<PAGE>
August 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: The Care Group, Inc.
Registration Statement on Form S-3
Pre-Effective Amendment No. 2
File No. 33-90836
Gentlemen:
On behalf of our client The Care Group, Inc. (the "Company") we herewith
electronically file Pre-Effective Amendment No. 2 to the Company's
Registration Statement on Form S-3 (File No. 33-90836). We also enclose for
filing a letter requesting acceleration of the effective date of the
registration statement.
No new securities are being registered in Pre-Effective Amendment No. 2. This
pre-effective amendment updates certain routine information relating to the
Company, and includes updated accountant and legal consents as exhibits.
If you have any questions, please call me at (212) 490-6080. Thank you.
Very truly yours,
/s/ Michael Harvey
Michael Harvey
cc: Mr. Roland St. Paul (By Federal Express)
<PAGE>
August 8, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: Registration Statement on Form S-3
Pre-Effective Amendment No. 2
File No. 33-90836
Request for Acceleration
Gentlemen:
We respectfully request that the effective date of the Pre-Effective Amendment
No. 2 to our Registration Statement on Form S-3 (File No. 33-90836) be
accelerated to 10:00 a.m. on August 14, 1995 or as soon as practicable
thereafter. We are making this request pursuant to Rule 461 (a) under the
Securities Act of 1933, as amended.
Very truly yours,
The Care Group, Inc.
By: /s/ Randolph J. Mittasch
Randolph J. Mittasch
Secretary and Treasurer
<PAGE>
As filed with the Securities and Exchange Commission on August ____, 1995
Registration No. 33-90836
Pre-Effective Amendment No. 2
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-3
REGISTRATION STATEMENT
Under
THE SECURITIES ACT OF 1933
THE CARE GROUP, INC.
(Exact name of registrant as specified in its charter)
Delaware 11-2962027
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1 Hollow Lane, Lake Success, New York 11042
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive offices)
Ann T. Mittasch
President and Chairman
THE CARE GROUP, INC.
1 Hollow Lane
Lake Success, New York 11042
(516) 869-8383
___________________________________________
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to
Michael Harvey, Esq.
Kaufman Goldstein Gartner & Taub, P.C.
342 Madison Avenue
New York, New York 10173
Approximate date of proposed sale to public: As soon as practicable after the
Registration Statement becomes effective.
<PAGE>
If any of the securities being registered on this Form are to be offered on a
delayed or continous basis pursuant to Rule 415 under the Securities
Act of 1933, other than securities offered only in connection with dividend or
interest reinvestment plans, check the following box [X]
Pursuant to Rule 429(b) the Prospectus constituting a part of this
Registration Statement also relates to the Registration Statement on Form S-1
(Registration No. 33-42528) previously filed by the Registrant with the
Securities and Exchange Commission with respect to 155,000 Underwriters'
Warrants and 155,000 shares of Common Stock issuable upon exercise of such
Underwriters' Warrants. The number of shares of Common Stock issuable upon
exercise of the Underwriters' Warrants has been adjusted to 190,439 shares of
Common Stock, and all such shares of Common Stock are deemed registered
pursuant to Rule 416(a).
The Registrant hereby amends this Registration Statement on such date or dates
as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933 or until the Registration Statement shall become
effective on such date as the Commission, acting pursuant to said Section
8(a), may determine.
<PAGE>
THE CARE GROUP, INC.
CROSS REFERENCE SHEET
BETWEEN ITEMS OF FORM S-3 AND REGISTRATION STATEMENT
AND PROSPECTUS
Prospectus or
S-3 Item Registration Caption
Item 1. Forepart of the Registration Facing Page of Registration
Statement and Outside Front Statement; Cross Reference Sheet;
Cover Page of Prospectus Outside Front Cover Page of
Resale Prospectus
Item 2. Inside Front and Outside Inside front and outside back
Back Cover Pages of cover pages of prospectus;
Prospectus Available Information; Table of
Contents
Item 3. Summary Information, Risk Summary Information;
Factors and Ratio of Earnings Investment Considerations
to Fixed Charges
Item 4. Use of Proceeds No Proceeds to the Company
Item 5. Determination of Offering "Material Changes"
Price
Item 6. Dilution Not applicable
Item 7. Selling Security Holders Selling Stockholders
Item 8. Plan of Distribution Plan of Distribution
Item 9. Description of Securities Not applicable
to be Registered
Item 10. Interests of Named Experts Not applicable
and Counsel
Item 11. Material Changes Material Changes
Item 12. Incorporation of Certain Incorporation of Certain
Information by Reference Information by Reference
Item 13. Disclosure of Commission Indemnification
Position or Indemnification
for Securities Act Liabilities
Item 14. Other Expenses of Issuance Other Expenses of Issuance
and Distribution and Distribution
<PAGE>
Prospectus or
S-3 Item (cont'd) Registration Caption (cont'd)
Item 15. Indemnification of Directors Indemnification of Directors
and Officers and Officers
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
<PAGE>
PROSPECTUS
1,231,645 SHARES OF COMMON STOCK
THE CARE GROUP, INC.
