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As filed with the Securities and Exchange Commission on January 16, 1998
REGISTRATION NO. 333-________
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
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DELAWARE 95-2594724
(State of Incorporation) (I.R.S. Employer Identification No.)
1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CA 92625
(Address of Principal Executive Offices) (Zip Code)
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COMPREHENSIVE CARE CORPORATION
1995 INCENTIVE PLAN
(Full Title of the Plan)
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CHRISS W. STREET, CHAIRMAN, PRESIDENT,
CHIEF EXECUTIVE OFFICER AND CHIEF OPERATING OFFICER
COMPREHENSIVE CARE CORPORATION
1111 BAYSIDE DRIVE, SUITE 100, CORONA DEL MAR, CALIFORNIA 92625
(Name and Address of Agent For Service)
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(813) 876-5036
(Telephone Number, Including Area Code, of Agent For Service)
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Please send copies of all communications to:
CHARLES P. AXELROD, ESQ.
WILLIE E. DENNIS, ESQ.
CAMHY KARLINSKY & STEIN LLP
1740 BROADWAY, NEW YORK, NEW YORK 10019-4315
(212) 977-6600
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CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
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Proposed Maximum Proposed Maximum
Title of Securities Amount to be Offering Price Aggregate Offering Amount of
to be Registered Registered (1) Per Share (2) Price (2) Registration Fee
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<S> <C> <C> <C> <C>
Common Stock,
$.01 par value 150,000 shares $8.31 $1,246,500 $370
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</TABLE>
(1) On November 8, 1996, the Company filed a Registration Statement on Form S-8
(the "1996 S-8 Registration Statement") registering (i) an aggregate of
1,435,000 shares of common stock, $.01 par value ("Common Stock") relating
to Comprehensive Care Corporation's 1988 Incentive Stock Option Plan (the
"1988 ISO Plan"), 1988 Nonstatutory Stock Option Plan (the "1988 NSO Plan")
the 1995 Amended and Restated Non-Employee Directors Stock Option Plan (the
"Directors Plan") and (ii) pursuant to Rule 416, an additional
indeterminate number of shares of Common Stock and other securities that
may become issuable in connection with the anti-dilution provisions of the
1988 ISO Plan, the 1988 NSO Plan, the 1995 Incentive Plan and the Directors
Plan and miscellaneous written compensation agreements providing for
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the grant of stock options to employees. At the time of the filing of the
1996 Registration Statement all applicable filing fees were paid by the
Company. On December 8, 1997, the shareholders of the Company approved an
amendment to the Company's 1995 Incentive Plan increasing the number of
shares of Common Stock issuable thereunder from 450,000 to 600,000. This
Registration Statement is being filed pursuant to the Paragraph E of the
General Instructions of Form S-8 for the purposes of registering such
additional number of shares of Common Stock issuable under the 1995
Incentive Plan.
(2) 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 the average of the high and low prices of the
shares of the Common Stock as reported by the New York Stock Exchange on
January 13, 1998.
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PART II
Pursuant to the General Instructions E to Form S-8, the contents of
Comprehensive Care Corporation's (the "Registrant" or the "Company") earlier
Registration Statement on Form S-8, File No. 333-15929, are incorporated by
reference.
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE.
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The following documents, heretofore filed by the Company with the
Securities and Exchange Commission pursuant to the Securities and Exchange Act
of 1934 (the "Exchange Act"), are hereby incorporated by reference:
(a) the Company's Annual Report on Form 10-K for the fiscal year
ended May 31, 1997;
(b) the Company's Proxy Statement, dated October 17, 1997, relating
to the Annual Meeting of Shareholders held on December 8, 1997;
(c) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended August 31, 1997;
(d) the Company's Quarterly Report on Form 10-Q for the quarterly
period ended November 30, 1997; and
(e) Current Report on Form 8-K filed August 26, 1997;
(f) Current Report on Form 8-K filed September 12, 1997;
(g) Current Report on Form 8-K filed October 3, 1997;
(h) Current Report on Form 8-K filed December 9, 1997;
(i) Current Report on Form 8-K filed January 9, 1998; and
(j) all other reports filed by the Company pursuant to 13(a) or
15(d) of the Exchange Act, since the end of the fiscal year
covered by the Annual Report referred to in (a) above.
