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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K/A
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) September 11, 1996
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CONTINUCARE CORPORATION
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(Exact name of registrant as specified in its charter)
Florida
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(State or other jurisdiction of incorporation)
0-21910 59-2716063
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(Commission File Number (IRS Employer Identification No.)
Continucare Corporation
100 Southeast Second Street
Miami, Florida 33131
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(Address of principal executive office) (Zip Code)
Registrant's telephone number, including area code (305) 350-7515
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
On August 9, 1996, Zanart Entertainment Incorporated ("Zanart") signed
a definitive Agreement and Plan of Merger (the "Merger Agreement") with Zanart
Subsidiary, Inc. ("ZSI"), a wholly-owned subsidiary of Zanart, and Continucare
Corporation ("Continucare"), a Florida corporation. The Merger Agreement
provides for the merger (the "Merger") of ZSI with and into Continucare. Upon
the consummation of the Merger which occurred on September 11, 1996 and
pursuant to the terms of the Merger Agreement, (i) each issued and outstanding
share of common stock of Continucare converted into one share of Common Stock,
the separate existence of ZSI terminated and Continucare became a wholly-owned
subsidiary of Zanart, (ii) Zanart agreed to sell or otherwise dispose of its
assets (other than cash) and discharge all liabilities relating to Zanart's
existing licensing business and (iii) Zanart's Board of Directors and
management became comprised of designees of Continucare.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) AUDITED FINANCIAL STATEMENT OF BUSINESS ACQUIRED*
(b) PRO FORMA FINANCIAL INFORMATION*
(c) Exhibits
10.1 Agreement and Plan of Merger dated August 9, 1996, by
and among Continucare Corporation, Zanart Entertainment
Incorporated and Zanart Subsidiary, Inc.**
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* The financial information required by this Form 8-K/A has been
previously reported (as such term is defined in Rule 12b-2 of the Securities
Exchange Act of 1934, as amended) by the Registrant in its Post Effective
Amendment No. 1 to Registration Statement on Form SB-2 on Form S-3
(Registration No. 33-88580) filed with the Commission on October 29, 1996.
** Previously filed.
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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.
CONTINUCARE CORPORATION
Date: November 22, 1996 By:/s/ Charles M. Fernandez
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Charles M. Fernandez
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