This Prospectus relates to the offering of 981,206 shares of Common Stock by a
selling stockholder. This Prospectus also relates to the offering of 250,439
shares of Common Stock, par value $.001 per share (the "Common Stock"), of the
Company, issuable upon the exercise of (i) Underwriters' Warrants exercisable
for the purchase of 190,439 shares of Common Stock ("Underwriters Warrants")
and (ii) other warrants granted to a consultant exercisable for the purchase
of 60,000 shares of Common Stock ("Consulting Warrants" and collectively, the
"Warrants"). This Prospectus does not relate to the subsequent resale of the
Warrants.
All shares of Common Stock covered by this prospectus are to be sold on a best
efforts basis by the selling stockholder and the holders of the Warrants (such
selling stockholder and warrant holders hereinafter collectively referred to
as the "Selling Stockholders").
It is anticipated that the Selling Stockholders will sell their securities
offered hereby at the market -- that is, at the prevailing price in the over-
the-counter market at the time of sale. See "SELLING STOCKHOLDERS" and "PLAN
OF DISTRIBUTION."
The Company will receive proceeds upon exercise of the Warrants but will not
receive any proceeds from the sale of shares of Common Stock by the Selling
Stockholders. The Company will bear all expenses in connection with the
registration of the securities being offered hereby.
The Common Stock is traded on the National Market System of NASDAQ under the
symbol "CARE". On August 1, 1995 the closing bid price for the Common Stock
was $3.75.
PROSPECTIVE PURCHASERS OF THE COMMON STOCK SHOULD CAREFULLY CONSIDER
THE MATTERS SET FORTH UNDER THE CAPTION "INVESTMENT CONSIDERATIONS".
THESE SECURITIES HAVE NOT BEEN APPROVED OR DISAPPROVED BY THE
SECURITIES AND EXCHANGE COMMISSION OR ANY STATE SECURITIES COMMISSIONS
NOR HAS THE COMMISSION OR ANY STATE SECURITIES COMMISSIONS PASSED
UPON THE ACCURACY OR ADEQUACY OF THIS PROSPECTUS. ANY REPRESENTATION
TO THE CONTRARY IS A CRIMINAL OFFENSE.
Underwriting Proceeds
Price to Discounts Proceeds to to Selling
Per Share Public(1) and Commissions Issuer(2)(3) Stockholders
Per Share $3.69 None $4.68 with respect to $3,620,650.10
190,439 shares and with respect to
$5.75 with respect 981,206 shares(4)
to 60,000 shares
Total
(1,231,645
shares) $4,544,770 None $1,236,254.52 $3,620,650.10(4)
(1) Estimated price to the public based on the average of the high and low
prices of the Common Stock of the Care Group, Inc. reported in the
consolidation reporting system on August 1, 1995.
<PAGE>
(2) The Company will receive total proceeds of $1,236,254.50 upon exercise of
the Warrants. The exercise price of each Underwriter Warrant is $4.68 and the
exercise price of each Consulting Warrant is $5.75.
(3) All expenses of this offering, estimated to be $10,000, will be paid by
the Company.
(4) Does not include brokerage commissions to be paid by the Selling
Stockholders.
The date of this Prospectus is August , 1995
<PAGE>
INFORMATION CONTAINED HEREIN IS SUBJECT TO COMPLETION OR AMENDMENT. A
REGISTRATION STATEMENT RELATING TO THESE SECURITIES HAS BEEN FILED WITH THE
SECURITIES AND EXCHANGE COMMISSION. THESE SECURITIES MAY NOT BE SOLD NOR MAY
OFFERS TO BUY BE ACCEPTED PRIOR TO THE TIME THE REGISTRATION STATEMENT BECOMES
EFFECTIVE. THIS PROSPECTUS SHALL NOT CONSTITUTE AN OFFER TO SELL OR THE
SOLICITATION OF AN OFFER TO BUY NOR SHALL THERE BE ANY SALE OF THESE
SECURITIES IN ANY STATE IN WHICH SUCH OFFER, SOLICITATION OR SALE WOULD BE
UNLAWFUL PRIOR TO REGISTRATION OR QUALIFICATION UNDER THE SECURITIES LAWS OF
ANY SUCH STATE.
<PAGE>
AVAILABLE INFORMATION
The Company has filed with the Securities and Exchange Commission (the
"Commission"), Washington, D.C., a Registration Statement on Form S-3 of which
this Prospectus is a part, together with all amendments, schedules and
exhibits thereto (the "Registration Statement"), under the Securities Act of
1933, as amended (the "Securities Act"), with respect to the securities
offered hereby. This Prospectus does not contain all the information set forth
in the Registration Statement, certain portions of which have been omitted in
accordance with the rules and regulations of the Commission. Statements
contained in this Prospectus as to the contents of any contract or other
document are not necessarily complete and in each instance reference is made
to the copy of such contract or other document filed as an exhibit to the
Registration Statement for a full statement of the provisions thereof; each
such statement contained herein is qualified in its entirety by such
reference. For further information with respect to the Company and the
securities offered by this Prospectus, reference is made to such Registration
Statement.
