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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
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 19, 1997
CONTINUCARE CORPORATION
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(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
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS.
Effective September 19, 1997, Continucare Corporation, a Florida
corporation (the "Registrant"), through a wholly-owned subsidiary, Continucare
Home Health of Broward, Inc., as assignee, acquired all of the issued and
outstanding capital stock of Maxicare, Inc., d/b/a Maxicare of Broward County,
Inc., a Delaware corporation ("Maxicare"). Maxicare is a Medicare certified home
health agency engaged in the business of providing home health services to
patients in Broward County, Florida. The aggregate purchase was $2.7 million.
The former shareholder of Maxicare is also entitled to receive additional
consideration, not to exceed $300,000, if certain targets are achieved during
the two-year period after the closing date. The source of the consideration paid
by the Registrant was as follows: (i) $2.5 million from the Registrant's credit
facility with First Union National Bank of Florida, and (ii) $200,000 from the
Registrant's working capital.
The foregoing summary is qualified in its entirety by a copy of the
Agreement attached hereto as an exhibit.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Not applicable. The Registrant filed its Annual Report on Form
10-KSB, for the period ended June 30, 1997 with the Securities
and Exchange Commission on September 29, 1997, as amended by
Form 10-KSB/A on October 28, 1997. As a result, the
acquisition of Maxicare is not an acquisition of a
"significant" amount of assets, as defined in the instructions
to Form 8-K and Regulation S-X.
(b) PRO FORMA FINANCIAL INFORMATION
Not applicable.
(c) EXHIBITS
2.1 Stock Purchase Agreement, dated as of August 13, 1997,
by and among Continucare Home Health Services, Inc., a wholly
owned subsidiary of Continucare Corporation; Maxicare, Inc.
d/b/a Maxicare of Broward County, Inc. ("Maxicare"); and the
holders of Maxicare capital stock set forth therein.*
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*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 25, 1997 By: /s/ Charles M. Fernandez
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Charles M. Fernandez
Chairman, Chief Executive Officer
and President
