File No. 333-33971
Rule 424(c)
SUPPLEMENT TO FORM S-8 REGISTRATION STATEMENT
DATED AUGUST 13, 1997
The description of the securities registered in the Metropolitan Health
Networks, Inc. Form S-8 Registration Statement, file no. 333-33971, in the
section "Consulting Agreement" on page 5 is revised to provide the following:
On July 28, 1997, the Company and Lion Capital Corporation, a
corporation owned and controlled by Debra Kevorkian and Paul Frazzini, entered
into a Consulting Agreement pursuant to which consultant provide advice to the
Company concerning its related services including (i) further development
enhancement of current operations and recommendations with regards to additional
services and geographic service expansion; (ii) research evaluation, due
diligence negotiation with respect to strategic partners joint ventures,
acquisitions and other venture partners; (iii) negotiations, introductions and
evaluations of sources of credit, banking relationships and related financial
opportunities; (iv) marketing surveys and studies and general marketing
assistance; (v) assistance and advice with respect to shareholder investor
relations and assistance to the Company in the preparation of reports to its
shareholders and investors. As compensation for its services rendered under the
Consulting Agreement, Consultant received 10,000 shares of the Company's Common
Stock and an Option to purchase an aggregate of 150,000 shares. The Option shall
be exercisable as to the first 100,500 shares at any time during the twenty one
(21) month period commencing July 28, 1997 and expiring on April 1, 1999, as
follows: (i) the Option as to Thirty-Three Thousand Five Hundred (33,500) shares
shall be exercisable at a purchase price of $2.65 per share, (ii) the Option as
to an additional Thirty-Three Thousand Five Hundred (33,500) shares shall be
exercisable at a purchase price of $2.65 per share, and (iii) the Option as to
the remaining Thirty-Three Thousand Five Hundred (33,500) shares shall be
exercisable at a purchase price of $2.65 per share. The Option shall be
exercisable as to the remaining 49,500 shares at any time commencing April 1,
1998 and expiring on April 1, 1999, as follows: (i) the Option as to Sixteen
Thousand Five Hundred (16,500) shares shall be exercisable at a purchase price
of $2.65 per share, (ii) the Option as to an additional Sixteen Thousand Five
Hundred (16,500) shares shall be exercisable at a purchase price of $2.65 per
share, and (iii) the Option as to the remaining Sixteen Thousand Five Hundred
(16,500) shares shall be exercisable at a purchase price of $2.65 per share. The
purchase price for the exercise of the options is payable in cash, and the price
of the shares of Common Stock shall be paid in full upon exercise of the
options. There are no redemption rights in connection with the options.
The date of this Supplement is October 7, 1998.