The Company is subject to the informational requirements of the Securities
Exchange Act of 1934, as amended (the "Exchange Act"), and, in accordance
therewith, files reports, proxy statements and other information with the
Commission. The Registration Statement and such reports, proxy statements and
other information can be inspected and copied at public reference facilities
of the Commission at prescribed rates at 450 Fifth Street, N.W., Washington,
D.C. 20549 and at the following regional office of the Commission: 7 World
Trade Center, 14th Floor, New York, New York 10048. Copies of such material
can also be obtained from the Public Reference Section of the Commission at
450 Fifth Street, Washington, D.C. 20549.
* * *
No dealer, salesperson or other person has been authorized in connection with
any offering made hereby to give any information or to make any representation
not contained in this Prospectus and, if given or made, such information or
representation must not be relied upon as having been authorized by the
Company. This Prospectus does not constitute an offer to sell or a
solicitation of an offer to buy any security other than the securities to
which it relates nor does it constitute an offer to sell or a solicitation of
an offer to buy any securities by or an offer to any person in any
jurisdiction in which such an offer or solicitation is unauthorized. Neither
the delivery of this Prospectus nor any sale made hereunder shall under any
circumstances create any implication that the information contained herein is
correct as of any time subsequent to the date hereof.
<PAGE>
The Company will furnish annual reports to its stockholders which will include
audited financial statements that have been examined and reported upon, with
an opinion expressed by an independent certified public accountant. The
Company will also furnish such other reports (none of which will include
audited financial statements) to its stockholders as the Company in its sole
discretion deems appropriate.
The Company will provide without charge to each person to whom a copy of this
Prospectus has been delivered, on written or oral request of such person, a
copy of any or all information that is incorporated by reference in this
Prospectus (not including exhibits to the information that is incorporated by
reference unless such exhibits are specifically incorporated by reference into
the information that this Prospectus incorporates). Requests should be
directed to The Care Group, Inc., 1 Hollow Lane, Lake Success, New York 11042
(telephone: 516-869-8383).
__________________________
<PAGE>
TABLE OF CONTENTS
ITEM PAGE
Available Information 1
Summary Information 5
Investment Considerations 10
Proceeds to the Company 12
Selling Stockholders 12
Plan of Distribution 16
Incorporation of Certain Information by Reference 16
Transfer Agent 17
Legal Matters 17
Material Changes 17
Indemnification 18
<PAGE>
SUMMARY INFORMATION
General Development of the Company:
The Care Group, Inc., a Delaware corporation, and its wholly owned
subsidiaries (collectively, the "Company") provide homecare and alternative
site care to specific patient populations through the Company's fully
integrated nursing and pharmaceutical programs. The Company's business is
primarily the care and treatment of patients with the Human Immunodeficiency
Virus ("HIV") and Acquired Immune Deficiency Syndrome ("AIDS"). The Company
also treats and cares for terminally ill and medically fragile infants and
children. The Company also sells and leases durable medical equipment ("DME")
and provides diagnostic sleep studies through a recently acquired subsidiary.
Over the past decade the scope of care provided by the Company has been
expanded and at present offers a wide range of nursing and pharmaceutical
services from nursing para-professionals to registered nurses with advanced
certification(s) and from oral medications to infusion therapies. The
Company's mix of business is approximately 37% nursing, 56% pharmaceuticals
and 7% DME. Currently the Company provides its services in Atlanta, GA;
Austin, TX; Dallas, TX; Houston, TX; Long Island, NY; Los Angeles, CA; and New
York City, NY. Each branch has a clinical pharmacy adjacent to the Company's
nursing office combining the nursing and pharmaceutical disciplines, enabling
the Company to provide state-of-the-art case management. The Company's
subsidiary that conducts the DME business is located in Fort Washington,
Pennsylvania. The Company operates through its subsidiaries.
The executive offices of the Company are located at 1 Hollow Lane, Lake
Success, New York 11042, and its telephone number is (516) 869-8383.
DESCRIPTION OF BUSINESS:
HOME HEALTHCARE SERVICES
Treating a patient at home can include para-professional nursing care, nursing
care, intermittent nursing visits, physical or occupational therapist visits,
social worker consultations, administration of pharmaceutical
<PAGE>
therapies and durable medical equipment and devices. Plans of treatment
establish the needs of a specific patient. Home healthcare begins with a
physician's orders for nursing and/or pharmaceutical regimens and/or ancillary
services. These orders are implemented by the Company's clinical nursing
and/or clinical pharmacy team which works closely with the physician to
monitor the patient's progress. The on-going collaboration among physician,
nurses, therapists and pharmacists enables the patient to stay at home. The
significant increases in the costs of hospitalization have increased the
acceptance of homecare by insurance companies over the past decade. The nature
of the illnesses in which the Company specializes are among the most expensive
patient populations to the insurance companies, and the Company believes that
as a result its services provide a cost effective alternative.
