CONTINUCARE CORP
8-K, 1997-12-12
COMMERCIAL PRINTING
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<PAGE>   1

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                    FORM 8-K

                                 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): DECEMBER 5, 1997

                             CONTINUCARE CORPORATION
               -------------------------------------------------
               (EXACT NAME OF REGISTRANT AS SPECIFIED IN CHARTER)

                                     FLORIDA
                 (STATE OR OTHER JURISDICTION OF INCORPORATION)

          0-21910                                         59-2716023
 (COMMISSION FILE NUMBER)                      (IRS EMPLOYER IDENTIFICATION NO.)

            CONTINUCARE CORPORATION
            100 SOUTHEAST 2ND STREET, 36TH FLOOR
            MIAMI, FLORIDA                                         33131
     (ADDRESS OF PRINCIPAL EXECUTIVE OFFICE)                     (ZIP CODE)



       REGISTRANT'S TELEPHONE NUMBER, INCLUDING AREA CODE: (305) 350-7515


<PAGE>   2


ITEM 5.  OTHER EVENTS

         A press release issued by Continucare Corporation on December 5, 1997
         is attached hereto.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS

         (a) Financial Statements of Business Acquired.

             Not Applicable.

         (b) Pro Forma Financial Information.

             Not Applicable.

         (c) Exhibits

             99.1   Press Release of the Company dated December 5, 1997.


<PAGE>   3


                                   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:  December  12, 1997              By:/s/  CHARLES M. FERNANDEZ
                                          --------------------------------------
                                               Charles M. Fernandez
                                               Chairman, Chief Executive Officer
                                               and President


<PAGE>   4



                                  EXHIBIT INDEX

99.1          Press release of the Company dated December 5, 1997.






<PAGE>   1


                                                                    EXHIBIT 99.1


MIAMI, Dec. 5/PRNewswire/ -- Continucare Corporation (AMEX: CNU), an operator of
out-patient rehabilitation services including related practices and facilities,
announced today that it has concluded a private equity placement for 2,250,000
shares of newly issued common stock, representing 19.5% of the current
outstanding shares. The stock was issued at a price of $5 per share to Strategic
Investment Partners Ltd., an investment vehicle owned by members of the Quantum
Group of Funds. The Quantum Group of Funds are managed by Soros Fund Management
LLC. Including the shares in this placement, Continucare will have 13,760,580
shares outstanding.

Charles M. Fernandez, Chairman, President and Chief Executive Officer of
Continucare Corporation noted that Robert Soros will become a director of
Continucare. Soros joins six other directors including Arthur M. Goldberg,
President of Hilton Gaming, and Dr. Phillip Frost, Chairman of Ivax Corporation,
on the Company's board.

Commenting on the investment of Continucare and his appointment to the board,
Robert Soros stated, "We see vast potential in the outpatient arena. Continucare
has developed a unique healthcare services model, based on the linkage of
outpatient products, support and services, and is strategically positioning
itself to become an industry leader. We look forward to being part of this
growth."

Mr. Fernandez said, "We are pleased that Strategic Investment Partners Ltd. has
become a shareholder in Continucare, and we welcome Robert Soros to our board of
directors as we grow Continucare into one of the premier outpatient healthcare
services companies in the country."

Continucare intends to use the net proceeds of the share placement for
acquisitions, working capital and other general corporate purposes.

The shares of Common Stock have not been registered under the Securities Act of
1933, as amended (the "Securities Act"), or any state securities laws and,
unless so registered, may not be offered or sold in the United States except
pursuant to an exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable state securities
laws. The Company has agreed after April 30, 1998 to file a shelf registration
statement to register the shares.

Continucare Corporation manages ancillary services for hospitals and physician
practices, and also develops and manages a complete continuum of operational,
clinical and administrative programs for rehabilitation service providers. The
goal of these programs is to effectively reduce operating and administrative
costs while improving the quality of patient care. SOURCE Continucare
Corporation.

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