-----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, S7YzsvNXEYSfh3fqiywiBNWemQUP3ZfjlmXPHaUVag65KJlckgz4DrTC1gUZsuEw boHLKTBWonlz3CAO5/y+9A== 0000892569-97-000007.txt : 19970103 0000892569-97-000007.hdr.sgml : 19970103 ACCESSION NUMBER: 0000892569-97-000007 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 19961230 ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 19970102 SROS: NYSE FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPREHENSIVE CARE CORP CENTRAL INDEX KEY: 0000022872 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-HOSPITALS [8060] IRS NUMBER: 952594724 STATE OF INCORPORATION: DE FISCAL YEAR END: 0531 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 001-09927 FILM NUMBER: 97500335 BUSINESS ADDRESS: STREET 1: 1111 BAYSIDE DRIVE, 100 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 BUSINESS PHONE: 7147199797 MAIL ADDRESS: STREET 1: 1111 BAYSIDE DRIVE 100 CITY: CORONA DEL MAR STATE: CA ZIP: 92625 FORMER COMPANY: FORMER CONFORMED NAME: NEURO PSYCHIATRIC & HEALTH SERVICES DATE OF NAME CHANGE: 19730501 FORMER COMPANY: FORMER CONFORMED NAME: JADE OIL CO DATE OF NAME CHANGE: 19700402 FORMER COMPANY: FORMER CONFORMED NAME: NEURO PSYCHIATRIC & HEALTH SERVICES INC DATE OF NAME CHANGE: 19700402 8-K 1 FORM 8-K DATED DECEMBER 30,1996 1 SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 --------------------------- FORM 8-K Current Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 Date of Report (Date of earliest event reported): December 30, 1996 ----------------- COMPREHENSIVE CARE CORPORATION (Exact name of registrant as specified in Charter) DELAWARE 0-5751 95-2594724 - ------------------------------------------------------------------------------- (State or other (Commission (IRS Employer jurisdiction of File Number) Identification No.) incorporation) 1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CALIFORNIA 92625 - ------------------------------------------------------------------------------- (Address of principal executive offices) (zip code) (714) 222-2273 - ------------------------------------------------------------------------------- (Registrant's telephone number, including area code) 2 ITEM 5. OTHER EVENTS - --------------------- The Company announced that it completed the Exchange Offer for its 7 1/2% Convertible Subordinated Debentures (the "Debentures") on December 30, 1996 at 2:00 p.m. (central time). The Company was advised by First Trust National Association, the Exchange Agent and Trustee, that affirmative consents of Debentureholders in excess of 82% had been received, and that all propositions had been consented to and approved by Debentureholders. The Exchange Agent also advised that it had received for tender, pursuant to the Company's Exchange Offer, $6,841,000 of principal amount of Debentures (the "Tendered Debentures"). With respect to the Tendered Debentures, the Company has paid to the Exchange Agent, on behalf of the tendering Debentureholders, an aggregate amount of $3,967,780 and requisitioned for issue approximately 164,184 shares of the Company's Common Stock, representing the stock portion of the Exchange Offer. The aggregate principal amount of Debentures which were not tendered was $2,697,000. The Company has also paid the Exchange Agent an aggregate of $555,000 representing interest and default interest payable with respect to Debentures which have not been tendered. The Company has set a special record date of January 20, 1997, and payment of interest and default interest will be made on January 22, 1997. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS - ------------------------------------------ (c) Exhibits. EXHIBIT NO. DESCRIPTION - ----------- ----------- 99.30 Press Release dated January 2, 1997. 2 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized. COMPREHENSIVE CARE CORPORATION (Registrant) By: /s/ Kerri Ruppert ------------------------------------ Kerri Ruppert, Senior Vice President and Chief Financial Officer Dated: December 31, 1996. 3 EX-99.30 2 PRESS RELEASE DATED JANUARY 2, 1997 1 EXHIBIT 99.30 NEWS RELEASE FOR IMMEDIATE RELEASE COMPCARE EXCHANGES 72% OF CONVERTIBLE BONDS CORONA DEL MAR, Calif., January 2, 1997 /PRNewswire/ -- Comprehensive Care Corporation (NYSE:CMP) (COMPCARE(R)) chairman and chief executive officer Chriss W. Street announced today that it completed the Exchange Offer for its 7 1/2% Convertible Subordinated Debentures (the "Debentures") on December 30, 1996. "CompCare will realize a $2.5 million gain during the third quarter and the elimination of 59% of our total debt outstanding. The successful completion of this exchange offer is consistent with CompCare's goal to build a successful managed care business," said Mr. Street. CompCare was advised by its exchange agent that affirmative consents of Debentureholders in excess of 82% had been received, and that all propositions had been consented to and approved by Debentureholders. The exchange agent also advised that it received for tender, pursuant to the Company's Exchange Offer, $6.8 million of principal amount of Debentures ("Tendered Debentures"). With respect to the Tendered Debentures, the Company has paid to the exchange agent, on behalf of the tendering Debentureholders, an aggregate amount of $4.0 million and requisitioned for issue approximately 164,184 shares of the Company's Common Stock, representing the stock portion of the Exchange Offer. The exchange agent anticipates distribution of the exchange consideration to tendering debentureholders will be made within five days after the closing date of December 30, 1996. The aggregate principal amount of Debentures which were not tendered was $2.7 million. The Company has also paid the exchange agent an aggregate of $0.6 million representing interest and default interest payable on January 22, 1997 for Debentures which have not been tendered. COMPCARE provides care and care coordination of chronic and catastrophic diseases to HMOs, hospitals, the government and corporations on a contractual or at-risk ("managed care") basis throughout the United States and its protectorates through its Disease State Management(SM) products. ### 4 -----END PRIVACY-ENHANCED MESSAGE-----