8-K

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: May 25, 2007
(Date of earliest event reported)

COMPREHENSIVE CARE CORPORATION

(Exact Name of Registrant as Specified in Charter)

Delaware	001-09927	95-2594724
(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

3405 West Dr. Martin Luther King Jr. Boulevard
Suite 101
Tampa, Florida	33607
(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 1.01. Entry into a Definitive Material Agreement.

On January 26, 2007, we entered into an amended and restated Agreement and Plan of Merger (the “Merger Agreement”) with Hythiam, Inc. and HCCC Acquisition Corporation, newly formed wholly owned subsidiary of Hythiam. The material terms of the Merger Agreement were previously disclosed in our Form 8-K/A filed on January 31, 2007. On May 25, 2007, we and the other parties to the Merger Agreement mutually agreed to terminate the Merger Agreement effective on that date. In addition, effective with the termination, the parties released and discharged the other parties from any and all liabilities and further obligations arising under the Merger Agreement. A copy of the Termination Agreement is attached as Exhibit 10.1 hereto and incorporated herein by reference.

Item 1.02. Termination of a Material Definitive Agreement.

On May 25, 2007, we terminated the Agreement and Plan of Merger with Hythiam, Inc. and HCCC Acquisition Corporation, pursuant to the terms described in Item 1.01 of this report, incorporated herein by reference.

Item 9.01. Financial Statements and Exhibits.

(d)	Exhibits.
10.1	Termination Agreement dated May 25, 2007 by and among Hythiam, Inc., Comprehensive Care Corporation, and HCCC Acquisition Corporation.

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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
	Title:	Chairman of the Board, Chief Financial Officer and Treasurer

Date: May 25, 2007

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EXHIBIT INDEX

Exhibit No.	Description
10.1	Termination Agreement dated May 25, 2007 by and among Hythiam, Inc., Comprehensive Care Corporation, and HCCC Acquisition Corporation.

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EX-10.1

EXHIBIT 10.1

TERMINATION AGREEMENT

     This Termination Agreement (“Agreement”) is made as of May 25, 2007 by and among Hythiam, Inc., a Delaware corporation (“Hythiam”), HCCC Acquisition Corporation, a Delaware corporation and newly-formed wholly-owned subsidiary of Buyer (“Merger Sub”), and Comprehensive Care Corporation, a Delaware corporation (“CompCare”). Hythiam, Merger Sub and CompCare are referred to collectively herein as the “Parties.” All capitalized terms not otherwise defined herein shall have the meaning ascribed to them in the Merger Agreement.

RECITALS:

     A.      Hythiam, Merger Sub, and CompCare are parties to that certain Amended and Restated Agreement and Plan of Merger dated January 26, 2007 (the “Merger Agreement”).

     B.      Section 7(a)(i) of the Merger Agreement provides that the Parties may terminate the Merger Agreement by mutual written consent at any time prior to the Effective Time.

AGREEMENT:

     NOW, THEREFORE, for good and valuable consideration, the receipt of which is hereby acknowledged, the parties hereto mutually agree as follows:

     1.      Termination. Effective immediately, the Merger Agreement is hereby terminated and of no further force or effect.

     2.      Mutual Release. Each party hereby releases and discharges the others from any and all obligations arising under the Merger Agreement.

     3.      Counterparts. This Agreement may be executed in one or more counterparts, which, when taken together, shall constitute one and the same original. In addition, facsimiles of signed documents shall be binding, the same as the original of such signed document.

     4.      Parties in Interest. Nothing in this Agreement shall confer any rights or remedies under or by reason of this Agreement on any persons or entities other than the signatories hereto.

     5.      Complete Agreement. This Agreement constitutes the complete and exclusive statement of agreement between the parties with respect to the subject matter herein and replaces and supersedes all prior written and oral agreements or statements by and between the parties. No representation, statement, condition or warranty not contained in this Agreement will be binding on the parties hereto or have any force or effect whatsoever.

     IN WITNESS WHEREOF, the parties have signed this Agreement on the date first written above and each of the individuals signing below warrants that he or she has the authority to sign for and on behalf of the respective parties.

HYTHIAM, INC., a Delaware corporation
By:	/s/ Chuck Timpe
	Name:	Chuck Timpe
	Title:	Chief Financial Officer

HCCC ACQUISITION CORPORATION, a Delaware corporation
By:	/s/ Chuck Timpe
	Name:	Chuck Timpe
	Title:	Chief Financial Officer

COMPREHENSIVE CARE CORPORATION, a Delaware corporation
By:	/s/ Robert J. Landis
	Name:	Robert J. Landis
	Title:	Chairman & CFO