------- ---------- ------ ----- ------------ ------------ ---------- ----------
Common Stock Warrants $1.00 01/05/01 D(1) 2,250,000 11/10/00 10/01/05
(right to buy)
Common Stock Warrants $1.00 01/05/01 A(2) 2,000,000 11/10/00 10/01/05
(right to buy)
Common Stock Warrants $0.40 01/05/01 A(2) 250,000 01/05/01 01/01/06
(right to buy)
Common Stock Warrants $0.40 01/05/01 A 50,000 01/05/01 01/01/06
(right to buy)
9. Number of 10. Ownership
Derivative Form of
Securities Derivative
7. Title and Amount of Underlying Benefi- Security:
Securities (Instr. 3 and 4) cially Direct 11. Nature of
---------------------------------------- 8. Price of Owned at (D) or Indirect
Amount or Derivative End of Indirect Beneficial
1. Title of Derivative Title Number of Security Month (I) Ownership
Security (Instr. 3) Shares (Instr. 5) (Instr. 4) (Instr. 4) (Instr. 4)
--------------------------- --------------------------- ----------- ------------- ------------- -------------- ---------------
Common Stock Warrants Common Stock 2,250,000 0 I(3)
(right to buy)
Common Stock Warrants Common Stock 2,000,000 2,000,000 I(3)
(right to buy)
Common Stock Warrants Common Stock 250,000 250,000 I(3)
(right to buy)
Common Stock Warrants Common Stock 50,000 50,000 I(3)
(right to buy)
Explanation of Responses:
(1) Cancellation of warrants in connection with issuance of replacement
warrants.
(2) Replacement warrants issued in connection with cancellation of warrants.
(3) Nicolas Berggruen acts as an investment advisor to Medici I Investment
Corp., a British Virgin Islands corporation ("Medici"), which holds warrants to
purchase 2,300,000 shares of Common Stock from OptiCare Health Systems, Inc.
Nicolas Berggruen disclaims beneficial ownership of, and does not have a
pecuniary interest in, the shares of Common Stock held by Medici and this Report
shall not be deemed an admission that Nicolas Berggruen is a beneficial owner of
such securities for purposes of Section 16 or for any other purpose.
/s/ Nicholas Berggruen 02/07/01
--------------------------------------- --------------------------
Date
**Signature of Reporting Person
** Intentional misstatements or omissions of facts constitute Federal Criminal
Violations. See 18 U.S.C. 1001 and 15 U.S.C. 78ff(a).