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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 10-K/A
AMENDMENT NO. 5
[X] Annual Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the fiscal year ended May 31, 1995 or
[ ] Transition Report Pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934
For the transition period from __________ to __________
Commission file number 0-5751
COMPREHENSIVE CARE CORPORATION
(Exact name of Registrant as specified in its charter)
Delaware 95-2594724
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1111 Bayside Drive
Suite 100
Newport Beach, California 92625
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (714) 222-2273
SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE ACT:
Name of each exchange on
Title of each class which registered
------------------- ------------------------
Common Stock, Par Value $.01 per share New York Stock Exchange, Inc.
Common Share Purchase Rights New York Stock Exchange, Inc.
SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE ACT:
7 1/2% Convertible Subordinated Debentures due 2010 Over-the-Counter
(Title of Class)
Indicate by check mark whether the Registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
Registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days.
Yes X No
--- ---
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of Registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [X]
The aggregate market value of voting stock held by non-affiliates of the
Registrant at August 31, 1995, was $20,635,655 based on the closing sale price
of the Common Stock on August 31, 1995 as reported on the New York Stock
Exchange composite tape.
At August 31, 1995, the Registrant had 2,637,003 shares of Common Stock
outstanding.
The aggregate market value of Registrant's Common Stock held by
non-affiliates as of August 31, 1995 and the number of shares outstanding,
includes an aggregate of 422,500 shares previously sold by the Registrant and
which the Registrant is obligated to issue. Issuance of which is pending the
completion of administerial acts.
DOCUMENTS INCORPORATED BY REFERENCE
Part III incorporates information by reference from the Registrant's
definitive proxy statement for the Registrant's 1995 annual meeting of
stockholders presently scheduled to be held on November 9, 1995, which Proxy
Statement will be filed no later than 120 days after the close of the
Registrant's fiscal year ended May 31, 1995.
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REPORT OF INDEPENDENT AUDITORS
The Board of Directors and Stockholders of
Comprehensive Care Corporation
We have audited the accompanying consolidated balance sheet of
Comprehensive Care Corporation and subsidiaries as of May 31, 1995 and the
related consolidated statements of operations, stockholders' equity and cash
flows for the year then ended. These financial statements are the
responsibility of the Company's management. Our responsibility is to express
an opinion on these financial statements based on our audit.
We conducted our audit in accordance with generally accepted
auditing standards. Those standards require that we plan and perform our audit
to obtain reasonable assurance about whether the financial statements are free
of material misstatement. An audit includes examining, on a test basis,
evidence supporting the amounts and disclosures in the financial statements.
An audit also includes assessing the accounting principles used and significant
estimates made by management, as well as evaluating the overall financial
statement presentation. We believe that our audit provides a reasonable basis
for our opinion.
In our opinion, the consolidated financial statements referred to
above present fairly, in all material respects, the consolidated financial
position of Comprehensive Care Corporation and subsidiaries as of May 31, 1995,
and the consolidated results of their operations and their cash flows for the
year then ended, in conformity with generally accepted accounting principles.
The accompanying consolidated financial statements for the year
ended May 31, 1995 have been prepared assuming the Company will continue as a
going concern. As more fully described in Note 2, the Company has reported
annual net losses for each of the last five fiscal years and has a working
capital deficiency of $15.3 million and a deficit in total stockholders' equity
of $4.9 million as of May 31, 1995. Approximately $9.5 million of the working
capital deficiency arises from presentation of the Company's convertible
subordinated debentures as currently payable due to default in the payment of
interest on this obligation commencing October 1994. The Company is seeking to
remedy this default through the debenture exchange offer described in Note 10.
Among other terms this proposed transaction requires the holders of a majority
of the debentures to give their approval to rescind the acceleration, and the
Company to obtain and expend up to $5.5 million in cash during fiscal 1996 over
and above cash required to fund other financing, operating and investing needs.
No assurance can be given that the debenture exchange will be successfully
accomplished, and the failure to reach a settlement with the holders of the
Company's debentures through the debenture exchange or otherwise may cause the
debenture holders to pursue the involuntary bankruptcy of the Company and/or
the Company to take alternative actions including filing for voluntary
protection from creditors. These conditions raise substantial doubt about the
Company's ability to continue as a going concern. Management's plans in regard
to these matters are described in Note 2. The 1995 consolidated financial
statements do not include any adjustments to reflect the possible future
effects on the recoverability and classification of assets or the amounts and
classification of liabilities that may result from the outcome of this
uncertainty.
ERNST & YOUNG LLP
Orange County, California
September 7, 1995
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SIGNATURES
Pursuant to the requirements of Sections 13 or 15(d) of the Securities
Exchange Act of 1934, the Company has duly caused this report to be signed on
its behalf by the undersigned, thereunto duly authorized, September 13, 1996.
COMPREHENSIVE CARE CORPORATION
By /s/ CHRISS W. STREET
------------------------------------
Chriss W. Street
Chairman and Chief Executive Officer
By /s/ KERRI RUPPERT
------------------------------------
Kerri Ruppert
(Principal Financial and
Accounting Officer)
Pursuant to the requirements of the Securities Exchange Act of 1934,
this report has been signed below by the following persons on behalf of the
Company and in the capacities and on the dates so indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CHRISS W. STREET Chairman, President and
- --------------------------- Chief Executive Officer
Chriss W. Street (Principal Executive Officer) September 13, 1996
/s/ KERRI RUPPERT Senior Vice President,
- --------------------------- Secretary/Treasurer and
Kerri Ruppert Chief Financial Officer
(Principal Financial and
Accounting Officer) September 13, 1996
/s/ J. MARVIN FEIGENBAUM Vice Chairman September 13, 1996
- ---------------------------
J. Marvin Feigenbaum
/s/ WILLIAM H. BOUCHER Director September 13, 1996
- ---------------------------
William H. Boucher
/s/ W. JAMES NICOL Director September 13, 1996
- ---------------------------
W. James Nicol
</TABLE>
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