<PAGE> 1
As filed with the Securities and Exchange Commission on November 8, 1996
REGISTRATION NO. 333-_______
================================================================================
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
_______________________
FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
_______________________
COMPREHENSIVE CARE CORPORATION
(Exact name of issuer as specified in its charter)
_______________________
DELAWARE 95-2594724
(State of incorporation) (I.R.S. Employer Identification No.)
1111 BAYSIDE DRIVE, CORONA DEL MAR, CALIFORNIA 92625
(Address of principal executive offices) (Zip code)
-----------------------
COMPREHENSIVE CARE CORPORATION
1988 INCENTIVE STOCK OPTION PLAN
1988 NONSTATUTORY STOCK OPTION PLAN
1995 INCENTIVE PLAN
1995 AMENDED AND RESTATED NON-EMPLOYEE DIRECTORS STOCK OPTION PLAN
MISCELLANEOUS WRITTEN COMPENSATION AGREEMENTS WITHIN THE DEFINITION
OF EMPLOYEE BENEFIT PLAN AS DEFINED UNDER RULE 405
OF REGULATION C OF THE GENERAL RULES AND REGULATIONS
UNDER THE SECURITIES ACT OF 1933, AS AMENDED
___________________________
(FULL TITLES OF THE PLANS)
___________________________
Kerri Ruppert, Senior Vice President, Chief Financial Officer
and Secretary/Treasurer
Comprehensive Care Corporation
1111 Bayside Drive
Corona del Mar, California 92625
(Name and address of agent for service)
(714) 222-2273
(Telephone number, including area code, of agent for service)
COPY TO:
Charles P. Axelrod, Esq.
Camhy Karlinsky & Stein LLP
1740 Broadway, New York, New York 10019-4315
(212) 977-6600
<TABLE>
<CAPTION>
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)(2) PER SHARE (3) PRICE(3) REGISTRATION FEE
---------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 1,435,000 shares $12.125 $17,399,375 $6,000
---------------------------------------------------------------------------------------------------------------
</TABLE>
(1) Pursuant to Rule 416(c), an additional indeterminate number of shares of
Common Stock, par value $.01 ("Common Stock") and other securities that may
become issuable in connection with the anti-dilution adjustment provisions
of the Comprehensive Care Corporation 1988 Incentive Stock Option Plan (the
"1988 ISO Plan") and 1988 Nonstatutory Stock Option Plan (the "1988 NSO
Plan"), the 1995 Incentive Plan (the "1995 Incentive Plan"), the 1995
Amended and Restated Non-Employee Directors Stock Option Plan (the
"Directors Plan") and miscellaneous written compensation agreements
providing for the grant of stock options to employees (the "Compensatory
Grants") (each individually the "Plan" and collectively the "Plans").
(footnotes continued on following page)
<PAGE> 2
(footnotes continued from previous page)
(2) Of the total amount of shares of Common Stock being registered, 95,000
shares of Common Stock consisting of 75,000 shares under the 1988 ISO Plan
and 20,000 shares under the 1988 NSO Plan were included in the Registration
Statement filed on Form S-8, No. 33-27213, filed on February 23, 1989. An
additional 75,000 shares of Common Stock under the 1988 ISO Plan and 20,000
shares of Common Stock under the 1988 NSO Plan were included in a
Registration Statement on Form S-8, No. 33-43841 filed on November 7, 1995.
Subsequent to the filing of the aforementioned Registration Statements, the
1988 ISO Plan and the 1988 NSO Plan were amended to increase the total
number of shares available under the 1988 ISO Plan from 150,000 shares to
500,000 shares and to increase the number of shares available under the
1988 NSO Plan from 40,000 shares to 200,000 shares. This Registration
Statement accordingly covers 190,000 shares of Common Stock under the 1988
ISO Plan and the 1988 NSO Plan previously registered on Form S-8, and an
additional 510,000 shares which became available under the 1988 ISO Plan
and 1988 NSO Plan as a result of amendments adopted on November 14, 1994.
