OPTIMUMCARE CORP /DE/
8-K, 1998-01-30
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):    January 29, 1998
                                                         -----------------------

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


           Delaware                        0-17401                33-0218003
- --------------------------------------------------------------------------------
(State or other jurisdiction     (Commission File Number)       (IRS Employer
      of incorporation)                                      Identification No.)


   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 January 29, 1998 which is filed as
        Exhibit 99.2 to this Current Report on Form 8-K.


ITEM 6. RESIGNATIONS OF REGISTRANT'S DIRECTORS.

        Not applicable.


ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        Exhibits.
        ---------

        99.2   OptimumCare Corporation News Release dated January 29, 1998.


ITEM 8. CHANGE IN FISCAL YEAR.

        Not applicable.


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

        Not applicable.

<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: January 29, 1998                       By:   /s/ EDWARD A. JOHNSON
                                                  ------------------------------
                                                   Edward A. Johnson, President


<PAGE>   1

                                   OPTIMUMCARE
                                   CORPORATION

COMPANY CONTACT:                                   MEDIA & INVESTOR RELATIONS:
- ----------------                                   ---------------------------
EDWARD A. JOHNSON, CEO                             FINANCIAL MARKETING RESOURCES
1-888-448-1848                                     1-800-995-4410
HTTP://WWW.OPMC.COM


FOR IMMEDIATE RELEASE
- ---------------------

                        OPTIMUMCARE POSTPONES OPENING OF
                           TREATMENT SITES WITH GALAXY


Laguna Niguel, CA.: January 29, 1998 - OPTIMUMCARE CORPORATION (OTC:BB-OPMC)
today said an ongoing insurance reimbursement audit of Miami-based Galaxy health
Care, Inc. will result in a delay in the planned opening of treatment sites in
Las Vegas and Portland, Oregon that had been scheduled for the first quarter of
this year.

"The Galaxy audit by one of its insurers is requiring more attention than
anticipated on the part of its senior management," said Edward A. Johnson,
OptimumCare's President and CEO. "This has placed Galaxy under working capital
constraints at this time."

Johnson said all Medicare program receivables due Galaxy, primarily for its
Florida treatment sites, were being held pending the outcome of its audit of
those operations by Mutual of Omaha. This has also delayed payment of $400,000
due OptimumCare for services performed at Galaxy's Long Beach, California
facility, which is not being audited.

"OptimumCare's board decided to postpone development efforts on additional sites
until the audit is completed," Johnson said. "Meanwhile, we are successfully
continuing all current service programs, as well as development of self-directed
expansion efforts already underway that are in addition to the Galaxy alliance.

"We've also stepped up the pace of our marketing efforts beyond the Western
United States," the CEO said. "Just last week, we entered into exploratory
discussion for one or more partial behavioral healthcare contracts with a
Midwest-based provider group.

"We have every hope for an early resumption of our joint facility development
efforts with Galaxy, and remain fully committed to the overall goals of the
program," said Johnson.

"If, for any reason, we should determine these goals are not achievable near
term in this alliance, OptimumCare has every intention of pursuing its
previously announced course of becoming a nationwide provider of outpatient
behavioral health care services. We will take any and all steps deemed
appropriate to realize that goal, including joint development programs with
other service providers. Our ultimate goal is to ensure OptimumCare continues to
be a solid investment for our shareholders," Johnson concluded.

Created in 1987 to respond to opportunities presented by increasing utilization
of behavioral health services, OptimumCare Corporation provides a wide range of
such services through a growing network of affiliated hospitals, medical centers
and community health centers.


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