HOW THE COMPANY DELIVERS CARE
The Company operates several offices (branches) in different states, namely
New York, Georgia, Texas and California. The Company has developed clinical
nursing and pharmaceutical policies and procedures that ensure that each
branch operates under the same clinical standards that have been established
by the Company. These policies and procedures begin with the intake process
and are followed through every phase of the patients' care process including
discharge procedures. The continual interaction among the patient's physician
and the Company's clinical staff monitor the progress of the patient and
modify the patient's regimen according to the patient's specific needs. For
example, a patient who has been having 24 hour care may have progressed and
only require intermittent nursing visits. Conversely the opposite situation
may occur. Many of the Company's HIV and other patients require constant
attention to nursing notes, results of blood tests and other diagnostic tools
that aid in providing the patient with the highest quality of care. Each
branch has clinical and support personnel on call 24-hours-a-day, 365-days per
year.
An integral part of the Company's clinical policies and procedures is the
Company's Quality Assurance/Continuous Quality Improvement program which is
reviewed quarterly by a Professional Board. The Professional Board is
comprised of both employees and outside professionals including physicians,
dietitians, social workers, consumers and nurses. Additionally, a Corporate
Quality Assurance/Continuous Quality Improvement Advisory Board has been
established to monitor the branches.
<PAGE>
JCAHO ACCREDITATION
All of the Company's current branches are accredited by the Joint Commission
on Accreditation of Healthcare Organizations (JCAHO). Accreditation by JCAHO
has become a prerequisite for contracts from many insurance companies, health
maintenance organizations (HMO's) and preferred provider organizations
(PPO's).
PHARMACEUTICAL SERVICES/HOME INFUSION THERAPIES
Home infusion is an industry that began in the early 1980s with advances in
equipment that delivers intravenous therapies including antibiotics, total
parental nutrition therapy, chemotherapy and other pharmaceutical therapies.
Previously, patients who required intravenous therapies were hospitalized for
the duration of the treatment. The Company began its home infusion operations
in 1991 with the acquisition of CareLine in Dallas, TX. Clinical pharmacies
are now adjacent to nursing offices in all branches.
The Company has also begun offering oral medications. This product category
enables the Company to begin a relationship with the patient at an earlier
point in time and continues to build upon the Company's expanded scope of care
philosophy for referral sources.
ALTERNATIVE SITE CARE
Alternative site care refers to care in locations other than the hospital.
Alternative sites include the home, treatment rooms/infusion suites in
physicians' offices, nursing homes, subacute care centers and other non-
hospital settings. During 1993, the Company began to provide its infusion
services to skilled nursing facilities/geriatric nursing homes. In an effort
to provide more comprehensive patient care and to capture additional revenues,
skilled nursing facilities have begun to provide infusion therapies on-site by
utilizing homecare companies. These referral sources prompted the development
of the Company's new clinical program, ChroniCare, which addresses the wide
array of chronic illnesses that afflict the geriatric patient. Although this
represented a minimal percentage of the Company's business during 1994,
management believes that with the aging population and increased life span,
the Company's ChroniCare program will continue to develop.
<PAGE>
DURABLE MEDICAL EQUIPMENT
In May, 1994, the Company acquired Advanced Care Associates, Inc. and
affiliates (collectively "Advanced Care"), which sell and lease specialized
medical and health care equipment based on a national sales network developed
by Advanced Care. Advanced Care also provides diagnostic sleep study services.
MAIL ORDER PRESCRIPTIONS
In January, 1995, the Company began operations of a newly developed, wholly
owned subsidiary called Mail Order Meds, Inc. ("MOM"). MOM specializes in the
mail order distribution of HIV/AIDS pharmaceuticals, nutrition supplements,
vitamins, herbals, educational books, books on a tape and videos.
REIMBURSEMENT FOR SERVICES
Over 95% of the Company's revenues are received from third-party payors
(insurance companies or government agencies) with payment from the patient
comprising the balance. In order to assure payment, the Company's
reimbursement specialists verify the patient's insurance coverage as part of
the patient intake system. At present, it is common for prices to be
negotiated during the verification process for the services to be rendered.
The Company's reimbursement specialists continue to monitor the patient's
insurance coverage until discharge. Due to the catastrophic nature of the
illnesses of the Company's patient population, the Company's reimbursement
specialists continually monitor the lifetime limits, the availability of
special state programs and other reimbursement related issues. In an effort by
payors to control costs, verification and negotiation are becoming standard
procedures on an industry wide basis.
<PAGE>
The Offering (1)
Total Number of shares of Common Stock
included in this offering 1,231,645 shares
The total number of shares of Common
Stock in this offering consists of:
Common Stock issuable upon
exercise of the Warrants 250,439 shares
Additional Number of
Shares of Common
Stock to be Sold by
the Selling Stockholder 981,206 shares
Common Stock outstanding prior
to the offering 8,443,065 shares
Common Stock to be outstanding
after the offering 9,674,710 shares
NASDAQ/NMS Symbol CARE
_____________________
(1) This does not include an additional 418,250 shares of Common Stock that
are being offered by the Company to certain of the Company's employees,
officers and directors pursuant to previously granted and currently
exercisable stock options; the shares of Common Stock issuable upon exercise
of these stock options have been registered on Form S-8
(Registration No. 33 ).
