Yimoyines Dean J, et al. – ‘SC 13D’ on 8/23/99 re: Opticare Health Systems Inc

On:  Monday, 8/23/99   ·   Accession #:  950136-99-1111   ·   File #:  5-45949

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General Statement of Beneficial Ownership   —   Schedule 13D
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Document/Exhibit                   Description                      Pages   Size 

 1: SC 13D      General Statement of Beneficial Ownership              7     28K 

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SC 13D
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 UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549

SCHEDULE 13D

 Under the Securities Exchange Act of 1934

 OptiCare Health Systems, Inc.
------------------------------------------------------------------------------- 
(Name of Issuer)

 Common Stock, par value $.001 per share
------------------------------------------------------------------------------- 
(Title of Class of Securities)

 68386P 10 5
------------------------------------------------------------------------------- 
(CUSIP Number)

Steven L. Ditman
 Chief Financial Officer
 OptiCare Health Systems, Inc.
 87 Grandview Avenue
 Waterbury, CT 06708
------------------------------------------------------------------------------- 
 (Name, Address and Telephone Number of Person Authorized to
Receive Notices and Communications) 

 August 13, 1999
------------------------------------------------------------------------------- 
 (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 [ ]                                                           

*The remainder of this cover page shall be filed 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 ("Act") 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).                                                                         

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SCHEDULE 13D

CUSIP NO. 68386P 10 5                                     Page 2 of 7 Pages     
                                                    ---  ---
--------------------------------------------------------------------------------
1      NAME OF REPORTING PERSON                                             
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Dean J.  Yimoyines, M.D.                                      
--------------------------------------------------------------------------------
 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) [ ]
                                                                     (b) [X]
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                        

--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*                                                    

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                               

U.S.A.                                                      
--------------------------------------------------------------------------------
7      SOLE VOTING POWER                    

534,275                       
 NUMBER OF       ---------------------------------------------------------------
SHARES         8      SHARED VOTING POWER                                 
BENEFICIALLY                                                                    
OWNED BY               0                                                    
    EACH         ---------------------------------------------------------------
REPORTING        9      SOLE DISPOSITIVE POWER                                
PERSON                                                                    
WITH                 534,275                                            
                 ---------------------------------------------------------------
10      SHARED DISPOSITIVE POWER              

0                             
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
11                                                                          
534,275                                                       
--------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES               
      CERTAIN SHARES*                                                  [ ]

--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   

5.9%                                                          
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*                                            

IN                                                            

--------------------------------------------------------------------------------
 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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SCHEDULE 13D

CUSIP NO.  68386P 10 5                               Page 3 of 7 Pages          
                                           --   --

--------------------------------------------------------------------------------
1     NAME OF REPORTING PERSON                                            
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON             

Linda  Yimoyines                                              
--------------------------------------------------------------------------------
 2     CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*             (a) [ ]
                                                                     (b) [X]
--------------------------------------------------------------------------------
3     SEC USE ONLY                                                        

--------------------------------------------------------------------------------
4     SOURCE OF FUNDS*                                                    

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                                

U.S.A.                                                        
--------------------------------------------------------------------------------
7      SOLE VOTING POWER                

534,275                   
 NUMBER OF         -------------------------------------------------------------
SHARES           8      SHARED VOTING POWER                               
BENEFICIALLY                                                                    
OWNED BY                 0                                                  
    EACH           -------------------------------------------------------------
REPORTING          9      SOLE DISPOSITIVE POWER                              
PERSON                                                                    
WITH                   534,275                                          
                   -------------------------------------------------------------
10    SHARED DISPOSITIVE POWER            

0                             
--------------------------------------------------------------------------------
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON  
11                                                                          
534,275                                                       
--------------------------------------------------------------------------------
12     CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES               
       CERTAIN SHARES*                                                   [ ]

--------------------------------------------------------------------------------
13     PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)                   

5.9%                                                          
--------------------------------------------------------------------------------
14     TYPE OF REPORTING PERSON*                                            

IN                                                            
--------------------------------------------------------------------------------

 *SEE INSTRUCTIONS BEFORE FILLING OUT!

