-----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, PoJO+Ob29x8flpefJ+dYAyey6YfbiuInnDqDAdHSAyGezITVX0ybBOuQm8HjNpZz +Lwjjsh6V1evtyqH7lEdKw== 0000950147-98-000719.txt : 19980916 0000950147-98-000719.hdr.sgml : 19980916 ACCESSION NUMBER: 0000950147-98-000719 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19980915 SROS: NONE SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: AVESIS INC CENTRAL INDEX KEY: 0000795574 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-BUSINESS SERVICES, NEC [7389] IRS NUMBER: 860349350 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: SEC FILE NUMBER: 005-39650 FILM NUMBER: 98709502 BUSINESS ADDRESS: STREET 1: 3724 NORTH THIRD ST STREET 2: STE 300 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6029567287 MAIL ADDRESS: STREET 1: 1001 W CLARENDON STREET 2: NO 2300 CITY: PHOENIX STATE: AZ ZIP: 85013 FORMER COMPANY: FORMER CONFORMED NAME: NBS NATIONAL BENEFIT SERVICES INC DATE OF NAME CHANGE: 19910114 FORMER COMPANY: FORMER CONFORMED NAME: NATIONAL VISION SERVICES INC DATE OF NAME CHANGE: 19900117 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: COHEN WILLIAM R CENTRAL INDEX KEY: 0001064100 STANDARD INDUSTRIAL CLASSIFICATION: [] FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: C/O AVESIS INC STREET 2: 3724 N THIRD STREET SUITE 300 CITY: PHOENIX STATE: AZ ZIP: 85012 BUSINESS PHONE: 6029567287 MAIL ADDRESS: STREET 1: C/O AVESIS INC STREET 2: 3724 N THIRD STREET SUITE 300 CITY: PHOENIX STATE: AZ ZIP: 85012 SC 13D/A 1 AMENDMENT NO. 1 TO SCHEDULE 13D SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 Schedule 13D/A Under the Securities Exchange Act of 1934 (Amendment No. 1) AVESIS INCORPORATED ------------------- (Name of issuer) COMMON STOCK ------------ (Title of Class of Securities) 053650107 --------- (CUSIP Number) William R. Cohen, GoLightly Candy Company 35 Hillside Avenue, Hillside, NJ 07205 (201) 926-2300 with copies to: Joel H. Alperstein, Avesis Incorporated 3724 N. Third St., Suite 300, Phoenix, AZ 85012 (602) 241-3400 ----------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notes and Communications) August 11, 1998 ---------------- (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 Schedule 13D, and is filing this schedule because of ss.ss. 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box [ ]. (Continued on following page(s)) Page 1 of 5 Pages CUSIP No. 053650107 Page 2 of 5 Pages --------- - -------------------------------------------------------------------------------- 1 NAME OF REPORTING PERSONS SS. OR I.R.S. IDENTIFICATION NOS. OF ABOVE PERSON William R. Cohen - -------------------------------------------------------------------------------- 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (See Instructions) (a) [x] (b) [ ] - -------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------- 4 SOURCE OF FUNDS (See Instructions) PF - -------------------------------------------------------------------------------- 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 - -------------------------------------------------------------------------------- Number of 7 SOLE VOTING POWER Shares 266,637 Beneficially ------------------------------------------------------------ Owned by 8 SHARED VOTING POWER Each Reporting ------------------------------------------------------------ Person 9 SOLE DISPOSITIVE POWER With 266,637 ------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER - -------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 266,637 - -------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (See Instructions) [ ] - -------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 3.5% - -------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON IN - -------------------------------------------------------------------------------- Item 1. Security and Issuer. This Statement relates to Common Stock of Avesis Incorporated (the "Issuer"). The principal executive offices of the Issuer are located at 3724 North Third Street, Suite 300, Phoenix, Arizona 85012. Item 2. Identity and Background. This statement is being filed by: (a) William R. Cohen (b) Filing person's address: GoLightly Candy Company 35 Hillside Avenue, Hillside, NJ 07205 (c) Mr. Cohen is the Chairman of GoLightly Candy Company. Mr. Cohen is Co-Chairman of the Board of Directors of the Issuer and has served on the Board since April 1986. (d) During the last five years, the filing person has not been convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors). (e) During the last five years, the filing person has not been and is not 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) Mr. Cohen is a citizen of the United States. Item 3. Source and Amount of Funds or Other Consideration. On August 11, 1998, Mr. Cohen exercised stock purchase options for 100,000 shares of the Issuer's Common Stock, at an exercise price of $0.26 per option. The total funds expended, $26,000, were personal funds of Mr. Cohen. Page 3 of 5 Pages Item 4. Purpose of Transaction. All of the Issuer's shares held by Mr. Cohen are held for investment purposes only. Except as described above and that Mr. Cohen is a Director of the Issuer, he has no present plan or proposal that relates to or would result in any of the actions described in clauses (a) through (j) of Item 4 of Schedule 13D, although he may from time to time in the future acquire or sell shares of Common Stock or securities convertible into Common Stock. At present, Mr. Cohen contemplates that such additional shares, if any, would also be purchased for investment purposes only. Item 5. Interest In Securities of the Issuer. (a) The aggregate number and percentage of Issuer Common Stock beneficially owned by Mr. Cohen is 266,637 and 3.5%, respectively. (b) See Items 7 through 10 on the Cover Pages of this Schedule 13D. (c) Mr. Cohen effected the following transaction since 60 days prior to the date of the event which requires filing of this statement: (i) On August 11, 1998, Mr. Cohen exercised stock purchase options for 100,000 shares of the Issuer's Common Stock, at an exercise price of $0.26 per option. (d) Not applicable. (e) On August 11, 1998, Mr. Cohen ceased to be the beneficial owner of more than five percent of the Issuer's Common Stock. Item 6. Contracts, Arrangements, Understandings or Relationships With Respect to Securities of the Issuer. Not applicable. Item 7. Material to be Filed as Exhibits. None Page 4 of 5 Pages SIGNATURE 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. September 14, 1998 ------------------ /s/ William R. Cohen ----------------------------------- William R. Cohen Page 5 of 5 Pages -----END PRIVACY-ENHANCED MESSAGE-----