(3) 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 a closing price of $12.125 for shares of the Common
Stock reported by the New York Stock Exchange on November 7, 1996.
<PAGE> 3
PART I
This Registration Statement relates to (i) 500,000 shares of Common Stock,
$.01 par value, of Comprehensive Care Corporation (the "Company") authorized
for issuance under the Company's 1988 Incentive Stock Option Plan, as amended
November 14, 1994 (the "1988 ISO Plan"), (ii) 200,000 shares of Common Stock of
the Company authorized for issuance under the Company's 1988 Nonstatutory Stock
Option Plan, as amended November 14, 1994 (the "1988 NSO Plan"), (iii) 450,000
shares of Common Stock authorized for issuance under the Company's 1995
Incentive Plan (the "1995 Incentive Plan"), (iv) 250,000 shares of Common Stock
authorized for issuance to non-employee directors of the Company under the
Company's 1995 Non-Employee Directors Plan (the "Directors Plan") and (v) an
aggregate of 35,000 shares of Common Stock authorized for issuance pursuant to
miscellaneous written compensation agreements with two (2) employees, which
provide for the grant of options outside of option plans (the "Compensatory
Grants").
The document(s) containing the information specified in Part I of Form S-8
will be sent or given to participants in the 1988 ISO Plan, 1988 NSO Plan, 1995
Incentive Plan, Directors Plan and recipients of Compensatory Grants, as
specified by Rule 428(b)(1). In accordance with the instructions to Part I of
Form S-8, such document(s) are not being filed with the Securities and Exchange
Commission as part of the registration statement or as prospectuses or
prospectus supplements pursuant to Rule 424. The foregoing documents and the
documents incorporated by reference in this Registration Statement pursuant to
Item 3 of Part II of this Registration Statement, taken together, constitute a
Prospectus that meets the requirements of Section 10(a) of the Securities Act
of 1933, as amended.
1
<PAGE> 4
PART II
ITEM 3. INCORPORATION OF CERTAIN ITEMS BY REFERENCE
The following documents, heretofore filed by Comprehensive Care Corporation
(the "Company") with the Securities and Exchange Commission pursuant to the
Exchange Act, are hereby incorporated by reference:
1. The Company's Annual Report on Form 10-K for the fiscal year ended May
31, 1996, filed August 29, 1996;
2. Amendment to Annual Report on Form 10-K/A No.1 filed on September 27,
1996;
3. Amendment to Annual Report on Form 10-K/A No. 2 filed on November 7,
1996.
4. The Company's Quarterly Report on Form 10-Q for the quarter ended
August 31, 1996, filed October 15, 1996;
5. Current Report on Form 8-K dated July 15, 1996;
6. Current Report on Form 8-K dated August 14, 1996;
7. Current Report on Form 8-K dated September 6, 1996;
8. Current Report on Form 8-K dated October 5, 1996;
9. Current Report on Form 8-K dated October 22, 1996;
10. Proxy Statement in connection with Annual Meeting of Shareholders to
be held on December 10, 1996;
11. All other reports filed by the Registrant pursuant to Section 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year covered by
the Annual Report referred to in (1) above.
