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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):
JANUARY 18, 2000 (JANUARY 14, 2000)
COMPREHENSIVE CARE CORPORATION
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(Exact Name of Registrant as Specified in Charter)
DELAWARE 1-9927 95-2594724
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(State or Other Jurisdiction (Commission File Number) (I.R.S. Employer
of Incorporation) Identification No.)
4200 WEST CYPRESS STREET, STE 300
TAMPA, FLORIDA 33607
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(Address of Principal Executive Offices) (Zip Code)
Registrant's telephone number, including area code: (813) 876-5036
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ITEM 5. OTHER EVENTS.
In view of the fact that the Company has moved its principal place of
business and center of operations to Tampa, Florida; the location of most of
the Company's contract activities being located in the southeastern portion of
the United States; the recent contraction of business due to the expiration or
termination of contracts; and the desire of the Company to eliminate and
otherwise contain operating costs, the Company has determined to eliminate its
California office and associated employees. In this respect, the Company has
elected to terminate the employment of its President and Chairman, Chriss W.
Street. This termination is with the thanks and gratitude of the Board for the
years of past dedicated service by Mr. Street to the Company.
The Company has entered into a Separation Agreement with Mr. Street
settling all of its financial obligations to him under his employment
agreement. Under the Separation Agreement, the Company is to pay Mr. Street an
aggregate of $760,000 representing $600,000 in termination compensation,
$150,000 in pro rata payment of a stay bonus which he would otherwise have been
entitled to and $10,000 for all other benefits or obligations. The Company
believes that the closure of its California facilities would result in a net
cost savings to it over the remaining term of his agreement, together with
additional savings beyond that term.
Mr. Street has agreed to continue as an unpaid consultant to the
Company with reference to the Company's pending refund issues with the Internal
Revenue Service and with further reference to any pending or future litigation
to which the Company is or may become a party.
Mr. Street has agreed to the termination of an aggregate of 182,500
options. In consideration for the consulting services to be rendered by Mr.
Street to the Company, Mr. Street has been granted options to purchase 100,000
shares of the Company's Common Stock at a price of $.5625 per share,
exercisable through January 15, 2010, of which 50,000 options vest and become
exercisable July 15, 2000 and 50,000 options vest and become exercisable
January 15, 2001. In addition, Mr. Street has been granted options to purchase
100,000 shares of the Company's Common Stock at $.5625 per share, with vesting
contingent on the success of the Company in reducing by 50% or more its
existing contested obligations to the Internal Revenue Service.
In connection with Mr. Street's separation of employment, he has
resigned as an officer and director of the Company, Comprehensive Behavioral
Care, Inc. and each and every subsidiary of, or controlled by, Comprehensive
Care Corporation or Comprehensive Behavioral Care, Inc.
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Effective upon the resignation of Mr. Street, Mr. Robert Landis, Chief
Financial Officer of the Company, has been elected Chairman of the Board of
Directors of the Company. Ms. Mary Jane Johnson, Chief Operating Officer of the
Company, has additionally been elected President and Chief Executive Officer of
the Company. Ms. Cathy Welch has been elected Secretary of the Company.
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/ Robert J. Landis
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Robert J. Landis
Chairman of the Board
Date: January 18, 2000
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