CONTINUCARE CORP
8-K, 1997-10-10
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): OCTOBER 7, 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

                  This Form 8-K is being filed pursuant to Rule 135c(d) of the
                  Securities Act of 1933, as amended, relating to the press
                  release issued by Continucare Corporation on October 7, 1997,
                  a copy of which 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 October 7, 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:  October 10, 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 October 7, 1997.



<PAGE>   1


                                                                   EXHIBIT 99.1



Miami, Florida, October 7, 1997 -- Continucare Corporation (AMEX:CNU) today
announced that it intends, subject to market and other conditions, to issue $50
million of convertible subordinated notes due 2002 in a private offering not
required to be registered under the Securities Act of 1933, as amended. It is
presently anticipated that the private offering will be completed in October
1997.

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

The notes (and the shares of common stock issuable upon conversion thereof) will
not be 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.

This release shall not constitute an offer to sell or the solicitation of an
offer to buy the notes (or the common stock issuable upon conversion thereof) to
be offered by Continucare in the private placement.

This press release contains "forward-looking statements" within the meaning of
the Private Securities Litigation Reform Act of 1995. Such forward-looking
statements involve known and unknown risks, uncertainties or other factors which
may cause actual results, performance or achievements of Continucare to be
materially different from any future results, performance or achievements
expressed or implied by such forward-looking statements. For more complete
information concerning factors which could affect the Continucare's results,
reference is made to Continucare's registration statements, reports and other
documents filed with the Securities and Exchange Commission.


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