<PAGE>
INVESTMENT CONSIDERATIONS
In evaluating the Company and this offering, prospective investors should
carefully consider all of the information contained in this Prospectus and
incorporated by reference, including the following factors:
Government Regulations and Litigation. The Company's current operations are
subject to licensing and other federal and state regulations. The Company
believes that it is in substantial compliance with all required certificates
and licenses, which are subject to periodic review and renewal. The Company's
loss of certain licenses may adversely affect the Company.
On September 30, 1994, a recently acquired subsidiary of the Company (Advanced
Care Associates, Inc.) and the subsidiary's prior owners were served with a
civil lawsuit by the U.S. Department of Justice alleging improper Medicare
billing and reimbursement practices during periods prior to the Company's
acquisition of the subsidiary. While management believes that the outcome of
this matter will not have a material adverse impact on the Company, there can
be no assurance that the Company will not be materially adversely affected.
Competition. The home health care and infusion businesses are highly
competitive. Some of the Company's competitors are national service providers,
but most are regional or local in scope. Many of the Company's competitors and
potential competitors are larger in size and possess significantly greater
financial resources than the Company.
Reimbursement by Third-Party Payors. The Company is primarily reimbursed for
its services by insurance companies or other third-party payors. The Company
typically receives payment between 90 and 120 days after rendering an invoice,
although such period can be longer. The size and nature of claims related to
services provided by the Company result in a large number of such claims being
reviewed by third-party payors prior to payment. Accordingly, the Company's
cash flow may at times be insufficient to meet its accounts payable. The
Company has been required to borrow funds to meet its ongoing obligations and
may be required to do so in the future.
<PAGE>
Insurance. The Company is subject to potential liability and therefore carries
various insurance policies, including policies insuring against certain
negligent acts. There can be no assurance that the Company's insurance
policies will adequately meet its potential liabilities. Nor can it be assured
that the Company will continue to qualify for, obtain or afford insurance
coverage. See "BUSINESS -- Insurance."
Shares Eligible for Future Sale and Registration Rights; Underwriter's
Warrants and Redeemable Public Investor Warrants. As of August 1, 1995, the
Company had 8,443,065 shares of Common Stock outstanding. Of these shares,
approximately 5,494,000 have been registered or are otherwise tradable under
the 1933 Act. The Company has also granted various registration rights in
connection with certain acquisitions. The remaining shares of outstanding
Common Stock are restricted from current public sale under Rule 144
promulgated under the 1933 Act. Ann T. Mittasch, Gilda Schechter and Randolph
J. Mittasch, three officers and directors of the Company, have agreed to sell
no more than 350,000 of their shares of Common Stock until December 16, 1995.
As of August 1, 1995, there were also outstanding (i) the Warrants
exercisable to purchase 250,439 shares of Common Stock that are covered by
this Prospectus and (ii) 418,250 options granted pursuant to the Company's
stock option plans (each option exercisable to purchase one share of Common
Stock at an average exercise price of approximately $4.28).
The possibility of future sales by existing stockholders under Rule 144, or
through the exercise of outstanding "piggyback" or demand registration rights
may have a depressive effect on the market price of the Common Stock, and such
sales, if substantial, might also adversely affect the Company's ability to
raise additional capital. In addition, the exercise of the aforementioned
warrants and options by the holders thereof could result in a dilution of the
then book value of the Company's Common Stock. The aforementioned warrants and
options are likely to be exercised at a time when the Company would be able to
obtain additional capital on terms more favorable than those provided by such
warrants.
Security Interest in Assets; Restrictions in Credit Facility. As of August 1,
1995, the Company was obligated to Chase Manhattan Bank, N.A. ("Chase") for a
principal amount of $6,950,000 in the form of a three year revolving line of
credit (the "Credit Facility") under which the Company at any time can borrow
<PAGE>
up to 70% of its eligible receivables, not to exceed $7,500,000. In connection
with Credit Facility, the Company pledged all of its assets and all of its
subsidiaries to Chase. If the Company were to default with respect to any of
its obligations under the Credit Facility, Chase could foreclose on such
pledged assets, which could adversely affect the Company. The Credit Facility
also places certain restrictions or limitations on the Company's ability to
incur indebtedness, dispose of significant assets and other matters.
No Dividends. The Company has not paid any dividends since inception and does
not anticipate the payment of dividends in the foreseeable future.
PROCEEDS TO THE COMPANY
The Company will receive net proceeds equal to $1,236,254.52 from the exercise
of the Warrants. The Company intends to use the net proceeds for working
capital.
