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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported): FEBRUARY 7, 1996
COMPREHENSIVE CARE CORPORATION
(Exact name of registrant as specified in Charter)
DELAWARE 0-5751 95-2594724
(State or other (Commission (IRS Employer
jurisdiction of File Number) Identification No.)
incorporation)
350 WEST BAY STREET, COSTA MESA, CALIFORNIA 92627
(Address of principal executive offices) (zip code)
(714) 222-2273
(Registrant's telephone number, including area code)
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ITEM 5. OTHER EVENTS
The Company announced on February 7, 1996 that it had entered into a letter of
intent to acquire Mustard Seed Corporation ("Mustard Seed") in a stock exchange
of all of the issued and outstanding shares of Mustard Seed. It is contemplated
that all of the shareholders of Mustard Seed will receive shares of the
Company's common stock having an aggregate market value of $9.0 million, subject
to adjustment, based upon the closing price for the Company's common stock on
the New York Stock Exchange, Inc. on the day immediately prior to the closing of
the transaction. The closing of the transaction is subject to certain
contingencies including the execution of a definitive agreement and the approval
of the transaction by the Company's stockholders at a special meeting to be held
for such purpose in the near future.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(C) EXHIBITS.
EXHIBIT NO. DESCRIPTION
99.7 Press Release dated February 7, 1996.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
COMPREHENSIVE CARE CORPORATION
(Registrant)
By: /s/ Kerri Ruppert
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Kerri Ruppert, Senior Vice President and
Chief Accounting Officer
(Principal Accounting Officer)
Dated: February 12, 1996
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EXHIBIT 99.7
COMPCARE TO ACQUIRE MUSTARD SEED
Corona del Mar, California, February 7, 1996: Comprehensive Care Corporation
(NYSE:CMP), ("CompCare") today announced the signing of a binding letter of
intent to acquire Mustard Seed Corporation of Philadelphia, Pennsylvania in an
anticipated tax free exchange of Comprehensive Care Corporation common stock.
Mustard Seed is a managed behavioral health care company that specializes in
servicing approximately 140,000 people in the public sector for psychiatric and
substance abuse disorders. The closing of the transaction is subject to certain
contingencies including approval by Comprehensive Care shareholders.
Chriss Street, President and CEO, stated that "The combination of Mustard Seed
with CompCare's managed behavioral care division will approximately double our
current managed care revenues and create the largest provider of Medicaid mental
health services in the United States. Furthermore, we believe the merger will be
synergistic in combining management skill sets and has the potential to
dramatically accelerate our growth as cities, counties and states focus on
gaining efficiencies and improving outcomes through capitation."
Francis X. Selgrath, founder and Chairman of the Board of Mustard Seed, stated
"We looked long and hard for the ideal partner. CompCare's reputation for
business integrity, quality of services and fastest growth in the industry means
that we are assured that our customers will be well serviced by the combination
of Mustard Seed with CompCare."
CompCare provides "Disease State Management" of catastrophic and chronic
diseases to HMOs, Government and corporations throughout the United States.