All documents filed by the Company subsequent to the date of this
Prospectus pursuant to Section 13(a), 13(c), 14 or 15(d) of the Exchange Act
and prior to the filing of a post-effective amendment which indicates that all
shares of Common Stock offered hereby have been sold or which deregisters all
shares of Common Stock 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 of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed modified or superseded for purposes of this Registration Statement to
the extent that a statement contained herein or in any other subsequently filed
document which also is or is deemed to be incorporated by reference herein
modifies or supersedes such statement. Any
II-1
<PAGE> 5
such statement so modified or superseded shall not be deemed, except as so
modified or superseded, to constitute a part of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
The Consolidated Financial Statements of the Company as of May 31,1996
and 1995 included in the Company's Annual Report on Form 10-K/A No. 2 for each
of the two years ended May 31, 1996 and 1995 have been audited by Ernst & Young
LLP, independent auditors, as indicated in their report thereon (which contains
an explanatory paragraph with respect to the Company's ability to continue as a
going concern as mentioned in Note 2 to the Consolidated Financial Statements)
and included herein by reference. Such Consolidated Financial Statements are,
and audited Consolidated Financial Statements to be included in subsequently
filed documents will be, incorporated herein in reliance upon the reports of
Ernst & Young LLP pertaining to such Financial Statements (to the extent covered
by consents filed with the Securities and Exchange Commission), and upon the
authority of said firm as experts in accounting and auditing.
The Consolidated Financial Statements of the Company for the fiscal year
ended May 31, 1994, included in the Company's Annual Report on Form 10-K/A No. 2
for the fiscal year ended May 31, 1996, incorporated by reference in this
Registration Statement have been audited by Arthur Andersen LLP, independent
public accountants, as indicated in their report with respect thereto, and are
included herein in reliance upon the authority of said firm as experts in
accounting and auditing in giving said report. Reference is made to such report
which includes an explanatory paragraph with respect to the Company's ability to
continue as a going concern.
The legality of the shares of Common Stock offered hereunder has been
passed upon by Camhy Karlinsky & Stein LLP, 1740 Broadway, New York, New York
10019-4315.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
The Company's Bylaws require the Company to indemnify, to the full extent
authorized by Section 145 of the Delaware Corporation Law, any person with
respect to any civil, criminal, administrative or investigative action or
proceeding instituted or threatened by reason of the fact that he, his testator
or intestate is or was a director, officer or employee of the Company or any
predecessor of the Company is or was serving at the request of the Company or a
predecessor of the Company as a director, officer, employee or agent of another
corporation, partnership, joint venture, trust or other enterprise.
Section 145 of the General Corporation Law of the State of Delaware
authorizes the indemnification of directors and officers against liability
incurred by reason of being a director or
II-2
<PAGE> 6
officer and against expenses (including attorneys fees) in connection with
defending any action seeking to establish such liability, in the case of
third-party claims, if the officer or director acted in good faith and in a
manner he reasonably believed to be in or not opposed to the best interests of
the corporation and if such officer or director shall not have been adjudged
liable for negligence or misconduct, unless a court otherwise determines.
Indemnification is also authorized with respect to any criminal action or
proceeding where the officer or director had no reasonable cause to believe his
conduct was unlawful.
In accordance with Section 102(a)(7) of the Delaware General Corporation
Law, the Company's Amended Certificate of Incorporation eliminates the personal
liability of directors to the Company and to stockholders for monetary damage
for violation of a director's fiduciary duty of care.
Registrant's Bylaws provide that the Registrant shall indemnify directors
and officers of the Registrant to the fullest extent permitted by the Delaware
General Corporation Law, and further provide for advancement of expenses to
directors and officers prior to final disposition of a matter unless a quorum
of disinterested directors (or independent legal counsel if such a quorum is
unobtainable or such a quorum so directs) determines, based on the facts then
available, that (a) such director or officer acted in bad faith or deliberately
breached his duty to the Registrant or its stockholders and (b) as a result of
such actions, it is more likely than not that it will be ultimately determined
that such director or officer is not entitled to indemnification. The
Registrant's Bylaws, as amended, provide that such indemnification is not
exclusive of indemnification pursuant to indemnification agreements with any of
its directors and officers or otherwise.