SELLING STOCKHOLDERS
The following table sets forth the number of shares of the Company's Common
Stock beneficially owned (as defined in Rule 13d-3 promulgated under the
Exchange Act) as of August 1, 1995 and as adjusted to reflect the sale of
shares offered hereby by the Selling Stockholders. The table also includes all
other persons who may be deemed to beneficially own the shares of Common Stock
to be sold by the Selling Stockholders.
Except as otherwise provided herein, neither the Selling Stockholders nor any
of their affiliates have maintained any position, office or other material
relationship within the past three years with the Company or any of the
Company's predecessors or affiliates.
[Table on next page]
<PAGE>
Shares Owned
Beneficially Prior to Offering
Amount and Number
Nature of Percent of Shares
Title of Name and Address Beneficial Class Being
Class of Beneficial Owner Ownership Ownership Sold
Common Stock C.G. Holdings of(2) 981,206 11.29 981,206
par value New York, Inc.
$.001 per share 1979 Marcus Avenue
Lake Success,
NY 11042
Common Stock Jordan Belfort(1)(2) 981,206 11.29 981,206
par value 5 Pin Oak Drive
$.001 per share Old Brookville,
NY 11545
Common Stock Daniel Porush(1)(2) 981,206 11.29 981,206
par value 1979 Marcus Avenue
$.001 per share Lake Success,
NY 11042
Common Stock Board of Directors(2) 981,206 11.29 981,206
par value of The Care Group, Inc.
$.001 per share One Hollow Lane
Lake Success,
NY 11042
Common Stock, One Hundred Pearl, Ltd.(3) 38,849(5) * 38,849
par value
$.001 per share
Common Stock, Albert Barbara(3) 37,326(5) * 37,326
par value
$.001 per share
Common Stock, Cohig & Associates, 31,146(5) * 31,146
par value Inc.(3)
$.001 per share
Common Stock, Eugene McColley(3) 8,846(5) * 8,846
par value
$.001 per share
Common Stock, Steven Bathgate(3) 7,422(5) * 7,422
par value
$.001 per share
Common Stock, Steven Hinkle(3) 5,713(5) * 5,713
par value
$.001 per share
<PAGE>
Shares Owned
Beneficially After the Offering
Number Percentage
Title of Name and Address of of Total
Class of Beneficial Owner Shares Shares
Common Stock C.G. Holdings of(2) - 0 - 0%
par value New York, Inc.
$.001 per share 1979 Marcus Avenue
Lake Success, NY 11042
Common Stock Jordan Belfort(1)(2) - 0 - 0%
par value 5 Pin Oak Drive
$.001 per share Old Brookville,
NY 11545
Common Stock Daniel Porush(1)(2) - 0 - 0%
par value 1979 Marcus Avenue
$.001 per share Lake Success,
NY 11042
Common Stock Board of Directors(2) - 0 - 0%
par value of The Care Group, Inc.
$.001 per share One Hollow Lane
Lake Success, NY 11042
Common Stock, One Hundred Pearl, Ltd.(3) - 0 - 0%
par value
$.001 per share
Common Stock, Albert Barbara(3) - 0 - 0%
par value
$.001 per share
Common Stock, Cohig & Associates, - 0 - 0%
par value Inc.(3)
$.001 per share
Common Stock, Eugene McColley(3) - 0- 0%
par value
$.001 per share
Common Stock, Steven Bathgate(3) - 0 - 0%
par value
$.001 per share
Common Stock, Steven Hinkle(3) - 0 - 0%
par value
$.001 per share
<PAGE>
Shares Owned
Beneficially Prior to Offering
Amount and Number
Nature of Percent of Shares
Title of Name and Address Beneficial Class Being
Class of Beneficial Owner Ownership Ownership Sold
Common Stock, Edward Larkin(3) 3,428(5) * 3,428
par value
$.001 per share
Common Stock, Rike Wooten(3) 577(5) * 577
par value
$.001 per share
Common Stock, Barclay Investments, 57,132(5) * 57,132
par value Inc.(3)
$.001 per share
Common Stock, Greenbridge Management 22,500(5) * 22,500
par value Corp(4)
$.001 per share
Common Stock, John Margiotta(4) 11,000(5) * 11,000
par value
$.001 per share
Common Stock, William Binder(4) 5,500(5) * 5,500
par value
$.001 per share
Common Stock, Howard Schwartz(4) 4,000(5) * 4,000
par value
$.001 per share
Common Stock, Steven Finkelstein (4) 2,000(5) * 2,000
par value
$.001 per share
Common Stock, Robert Neff(4) 15,000(5) * 15,000
par value
$.001 per share
<PAGE>
Shares Owned
Beneficially After the Offering
Number Percentage
Title of Name and Address of of Total
Class of Beneficial Owner Shares Shares
Common Stock, Edward Larkin(3) - 0 - 0%
par value
$.001 per share
Common Stock, Rike Wooten(3) - 0- 0%
par value
$.001 per share
Common Stock, Barclay Investments, Inc.(3) - 0 - 0%
par value
$.001 per share
Common Stock, Greenbridge Management - 0 - 0%
par value Corp(4)
$.001 per share
Common Stock, John Margiotta(4) - 0 - 0%
par value
$.001 per share
Common Stock, William Binder(4) - 0 - 0%
par value
$.001 per share
Common Stock, Howard Schwartz(4) - 0 - 0%
par value
$.001 per share
Common Stock, Steven Finkelstein (4) - 0 - 0%
par value
$.001 per share
Common Stock, Robert Neff(4) - 0 - 0%
par value
$.001 per share
(1) Messrs. Belfort and Porush may be deemed beneficial owners of all the
shares of Common Stock held by C.G. Holdings of New York, Inc. because Messrs.
