OPTIMUMCARE CORP /DE/
8-K, 1997-02-20
HOSPITALS
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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 EXCHANGE ACT OF 1934



Date of Report (Date of earliest event reported):  February 13, 1997
                                                 --------------------



                           OptimumCare Corporation                      
             -----------------------------------------------------              
             (Exact name of registrant as specified in its charter)


<TABLE>
<S>                                <C>                           <C>
         Delaware                         0-17401                        33-0218003                                                 
- -----------------------------      -------------------------     --------------------------
(State or other jurisdiction        (Commission File Number)    (IRS Employer Identification
of incorporation)                                                No.)
</TABLE>


      30011 Ivy Glenn Drive, Suite 219, Laguna Niguel, CA           92677
  ---------------------------------------------------------------------------
        (Address of principal executive offices)                   (Zip Code)



Registrant's telephone number, including area code:    (714) 495-1100
                                                    --------------------



                                Not Applicable                              
          -----------------------------------------------------------
         (Former name or former address, if changed since last report)
<PAGE>   2

ITEM 1.  CHANGES IN CONTROL OF REGISTRANT.

         Not applicable.

ITEM 2.  ACQUISITION OR DISPOSITION OF ASSETS.

         Not applicable.

ITEM 3.  BANKRUPTCY OR RECEIVERSHIP.

         Not applicable.

ITEM 4.  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

         Not applicable.

ITEM 5.  OTHER EVENTS.

         Registrant issued a news release on February 13, 1997 which is filed
as Exhibit 99.1 to this Current Report on Form 8-K.

ITEM 6.  RESIGNATIONS OF REGISTRANT'S DIRECTORS.

         Not applicable.

ITEM 7.  FINANCIAL STATEMENTS AND EXHIBITS.

         Exhibits.

         99.1    OptimumCare Corporation News Release dated February 13, 1997.

ITEM 8.  CHANGE IN FISCAL YEAR.

         Not applicable.

ITEM 9.  SALES OF EQUITY SECURITIES PURSUANT TO REGULATION S.

         Not applicable.
         
                                       2
<PAGE>   3
                                   SIGNATURE


         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.
                                 
                                            OptimumCare Corporation
                                            (Registrant)



Date:  February 19, 1997                      By: /s/ EDWARD A. JOHNSON
                                                  --------------------------
                                                  Edward A. Johnson, President






                                       3

<PAGE>   1

FOR IMMEDIATE RELEASE                                           EXHIBIT 99.1


               OPTIMUMCARE FORMS ALLIANCE WITH GALAXY HEALTH CARE

                  MULTI-STATE COMMUNITY MENTAL HEALTH CENTERS

Laguna Niguel, CA.:  February 13, 1997 - OPTIMUMCARE CORPORATION (OTC-OPMC)
announced today the formation of a strategic alliance with Galaxy Health Care
of Miami, Florida to develop a minimum of forty (40) Community Mental Health
Centers (CMHC) in three separate regions of the country over a period of
thirty-six (36) months.

CMHCs are community based, free-standing mental health treatment facilities
which provide broad based outpatient psychiatric and psychological care for
patients with mental illness and substance abuse problems.

The OptimumCare/Galaxy alliance presently intends to establish CMHCs in
Arizona, California, Nevada, Colorado, Washington, Alabama, Texas, Georgia,
Tennessee, Mississippi, Maryland, New Jersey and Florida.

The alliance will join together CMHCs, psychiatric providers, regional
hospitals and primary care physicians in various regions of the country.  The
treatment centers will be structured on a state-by-state, multi-site integrated
network model for provision of community based mental health treatment services
for Medicare patients and which also meet the needs of managed care in both the
public and private sectors.

The OptimumCare/Galaxy alliance is operating a CMHC in Ft. Lauderdale, Florida
and is in the process of identifying sites for CMHCs in Las Vegas, Nevada, Los
Angeles County, California and Nashville, Tennessee.

Edward A. Johnson, President of OptimumCare said, "the growth of Galaxy Health
Care in the South East and OptimumCare in the West will provide a platform that
should enable rapid growth in a number of regions in the country.  The Galaxy
management team, headquartered in Miami, includes a staff of highly competent
and experienced professionals."
<PAGE>   2
Galaxy C.E.O. Dale P. Redlich added, "Galaxy is very excited about the prospect
of becoming a national provider of community based psychiatric out-patient
services.  This desire stems from Galaxy's mission statement which is to
provide the finest quality of mental health services, with the highest degree
of integrity to the broadest spectrum of consumer.  This vision could not be
realized without the formation of an alliance with a company such as
OptimumCare.  The purpose and benefit of our pending strategic alliance with
OptimumCare, from our perspective, involves the creation of a truly synergistic
relationship that will merge the needs and interests of and benefit both
companies in a way that we believe will result in long term growth for both
companies and will also thereby serve the individual desire of each company to
become a national rather than strictly a regional provider of services within
the behavioral health care markets."

OptimumCare Corporation provides management services for a wide range of
inpatient and outpatient mental health services through a growing network of
hospitals, medical centers and outpatient clinics.

Galaxy Health Care has developed a multi-site network of wholly owned CMHCs
operated under the name "Treatment Resources" and provides home care through
its Psych Home Care, Inc. subsidiary.  Galaxy also provides management and
administrative services to healthcare providers through its Management Services
Organization (MSO).

Safe harbor statements under the Private Securities Litigation Reform Act of
1995:  The statements in this news release are forward-looking in time and
involve risks and uncertainties, including the risks associated with plans, the
effect of changing economic conditions, availability of with plans, the effect
of changing economic conditions, availability of sufficient working capital,
market acceptance, unanticipated delays in obtaining state licenses,
governmental regulation which may affect future facility licensing
requirements, healthcare reforms which may affect payment for services, and
other factors detailed in OptimumCare Corporation's reports filed under the
Securities and Exchange Act of 1934.

For more information about OptimumCare Corporation, visit our web site
@ www.opmc.com.

Contact:         OptimumCare (800) 995-4410


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