The Registrant has entered into indemnification agreements with present and
former directors and present and former executive officers of the Company, each
of which provide for the indemnification of such director or officer against
any and all expenses, judgments, fines, penalties and amounts paid in
settlement, to the fullest extent permitted by law; and
The Registrant has established the Comprehensive Care Corporation Directors
and Officers Trust, a fund which is used exclusively for the purpose of
fulfilling the obligations of the Registrant to the indemnitees under such
indemnification agreements. The Registrant's contributions to the trust fund
are irrevocable until the trust terminates. The Registrant may augment its
contributions to such trust fund from time to time.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, the Company has been informed
that in the opinion of the Securities and Exchange Commission such
indemnification is against public policy as expressed in such Act and is
therefore unenforceable.
ITEM 7. EXEMPTION FROM REGISTRATION
Not Applicable.
II-3
<PAGE> 7
ITEM 8. EXHIBITS
The exhibits designated with an asterisk (*) have previously been filed
with the Commission and, pursuant to 17 C.F.R. Secs. 201.24 and 240.12b-32, are
incorporated by reference to the document referenced in brackets following the
descriptions of such exhibits. Those exhibits not so designated are filed
herewith.
<TABLE>
<CAPTION>
Exhibit No. Description
- ----------- -----------
<S> <C>
3.1* Amended and Restated Certificate of Incorporation (filed as an exhibit
to quarterly report on Form 10-Q for the quarter ended February 28,
1995)
3.2* Restated Bylaws as amended November 14, 1994 (filed as an exhibit to
quarterly report on Form 10-Q for the quarter ended February 28, 1995)
4.1* Indenture dated April 25, 1985 between Registrant and Bank of America,
NT&A, relating to Convertible Subordinated Debentures (filed as an
exhibit to Registration Statement on Form S-3, No. 2-97160)
4.2* Rights Agreement dated as of April 19, 1988 between Registrant and
Security Pacific National Bank (filed as an exhibit to current report
on Form 8-K dated May 4, 1988)
4.3* Rights Agreement between Registrant and Continental Stock Transfer &
Trust Company dated April 19, 1988, restated and amended October 21,
1994 (filed as an exhibit to quarterly report on Form 10-Q for the
quarter ended November 30, 1994)
5.1 Opinion and Consent of Camhy Karlinsky & Stein LLP
23.1 Consent of Camhy Karlinsky & Stein LLP is contained in their opinion
filed as Exhibit 5.1
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
24 Power of Attorney contained at Signature Page
99.1* 1988 Incentive Stock Option and 1988 Nonstatutory Stock Option Plans,
as amended (filed as exhibits to quarterly report on Form 10-Q for the
quarter ended November 30, 1994)
</TABLE>
II-4
<PAGE> 8
<TABLE>
<S> <C>
99.2* 1995 Incentive Plan (filed as an exhibit to current report on Form 8-K
dated November 9, 1995)
99.3* 1995 Non-Employee Directors Stock Option Plan (filed as an exhibit to
current report on Form 8-K dated November 9, 1995)
</TABLE>
ITEM 9. UNDERTAKING
The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made, a
post-effective amendment to this Registration Statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act of 1933;
(ii) To reflect in the Prospectus any facts or events arising after
the effective date of the Registration Statement (or the most recent
post-effective amendment thereof) which, individually or in the aggregate,
represent a fundamental change in the information set forth in the
Registration Statement;
(iii) To include any material information with respect to the plan of
distribution not previously disclosed in the Registration Statement or any
material change to such information in the Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to
be a new Registration Statement relating to the securities offered therein, and
the offerings of such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment any
of the securities being registered which remain unsold at the termination of
the offering.
(4) That for purposes of determining any liability under the Securities
Act of 1933, the information omitted from the form of Prospectus filed as part
of this Registration Statement in reliance upon Rule 430A and contained in a
form of Prospectus filed by the Registrant pursuant to Rule 424(b)(i) or (4) of
497(h) under the Securities Act shall be deemed to be part of this Registration
Statement as of the time it was declared effective; and
(5) That for the purpose of determining any liability under the Securities
Act of 1933, each post-effective amendment that contains a form of Prospectus
shall be deemed to be a new Registration Statement relating to the securities
offered therein, and the offering of such securities at that time shall be
deemed to be the initial bona fide offering thereof.