Belfort and Porush control C.G. Holdings of New York, Inc.
(2) The 981,206 shares of Common Stock held by C.G. Holdings of New York, Inc.
are subject to a voting trust pursuant to which the Board of Directors of the
Company is the sole voting trustee. The Board of Directors of the Company is
deemed a beneficial owner of the shares of solely by virtue of the voting
trust. The Board of Directors only has voting power over the shares and no
dispositional power or pecuniary interest. The shares of Common Stock to be
sold by the Selling Stockholder will be released from the voting trust upon
public sale. The individual members of the Company's Board of Directors
disclaim beneficial ownership of the shares of Common Stock held by C.G.
Holdings of New York, Inc. The individual board members are Ann T. Mittasch,
Randolph J. Mittasch, Gilda G. Schechter, John J. Lynch and Dr. Alex Maurillo.
<PAGE>
(3) The Beneficial Owner served as an underwriter (or if the Beneficial Owner
is an individual, as an officer or employee of an underwriter) in connection
with a public offering of Common Stock completed by the Company in October,
1991.
(4) The Selling Stockholder is an affiliate or registered securities
representative of Greenway Capital Corp. Greenway Capital Corp. served as a
financial consultant to the Company from June, 1992 to February, 1993.
(5) The Selling Stockholder holds presently exercisable Warrants to purchase
the number of shares of Common Stock set forth opposite his name and
accordingly is deemed the beneficial ownership of such underlying shares of
Common Stock pursuant to Rule 13d-3 under the Security Exchange Act of 1934,
as amended.
* Less than 1% of the issued and outstanding shares of Common Stock of the
Company.
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholders intend to publicly sell their securities offered
hereby on a continuous basis at the market -- that is, at the prevailing price
in the over-the-counter market at the time of sale. It is anticipated that
underwriters will not be used in connection with the shares of Common Stock to
be offered by Selling Stockholders. The Company is not aware of any agreement,
arrangement or understanding entered into by the Selling Stockholders with any
other broker-dealers or the Company prior to the date of this Prospectus with
respect to its securities of the Company covered by this Prospectus.
If the Selling Stockholders sell any of their securities offered hereby
through a broker-dealer, it is anticipated that the broker-dealer shall only
receive its customary and ordinary brokerage commission for the transaction.
Expenses of this Offering
All of the expenses of this offering, which are estimated at $10,000, are
payable by the Company.
No Escrow Arrangements
There is no arrangement to have funds received by the Company placed in any
escrow, trust or similar account or arrangement.
INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
The following documents and information filed by the Company with the
Securities and Exchange Commission are incorporated herein by reference:
(a) Annual Report on Form 10-K and Amendment No.1 thereto on Form 10-K/A
for the fiscal year ended December 31, 1994.
(b) Quarterly Report on Form 10-Q for the quarter ended March 31, 1995.
<PAGE>
(c) Form 10-C dated March 6, 1995.
(d) The description of the Company's Common Stock which is contained in the
Company's Form 8-A dated June 7, 1989 as filed under Section 12 of the
Securities Exchange Act of 1934, including any amendment or report filed for
the purpose of updating such description.
All documents filed by the Company pursuant to Section 13(a), 13(c), 14 or
15(d) of the Securities Exchange Act of 1934 after the date of this Prospectus
and prior to the termination of the offering of the shares of Common Stock
covered by this Prospectus shall be deemed to be incorporated by reference in
this Prospectus and to be a part hereof from the respective dates of filing of
such documents. Any statement contained in a document incorporated or deemed
to be incorporated by reference herein shall be deemed to be modified or
superseded for purposes of this Prospectus to the extent that a statement
contained herein or in any other subsequently filed document which also is or
is deemed to be incorporated by reference herein or in any Prospectus
Supplement modifies or supersedes such statement. Any statement so modified or
superseded shall not be deemed, except as so modified or superseded, to
constitute a part of this Prospectus.
TRANSFER AGENT
The transfer agent for the Common Stock is American Stock Transfer and Trust
Company, 40 Wall Street, New York, New York 10005.
LEGAL MATTERS
Kaufman Goldstein Gartner & Taub, P.C., 342 Madison Avenue, New York, New York
10173 has acted as counsel for the Company in connection with this prospectus.
MATERIAL CHANGES
The Company's Current Report on Form 8-K dated May 19, 1994 as filed with the
Securities Exchange Commission which reports the acquisition by the Company of
Advanced Care Associates, Inc. and affiliates is incorporated herein by
reference.
