-----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, OfEEVTsJJ/ZHKbIXxdFWe0j12DV+dY46hUVArVt3Ob4rwM+vKXPI6CadFSjGF4PJ yg6sQdf23PjLy1zj8NL11Q== 0000892569-98-000122.txt : 19980119 0000892569-98-000122.hdr.sgml : 19980119 ACCESSION NUMBER: 0000892569-98-000122 CONFORMED SUBMISSION TYPE: S-8 PUBLIC DOCUMENT COUNT: 3 FILED AS OF DATE: 19980116 EFFECTIVENESS DATE: 19980116 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: S-8 SEC ACT: SEC FILE NUMBER: 333-44437 FILM NUMBER: 98508670 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 S-8 1 FORM S-8 1 As filed with the Securities and Exchange Commission on January 16, 1998 REGISTRATION NO. 333-________ ================================================================================ SECURITIES AND EXCHANGE COMMISSION WASHINGTON, DC 20549 ---------- FORM S-8 REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933 ---------- COMPREHENSIVE CARE CORPORATION (Exact Name of Registrant as Specified in Its Charter) ---------- DELAWARE 95-2594724 (State of Incorporation) (I.R.S. Employer Identification No.) 1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CA 92625 (Address of Principal Executive Offices) (Zip Code) ---------- COMPREHENSIVE CARE CORPORATION 1995 INCENTIVE PLAN (Full Title of the Plan) ---------- CHRISS W. STREET, CHAIRMAN, PRESIDENT, CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER COMPREHENSIVE CARE CORPORATION 1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CALIFORNIA 92625 (Name and Address of Agent For Service) ---------- (813) 876-5036 (Telephone Number, Including Area Code, of Agent For Service) ---------- Please send copies of all communications to: CHARLES P. AXELROD, ESQ. WILLIE E. DENNIS, ESQ. CAMHY KARLINSKY & STEIN LLP 1740 BROADWAY, NEW YORK, NEW YORK 10019-4315 (212) 977-6600 ---------- CALCULATION OF REGISTRATION FEE
================================================================================================================================= Proposed Maximum Proposed Maximum Title of Securities Amount to be Offering Price Aggregate Offering Amount of to be Registered Registered (1) Per Share (2) Price (2) Registration Fee - --------------------------------------------------------------------------------------------------------------------------------- Common Stock, $.01 par value 150,000 shares $8.31 $1,246,500 $370 =================================================================================================================================
(1) On November 8, 1996, the Company filed a Registration Statement on Form S-8 (the "1996 S-8 Registration Statement") registering (i) an aggregate of 1,435,000 shares of common stock, $.01 par value ("Common Stock") relating to Comprehensive Care Corporation's 1988 Incentive Stock Option Plan (the "1988 ISO Plan"), 1988 Nonstatutory Stock Option Plan (the "1988 NSO Plan") the 1995 Amended and Restated Non-Employee Directors Stock Option Plan (the "Directors Plan") and (ii) pursuant to Rule 416, an additional indeterminate number of shares of Common Stock and other securities that may become issuable in connection with the anti-dilution provisions of the 1988 ISO Plan, the 1988 NSO Plan, the 1995 Incentive Plan and the Directors Plan and miscellaneous written compensation agreements providing for 2 the grant of stock options to employees. At the time of the filing of the 1996 Registration Statement all applicable filing fees were paid by the Company. On December 8, 1997, the shareholders of the Company approved an amendment to the Company's 1995 Incentive Plan increasing the number of shares of Common Stock issuable thereunder from 450,000 to 600,000. This Registration Statement is being filed pursuant to the Paragraph E of the General Instructions of Form S-8 for the purposes of registering such additional number of shares of Common Stock issuable under the 1995 Incentive Plan. (2) The proposed maximum offering price per share has been estimated solely for the purpose of calculating the registration fee, in accordance with Rule 457(h), on the basis of the average of the high and low prices of the shares of the Common Stock as reported by the New York Stock Exchange on January 13, 1998. 3 PART II Pursuant to the General Instructions E to Form S-8, the contents of Comprehensive Care Corporation's (the "Registrant" or the "Company") earlier Registration Statement on Form S-8, File No. 333-15929, are incorporated by reference. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE. ------------------------------------------------ The following documents, heretofore filed by the Company with the Securities and Exchange Commission pursuant to the Securities and Exchange Act of 1934 (the "Exchange Act"), are hereby incorporated by reference: (a) the Company's Annual Report on Form 10-K for the fiscal year ended May 31, 1997; (b) the Company's Proxy Statement, dated October 17, 1997, relating to the Annual Meeting of Shareholders held on December 8, 1997; (c) the Company's Quarterly Report on Form 10-Q for the quarterly period ended August 31, 1997; (d) the Company's Quarterly Report on Form 10-Q for the quarterly period ended November 30, 1997; and (e) Current Report on Form 8-K filed August 26, 1997; (f) Current Report on Form 8-K filed September 12, 1997; (g) Current Report on Form 8-K filed October 3, 1997; (h) Current Report on Form 8-K filed December 9, 1997; (i) Current Report on Form 8-K filed January 9, 1998; and (j) all other reports filed by the Company pursuant to 13(a) or 15(d) of the Exchange Act, since the end of the fiscal year covered by the Annual Report referred to in (a) above. All documents subsequently filed by the Registrant pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a post-effective amendment which indicates that all securities offered have been sold or which deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference in this Registration Statement and to be a part hereof from the date of filing such documents. Any statement contained in a document incorporated or deemed to be incorporated by reference herein shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein, or in any other -2- 4 subsequently filed document that also is deemed to be incorporated by reference herein, modifies or supersedes such statement. Any statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement. Item 8. EXHIBITS. --------- The following is a complete list of exhibits filed as a part of this Registration Statement:
Exhibit No. Document ----------- -------- 5.1 Opinion of Camhy Karlinsky & Stein LLP regarding the legality of shares of Common Stock being registered 23.1 Consent of Ernst & Young LLP 23.2 Consent of Camhy Karlinsky & Stein LLP (included in Exhibit 5.1)
-3- 5 SIGNATURES Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Corona del Mar, State of California, on January 16, 1998. COMPREHENSIVE CARE CORPORATION By: /s/ CHRISS W. STREET --------------------------------- Chriss W. Street Chairman of the Board, President, Chief Executive Officer and Chief Operating Officer POWER OF ATTORNEY KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below under the heading "Signature" constitutes and appoints Chriss W. Street his true and lawful attorney-in-fact and agent for him and in his name, place and stead, in any and all capacities to sign any or all amendments to this Registration Statement on Form S-8, and to file the same with all exhibits thereto, and other documents in connection therewith, with the Securities and Exchange Commission, granting unto said attorney-in-fact and agent, each acting alone, full power and authority to do and perform each and every act and thing requisite and necessary to be done in and about the premises, as fully for all intents and purposes as he might or could do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents, each acting alone, or their substitute or substitutes, may lawfully do or cause to be done by virtue hereof. Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in the capacities and on the dates indicated.
Signature Title Date - --------- ----- ---- /s/ CHRISS W. STREET - ---------------------------- Chairman of the Board, President, January 16, 1998 Chriss W. Street Chief Executive Officer and Chief Operating Officer /s/ CAROL R. POLLACK - ---------------------------- Interim Chief Financial Officer January 16, 1998 Carol R. Pollack /s/ J. MARVIN FEIGENBAUM - ---------------------------- Director and Vice-Chairman January 16, 1998 J. Marvin Feigenbaum /s/ WILLIAM H. BOUCHER - ---------------------------- Director January 16, 1998 William H. Boucher
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Signature Title Date - --------- ----- ---- /s/ A. RICHARD PANTULIANO - ---------------------------- Director January 16, 1998 A. Richard Pantuliano /s/ JOHN A. MCCARTHY, JR. - ---------------------------- Director January 16, 1998 John A. McCarthy, Jr.
-5- EX-5.1 2 OPINION OF CAMHY KARLINSKY & STEIN LLP 1 EXHIBIT 5.1 January 16, 1998 Comprehensive Care Corporation 1111 Bayside Drive, Suite 100 Corona del Mar, CA 92625 Re: Comprehensive Care Corporation Registration Statement on Form S-8 Filed on January 16, 1998 ---------------------------------- Dear Sir/Madam: We have reviewed the Registration Statement on Form S-8 (the "Registration Statement") filed under the Securities Act of 1933 (the "Act"), by Comprehensive Care Corporation, a Delaware corporation (the "Company"), on January 16, 1998. The Registration Statement has been filed for the purpose of registering for offer and sale under the Act an additional 150,000 shares (the "Shares") of the Company's Common Stock, $.01 par value (the "Common Stock") issuable under the Company's 1995 Incentive Stock Option Plan (the "Plan"). We have examined your Certificate of Incorporation as amended, Bylaws and such documents, corporate records and questions of law as we have deemed necessary solely for the purpose of enabling us to render this opinion. On the basis of such examination, we are of the opinion that: 1. The Company is a corporation duly organized and validly existing and in good standing under the laws of the State of Delaware. 2. The Company has an authorized capitalization of 12,560,000 shares of capital stock consisting of 12,500,000 shares of Common Stock, $.01 par value, and 60,000 shares of Preferred Stock, $.01 par value. 3. The Shares have been duly authorized, and when issued, sold and paid for as described in the Registration Statement, will be validly issued, fully paid and non-assessable. -6- 2 Comprehensive Care Corporation January 16, 1998 Page 2 4. The options, when issued pursuant to the terms and conditions of the Plan, as described in the Registration Statement, will constitute legal and binding obligations of the Company in accordance with their terms. 5. The Common Stock underlying the options under the Plan, upon payment therefore and issuance thereof upon exercise of the options in accordance with the terms thereof and as described in the Registration Statement, will be validly issued, fully paid and non-assessable. We hereby consent to the use of this opinion as an exhibit to the Registration Statement. Very truly yours, /s/ CAMHY KARLINSKY & STEIN LLP -7- EX-23.1 3 CONSENT OF ERNST & YOUNG LLP 1 EXHIBIT 23.1 CONSENT OF INDEPENDENT AUDITORS We consent to the incorporation by reference in the Registration Statement on Form S-8 pertaining to the 1995 Incentive Plan of our report dated July 30, 1997 (except for Note 19 as to which the date is August 18, 1997) with respect to the consolidated financial statements of Comprehensive Care Corporation and subsidiaries included in its Annual Report (Form 10-K) for the year ended May 31, 1997, filed with the Securities and Exchange Commission. /s/ ERNST & YOUNG LLP Orange County, California January 13, 1998 -8- -----END PRIVACY-ENHANCED MESSAGE-----