-----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, GelZYKwJ4c+4da8Z4mPdvuLobUaHSFAMERhRYUQv+LAsMfUuMp+Od8GZHKBH5WYo szsgXx6zWKRVu4RLXMJXng== 0000950144-06-000662.txt : 20060131 0000950144-06-000662.hdr.sgml : 20060131 20060131170257 ACCESSION NUMBER: 0000950144-06-000662 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20060131 ITEM INFORMATION: Regulation FD Disclosure FILED AS OF DATE: 20060131 DATE AS OF CHANGE: 20060131 FILER: COMPANY DATA: COMPANY CONFORMED NAME: COMPREHENSIVE CARE CORP CENTRAL INDEX KEY: 0000022872 STANDARD INDUSTRIAL CLASSIFICATION: HOSPITAL & MEDICAL SERVICE PLANS [6324] 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: 06566686 BUSINESS ADDRESS: STREET 1: 200 SOUTH HOOVER BLVD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33609 BUSINESS PHONE: 813-288-4808 MAIL ADDRESS: STREET 1: 200 SOUTH HOOVER BLVD STREET 2: SUITE 200 CITY: TAMPA STATE: FL ZIP: 33609 FORMER COMPANY: FORMER CONFORMED NAME: NEURO PSYCHIATRIC & HEALTH SERVICES DATE OF NAME CHANGE: 19730501 FORMER COMPANY: FORMER CONFORMED NAME: NEURO PSYCHIATRIC & HEALTH SERVICES INC DATE OF NAME CHANGE: 19700402 FORMER COMPANY: FORMER CONFORMED NAME: JADE OIL CO DATE OF NAME CHANGE: 19700402 8-K 1 g99380e8vk.htm COMPREHENSIVE CARE CORPORATION Comprehensive Care Corporation
 

 
 
UNITED STATES
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: January 31, 2006
COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
Delaware   1-9927   95-2594724
         
(State or Other Jurisdiction
of Incorporation)
  (Commission File Number)   (I.R.S. Employer
Identification No.)
         
     
204 South Hoover Boulevard
Suite 200
Tampa, Florida
  33609
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (813) 288-4808
N/A
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
¨ Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
¨ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
¨ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
¨ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 


 

Item 7.01. Regulation FD Disclosure.
The Company received written notice dated January 25, 2006 from a significant health plan customer that it had determined to establish its own behavioral health unit and therefore was canceling its contract with the Company effective May 31, 2006. This contract accounted for 21.2% or $2.8 million, of the Company’s operating revenues for the six months ended November 30, 2005 and approximately 21.5% or $5.2 million, of our operating revenues for the fiscal year ended May 31, 2005.
The Company plans to undertake efforts to prepare for the loss of this contract, including taking steps to reduce the internal costs and infrastructure associated with this contract as well as enhancing efforts to obtain replacement business. If we are unable to replace this business, the loss of this contract will have a material, adverse effect on our working capital and future results of operations.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995: Certain information included in this report on Form 8-K and in other Company reports, SEC filings, statements, and presentations is forward looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning the Company’s anticipated operating results, financial resources, increases in revenues, increased profitability, interest expense, growth and expansion, and the ability to obtain new behavioral healthcare contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements, and presentations. These risks and uncertainties include, but are not limited to, changes in local, regional, and national economic and political conditions, the effect of governmental regulation, competitive market conditions, varying trends in member utilization, our ability to manage healthcare operating expenses, the profitability of our capitated contracts, cost of care, our ability to obtain new business, seasonality, and other risks detailed from time to time in the Company’s SEC reports.

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SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
         
  COMPREHENSIVE CARE CORPORATION
 
 
  By:   /s/ Robert J. Landis    
    Name:   Robert J. Landis   
January 31, 2006    Title:   Chairman of the Board, Chief Financial Officer and Treasurer Date:   
 

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