All documents subsequently filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act prior to the filing of a
post-effective amendment which indicates that all securities offered have been
sold or which deregisters all securities 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 such documents.
Any statement contained in a document incorporated or deemed to be
incorporated by reference herein shall be deemed to be modified or superseded
for purposes of this Registration Statement to the extent that a statement
contained herein, or in any other
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subsequently filed document that also is deemed to be incorporated by reference
herein, modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Registration Statement.
Item 8. EXHIBITS.
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The following is a complete list of exhibits filed as a part of this
Registration Statement:
<TABLE>
<CAPTION>
Exhibit No. Document
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<C> <S>
5.1 Opinion of Camhy Karlinsky & Stein LLP regarding the legality of
shares of Common Stock being registered
23.1 Consent of Ernst & Young LLP
23.2 Consent of Camhy Karlinsky & Stein LLP (included in Exhibit 5.1)
</TABLE>
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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 January 16,
1998.
COMPREHENSIVE CARE CORPORATION
By: /s/ CHRISS W. STREET
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Chriss W. Street
Chairman of the Board, President,
Chief Executive Officer and Chief
Operating Officer
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
his true and lawful attorney-in-fact and agent for him and in his name, place
and stead, in any and all capacities to sign any or all amendments to this
Registration Statement on Form S-8, and to file the same with all exhibits
thereto, and other documents in connection therewith, with the Securities and
Exchange Commission, granting unto said attorney-in-fact and agent, 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
their 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
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<S> <C> <C>
/s/ CHRISS W. STREET
- ---------------------------- Chairman of the Board, President, January 16, 1998
Chriss W. Street Chief Executive Officer and
Chief Operating Officer
/s/ CAROL R. POLLACK
- ---------------------------- Interim Chief Financial Officer January 16, 1998
Carol R. Pollack
/s/ J. MARVIN FEIGENBAUM
- ---------------------------- Director and Vice-Chairman January 16, 1998
J. Marvin Feigenbaum
/s/ WILLIAM H. BOUCHER
- ---------------------------- Director January 16, 1998
William H. Boucher
</TABLE>
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<TABLE>
<CAPTION>
Signature Title Date
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<S> <C> <C>
/s/ A. RICHARD PANTULIANO
- ---------------------------- Director January 16, 1998
A. Richard Pantuliano
/s/ JOHN A. MCCARTHY, JR.
- ---------------------------- Director January 16, 1998
John A. McCarthy, Jr.
</TABLE>
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EXHIBIT 5.1
January 16, 1998
Comprehensive Care Corporation
1111 Bayside Drive, Suite 100
Corona del Mar, CA 92625
Re: Comprehensive Care Corporation
Registration Statement on Form S-8
Filed on January 16, 1998
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Dear Sir/Madam:
We have reviewed the Registration Statement on Form S-8 (the
"Registration Statement") filed under the Securities Act of 1933 (the "Act"), by
Comprehensive Care Corporation, a Delaware corporation (the "Company"), on
January 16, 1998. The Registration Statement has been filed for the purpose of
registering for offer and sale under the Act an additional 150,000 shares (the
"Shares") of the Company's Common Stock, $.01 par value (the "Common Stock")
issuable under the Company's 1995 Incentive Stock Option Plan (the "Plan").
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 12,560,000
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.
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Comprehensive Care Corporation
January 16, 1998
Page 2
4. The options, when issued pursuant to the terms and
conditions of the Plan, as described in the Registration Statement, will
constitute legal and binding obligations of the Company in accordance with their
terms.
5. The Common Stock underlying the options under the Plan,
upon payment therefore and issuance thereof upon exercise of the options in
accordance with the terms thereof and 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.
Very truly yours,
/s/ CAMHY KARLINSKY & STEIN LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT AUDITORS
We consent to the incorporation by reference in the
Registration Statement on Form S-8 pertaining to the 1995 Incentive Plan of our
report dated July 30, 1997 (except for Note 19 as to which the date is August
18, 1997) with respect to the consolidated financial statements of Comprehensive
Care Corporation and subsidiaries included in its Annual Report (Form 10-K) for
the year ended May 31, 1997, filed with the Securities and Exchange Commission.
/s/ ERNST & YOUNG LLP
Orange County, California
January 13, 1998
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