(6) The undersigned hereby undertakes that, for the purposes of
determining any liability under the Securities Act of 1933, each filing of the
registrant's annual report pursuant to Section 13(a) or
II-5
<PAGE> 9
15(d) of the Securities Exchange of 1934 Act (and, where applicable, each
filing of an employee benefit plan's annual report pursuant to Section 15(d) of
the Securities Exchange Act of 1934) that is incorporated by reference in the
Registration Statement shall be deemed to be a new Registration Statement
relating to the securities offered therein, and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof.
Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
Registrant pursuant to the provisions of its Bylaws, of the Delaware
Corporation Law, or otherwise, the Registrant has been advised that in the
opinion of the Securities and Exchange Commission such indemnification is
against public policy as expressed in the Act and is, therefore, unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the issuer of expenses incurred or paid by a director,
officer or controlling person of the Registrant in the successful defense of
any action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Registrant will, unless in the opinion of its counsel the matter has been
settled by controlling precedent, submit to a court of appropriate jurisdiction
the question whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
II-6
<PAGE> 10
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 November 7,
1996.
COMPREHENSIVE CARE CORPORATION
By: /s/ KERRI RUPPERT
----------------------------------------
Kerri Ruppert, Senior Vice President,
Chief Financial Officer, Chief Accounting
Officer and Secretary/Treasurer
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
and Kerri Ruppert or either of them his/her true and lawful attorney-in-fact and
agent with full power of substitution and resubstitution, for him/her and in
his/her name, place and stead, in any and all capacities to sign any or all
amendments to this Registration Statement, and to file the same with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said attorneys-in-fact and
agents, 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 his/her 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.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ CHRISS W. STREET Chairman of the Board, President November 7, 1996
- ------------------------------- and Chief Executive Officer
Chriss W. Street
/s/ STUART J. GHERTNER Interim Chief Operating Officer November 7, 1996
- -------------------------------
Stuart J. Ghertner, Ph.D.
/s/ KERRI RUPPERT Senior Vice President, Chief Financial November 7, 1996
- ------------------------------- Officer, Chief Accounting Officer and
Kerri Ruppert Secretary/Treasurer
/s/ J. MARVIN FEIGENBAUM Vice-Chairman of the Board November 7, 1996
- -------------------------------
J. Marvin Feigenbaum
/s/ WILLIAM H. BOUCHER Director November 7, 1996
- -------------------------------
William H. Boucher
/s/ W. JAMES NICOL Director November 7, 1996
- -------------------------------
W. James Nicol
</TABLE>
II-7
<PAGE> 11
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit Number Description
- -------------- -----------
<S> <C>
3.1* Amended and Restated Certificate of Incorporation (filed as an exhibit
to quarterly report on Form 10-Q for the quarter ended February 28,
1995)
3.2* Restated Bylaws as amended November 14, 1994 (filed as an exhibit to
quarterly report on Form 10-Q for the quarter ended February 28, 1995)
4.1* Indenture dated April 25, 1985 between Registrant and Bank of America,
NT&A, relating to Convertible Subordinated Debentures (filed as an
exhibit to Registration Statement on Form S-3, No. 2-97160)
4.2* Rights Agreement dated as of April 19, 1988 between Registrant and
Security Pacific National Bank (filed as an exhibit to current report on
Form 8-K dated May 4, 1988)
4.3* Rights Agreement between Registrant and Continental Stock Transfer &
Trust Company dated April 19, 1988, restated and amended October 21,
1994 (filed as an exhibit to quarterly report on Form 10-Q for the
