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UNITED STATES
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): JUNE 8, 1998 (JUNE 8, 1998)
COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
DELAWARE 0-5751 95-2594724
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
1111 BAYSIDE DRIVE, SUITE 100
CORONA DEL MAR, CALIFORNIA 92625
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (714) 222-2273
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ITEM 5. OTHER EVENTS
CompCare Approves Temporary Conversion Price on Its
7 1/2 % Convertible Subordinated Debentures Due 2010
Comprehensive Care Corporation announced today that it has negotiated a
conversion of its 7 1/2% Convertible Subordinated Debentures Due April 15, 2010
(the "Debentures") with holders of approximately two-thirds of the Debentures.
As a result of the negotiations, the Board of Directors has approved a temporary
conversion price of $13.50 per share of common stock, which is approximately 44%
in excess of the closing sale price of the Company's Common Stock as reported by
the New York Stock Exchange on June 4, 1998.
The holders of the debentures who initiated negotiations, have expressed concern
about the Company's multiple years of losses, the liquidity of the Debentures
and certain other matters, and have indicated their willingness to convert the
Debentures at the price in excess of the current market price of the common
stock.
The approved temporary conversion price of $13.50 will be in effect for a period
commencing on June 23, 1998 and ending at 5:00 p.m., St. Paul, Minnesota time,
on July 7, 1998 (unless extended for up to an additional 30 days, in the sole
discretion of the Company), after which time the conversion price of the
Debentures will revert the their present prevailing conversion price of $248.12.
The Company intends to send notice of the temporary reduction of the Debentures
to its Debenture holders. There are $2,692,000 aggregate principal amount of
Debentures currently outstanding. The Company currently has 3,430,134 shares of
Common Stock issued and outstanding. Assuming the conversion of all outstanding
Debentures, the Company will issue an aggregate of 199,407 shares of its Common
Stock to converting Debenture holders. Fractional shares will be settled for
cash.
The Company's Indenture Trustee and Conversion Agent is U.S. Bank Trust National
Association, Corporate Trust Services, 180 East Fifth Street, St. Paul,
Minnesota 55101, Att: Specialized Finance, Mr. Kevin Gorman, telephone (612)
244-1197, Fax (612) 244-1537.
SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report on Form 8-K to be signed on its behalf by
the undersigned hereunto duly authorized.
COMPREHENSIVE CARE CORPORATION
By: /s/ Chriss W. Street
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Chriss W. Street
Chairman, President and Chief
Executive Officer
Date: June 8, 1998