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This Statement on Schedule 13D relates to shares of common stock, par value     
$0.001 per share (the "Shares"), of OptiCare Health Systems, Inc., a Delaware   
corporation formerly known as Saratoga Resources, Inc. This Statement is being  
filed by the Reporting Persons (as defined herein) to report acquisitions of    
Shares as a result of which the Reporting Persons may be deemed to be the       
beneficial owners of more than 5% of the outstanding Shares.                    

Information contained in this statement on Schedule 13D is as of the date       
hereof, unless otherwise expressly provided herein.                             

Item 1. Security and Issuer.                                                    

     (i)      Name and Issuer: OptiCare Health Systems, Inc., a Delaware
          corporation formerly known as Saratoga Resources, Inc.
           (hereinafter referred to as the "Company" or "Issuer").

(ii)     Address of the Principal Executive Offices of Issuer:
87 Grandview Avenue, Waterbury, CT 06708.   

      (iii)    Title of Class of Equity Securities to which this Statement
                relates: Common Stock, $.001 par value (the "Common Stock").

Item 2. Identity and Background.                                                

       (a)-(c)  This statement is being filed on behalf of Dean J. Yimoyines
              ("Dean") and Linda Yimoyines, ("Linda") (collectively, the
"Reporting Persons").                       

                  Dean's principal employment is as Chairman and Chief Executive
         Officer of OptiCare Health Systems, Inc. Linda is not
                 presently employed. The business address and principal office
            of Dean is 87 Grandview Avenue, Waterbury, CT 06708. The
                 address and principal office of Linda is 87 Grandview Avenue,
Waterbury, CT 06708.                        

        (d)(e)   During the last five years, none of the Reporting Persons (i)
           have been convicted in a criminal proceeding (excluding
                  traffic violations or similar misdemeanors) or (ii) has been a
               party to a civil proceeding of a judicial or administrative
          body of competent jurisdiction and as a result of such
               proceeding 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)      Dean and Linda are citizens of the United States of America.

Item 3. Source and Amount of Funds or Other Consideration.                      

         This filing relates to 247,825 shares of Common Stock held by Linda and
286,450 shares of Common Stock issuable upon the exercise of currently          
exercisable options pursuant to the Company's Performance Stock Program.        

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    The Common Stock held by Linda was issued to Linda in exchange for
21,116 shares of Class B Preferred Stock of OptiCare Eye Health Centers, Inc.   
("OptiCare") that Linda owned prior to the merger (the "OptiCare Merger")       
between the Issuer and OptiCare pursuant to the terms set forth in an Agreement 
and Plan of Merger, dated as of April 12, 1999 among the Company, PrimeVision   
Shellco Merger Corporation, PrimeVision Health Inc., OptiCare Shellco Merger    
Corporation and OptiCare ("the Merger Agreement"). In the OptiCare Merger each  
outstanding share of common stock of OptiCare was converted into the right to   
receive 11.7364 shares of the Common Stock of the Company.                      

       Prior to the OptiCare Merger, Dean held 24,407 shares of common stock
of OptiCare issuable upon the exercise of options pursuant to a stock plan of   
OptiCare. In connection with the OptiCare Merger, each outstanding option to    
purchase OptiCare common stock, whether vested or unvested will be exchanged    
automatically into an option to purchase shares of Common Stock of the Company. 
Accordingly, as a result of the OptiCare Merger, Dean now holds 286,450 shares  
of Common Stock issuable upon the exercise of the currently exercisable options 
(the "Options") pursuant to the Company's Performance Stock Program, having an  
exercise price of $2.56 per share. No consideration was used to acquire the     
Common Stock or the Options.                                                    

Item 4. Purpose of Transaction.                                                 

 The Shares held by Linda and the Options held by Dean have been
acquired for investment purposes. Each Reporting Person expects to evaluate on  
an ongoing basis the Company's financial condition, business operations and     
prospects, the status of any business combination involving the Company, the    
market price of the Shares, conditions in the securities markets generally,     
general economic and industry conditions and other factors. Each Reporting      
Person may at any time and from time to time acquire additional Shares or sell  
such Shares. The Reporting Persons have no plans to effect any of the           
transactions required to be described in Item 4 of Schedule 13D.                