quarter ended November 30, 1994)
5.1 Opinion and Consent of Camhy Karlinsky & Stein LLP
23.1 Consent of Camhy Karlinsky & Stein LLP is contained in their opinion
filed as Exhibit 5.1
23.2 Consent of Ernst & Young LLP
23.3 Consent of Arthur Andersen LLP
24 Power of Attorney contained at Signature Page
99.1* 1988 Incentive Stock Option and 1988 Nonstatutory Stock Option Plans, as
amended (filed as exhibits to quarterly report on Form 10-Q for the
quarter ended November 30, 1994)
99.2* 1995 Incentive Plan (filed as an exhibit to current report on Form 8-K
dated November 9, 1995)
99.3* 1995 Non-Employee Directors Stock Option Plan (filed as an exhibit to
current report on Form 8-K dated November 9, 1995)
</TABLE>
<PAGE> 1
Exhibit 5.1
[LETTERHEAD OF CAMHY KARLINSKY & STEIN LLP]
1740 BROADWAY
NEW YORK, NEW YORK 10019-4315
(212) 977-6600
November 7, 1996
Comprehensive Care Corporation
1111 Bayside Drive
Corona del Mar, California 92625
Re: Comprehensive Care Corporation
Registration Statement on Form S-8
Filed on November 8, 1996
----------------------------------
Dear Sir/Madam:
We have reviewed a Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933, as amended
(the "Act"), by Comprehensive Care Corporation, a Delaware corporation (the
"Company"), on November 8, 1996. The Registration Statement has been filed for
the purpose of registering for offer and sale under the Act: 500,000 shares of
the Company's Common Stock, $.01 par value (the "Common Stock") issuable under
the Company's 1988 Incentive Stock Option Plan (the "1988 ISO Plan"); 200,000
shares of the Company's Common Stock issuable under the Company's 1988
Nonstatutory Stock Option Plan (the "1988 NSO Plan"); 450,000 shares of the
Company's Common Stock issuable under the Company's 1995 Incentive Plan (the
"1995 Incentive Plan"); and 250,000 shares of the Company's Common Stock
issuable under the Company's 1995 Amended and Restated Non-Employee Directors
Stock Option Plan (the "1995 Directors Plan"). The 1988 ISO Plan, the 1988 NSO
Plan, 1995 Incentive Plan, and 1995 Directors Plan are sometimes referred to as
the "Option Plans") and the shares of Common Stock issuable upon the exercise of
options granted the Plans or issuable or issued pursuant to grants of restricted
stock are sometimes referred to as the "Shares."
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 12,500,000
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.
We hereby consent to the use of this opinion as an exhibit to the
Registration Statement and to the reference to our firm under the caption "Legal
Matters" in the Prospectus forming a part of the Registration Statement.
Very truly yours,
/s/ CAMHY KARLINSKY & STEIN LLP
-------------------------------
Camhy Karlinsky & Stein LLP
<PAGE> 1
EXHIBIT 23.2
CONSENT OF INDEPENDENT AUDITORS
We consent to the reference to our firm under the caption "Interests of Named
Experts and Counsel" in the Registration Statement on Form S-8 of Comprehensive
Care Corporation and subsidiaries for the registration of 1,435,000 shares of
Comprehensive Care Corporation's common stock and to the incorporation by
reference therein or our report dated August 27, 1996, with respect to the
consolidated financial statements of Comprehensive Care Corporation and
subsidiaries included in its Annual Report (Form 10-K), as amended, for the year
ended May 31, 1996, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
November 8, 1996
<PAGE> 1
EXHIBIT 23.3
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the incorporation by
reference in this Registration Statement on Form S-8 of Comprehensive Care
Corporation and Subsidiaries of our report dated August 22, 1994, included in
Comprehensive Care Corporation and Subsidiaries Form 10-K, as amended, for the
year ended May 31, 1996, and to all references to our firm included in this
Registration Statement. It should be noted that we have not audited any
financial statements of the Company subsequent to May 31, 1994, or performed any
audit procedures subsequent to the date of our report.
/s/ Arthur Anderson LLP
ARTHUR ANDERSEN LLP
St. Louis, Missouri
November 8, 1996