Item 5. Interest in Securities of the Issuer.                                   

        (a)      Dean and Linda may be considered the beneficial owners of (i)
            286,450 shares of Common Stock issuable to Dean upon the
             exercise of currently exercisable options pursuant to the
                 Company's Performance Stock Program, as to which shares Linda
              disclaims beneficial ownership, and (ii) 247,825 shares of
              Common Stock, which are owned by Linda, as to which shares
                Dean disclaims beneficial ownership. The shares described in
          this paragraph represent, in the aggregate 5.9% of the
                  Company's outstanding Common Stock. Dean and Linda are husband
and wife.                                   

        The above calculation is based on outstanding Shares
                  information derived from pro forma projection in the Company's
        Registration Statement on Form S-4 (Registration No.
             333-78501) projecting the number of shares which would be
              outstanding after the consummation of the merger described
               above. The Company has not filed any periodic reports since
            the consummation of the transactions contemplated by the
Merger Agreement.                           

       (b)      Linda will have the sole power to vote and the sole power to
                  dispose of the 247, 825 shares of Common Stock that she holds.
              Linda, as Dean's wife, may be deemed to share the power to
                 vote and dispose of the Options and the Common Stock issuable
upon exercise of the Options.               

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            Dean will have the sole power to vote and dispose of the
              Options and the Common Stock issuable upon exercise of the
                 Options. Dean, as the husband of Linda, may also be deemed to
                share the power to vote and dispose of the Common Stock held
by Linda.                                   

   (c)      Prior to the OptiCare Merger described above, Linda held
            21,116 shares of Class B Preferred Stock of OptiCare Eye
                Health Centers, Inc. Prior to the OptiCare Merger, Dean held
                  options to purchase 24,407 shares of common stock of OptiCare.
           See item 3 above for information regarding the OptiCare
Merger.                                     

                  There were no other purchases or sales of the Shares of Common
              Stock by the Reporting Persons in the past 60 days, except
             that Dean, as is customary for a Chief Executive Officer,
             commenced the trading of the Common Stock on the American
                Stock Exchange by purchasing 100 shares of Common Stock at a
 price of $6.50 in an open market transaction.

       (d)      No other person is known by any Reporting Person to have the
          right to receive or the power to direct the receipt of
               dividends from, or the proceeds from the sale of, any other
      Shares beneficially owned by any Reporting Person.

(e)      Not applicable.                                      

Item 6. Contracts, Arrangements, Understandings or Relationships with respect to
Securities of the Issuer.                                       

In connection with the closing of the Merger Agreement Dean J.
   Yimoyines was appointed to serve on the Board of Directors of the
Issuer.                                                       

      In connection with the closing of the Merger Agreement, Dean entered
         into a lock-up agreement with the Company in which he (i) agreed not to
        sell his shares of Common Stock for a period of 180 days following the
       closing of the mergers and (ii) agreed to give the Company a right of
        first refusal to purchase any such shares of Common Stock they wish to
sell.                                                         

    In addition, Dean also holds options to purchase 325,000 shares of
      Common Stock issuable at an exercise price of $5.85 per share. These
       options are exercisable over four years in four equal installments of
   81.250 shares, with the first exercise date being in August 2000.

Item 7. Material to Be Filed as Exhibits                                        

None.                                                         

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 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.                                                           

Date: August 20, 1999                                                           

                                                  /s/  Dean J. Yimoyines, M.D.
                                                  ----------------------------
                                                       Dean J. Yimoyines, M.D.

                                          /s/  Linda Yimoyines
                                                  ----------------------------
                                               Linda Yimoyines

Dates Referenced Herein   and   Documents Incorporated by Reference

				Referenced-On Page
This ‘SC 13D’ Filing		Date		First		Last			Other Filings
Filed on:		8/23/99							3,  SC 13D
		8/20/99		7
		8/13/99		1					3,  8-K,  8-K/A
		4/12/99		5
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