<PAGE>
INDEMNIFICATION
The Company's certificate of incorporation provides that to the fullest extent
permitted under the General Business Corporation Law ("GCL") of the State of
Delaware, no director of the Company shall be liable to the Company or its
stockholders for monetary damages for breach of fiduciary duty as a director.
The Company's by-laws provide that the Company's officers and directors will
be indemnified to the fullest extent permitted by GCL.
Section 145 of GCL contains various provisions entitling directors, officers,
employees or agents of the Company to indemnification from judgments, fines,
amounts paid in settlement and reasonable expenses, including attorneys' fees,
as the result of an action or proceeding (whether civil, criminal,
administrative or investigative) in which they may be involved by reason of
being or having been a director, officer, employee or agent of the Company
provided said persons acted in good faith and in a manner reasonably believed
to be in or not opposed to the best interest of the Company (and, with respect
to any criminal action or proceedings, had no reasonable cause to believe that
the conduct complained of was unlawful).
Insofar as indemnification for liabilities arising under the Securities Act of
1933 may be permitted to directors, officers, or persons controlling the
Company pursuant to the foregoing provisions, or otherwise, the Company has
been informed that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is
therefore unenforceable.
In the event that a claim for indemnification against such liabilities (other
than the payment by the Company of expenses incurred or paid by a director,
officer or controlling person of the Company in the successful defense of any
action, suit or proceeding) is asserted by such director, officer or
controlling person in connection with the securities being registered, the
Company will, unless in the opinion of its counsel the matter has been settled
by controlling precedent, submit to a court of appropriate jurisdiction the
question of whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final adjudication of such
issue.
<PAGE>
PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
Item 14. Other Expenses of Issuance and Distribution
The following is a list of the estimated expenses to be incurred by the
Company in connection with the registration of the securities hereby. The
Company will bear all registration expenses, and no part of these expenses are
to be borne by the Selling Stockholders. The Company will not bear any
brokerage commissions to be paid by the Selling Stockholders in connection
with the sale of securities.
Registration Fee $ 100.00
Printing and Engraving $ 500.00
Accountants' fees and expense $3,500.00
Blue Sky filing fees and expenses $ - 0 -
Legal fees and expenses $5,000
Transfer Agent's Fees and Expenses $ - 0 -
Miscellaneous $ 900.00
Total $10,000.00
<PAGE>
Item 15. Indemnification of Directors and Officers
The Delaware General Corporation Law permits indemnification by the Company of
any director, officer, employee or agent of the Company or person who is
serving at the Company's request as a director, officer, employee or agent of
another corporation, or other enterprise, against expenses (including
attorney's fees), judgments, fines and amounts paid in settlement, actually
and reasonably incurred by him in connection with the defense of any
threatened, pending or completed action (whether civil, criminal,
administrative or investigative), to which he is or may be a party by reason
of having been such director, officer, employee or agent, provided that he
acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the Company, and, with respect to any
criminal action or proceedings, had no reasonable cause to believe his conduct
was unlawful. The Company also has the power to indemnify persons set forth
above from threatened, pending or completed actions or suits by or in the
right of the Company to procure a judgment in its favor by reason of the fact
that such person was a director, officer, employee or agent of another
corporation or enterprise against expenses actually and reasonably incurred by
him in connection with the defense or settlement of the action if he acted in
good faith and in a manner he reasonably believed to be in or not opposed to
the best interest of the Company and except that no indemnification can be
made with regard to any claim, issue or matter as to which performance of his
duty to the Company unless and only to the extent that the court in which the
action was brought determines that the person was fairly and reasonably
entitled to indemnity. Any indemnification (unless ordered by a court) must be
made by the Company only as authorized in the specific case upon a
determination that indemnification of the person is proper in the
circumstances because he has met the applicable standards of conduct. The
determination must be made by the Board of Directors by a majority vote of a
quorum consisting of directors who are not parties to the action, or if a
quorum is not obtainable or, even if obtainable and a quorum of disinterested
directors so direct, by independent legal counsel in a written opinion, or by
the stockholders. The Company may pay the expenses of an action in advance of
final disposition if authorized by the Board of Directors in a specific case,
upon receipt of an undertaking by the person to be indemnified to repay any
such advances unless it shall ultimately be determined that such person is
entitled to be indemnified by the Company as authorized by law.
<PAGE>
The Company's Certificate of Incorporation provides as follows:
"No director shall be liable to the corporation or any of its stockholders for
monetary damages for breach of fiduciary duty as a director, except with
respect to (1) a breach of the director's duty of loyalty to the corporation
or its stockholders, (2) acts or omissions not in good faith or which involve
intentional misconduct or a knowing violation of law, (3) liability under
Section 174 of the Delaware General Corporation Law or (4) a transaction from
which the director derived an improper personal benefit, it being the
intention of the foregoing provision to eliminate the liability of the
corporation's directors to the corporation or its stockholders to the fullest
extent permitted by Section 102(b)(7) of the Delaware General Corporation Law,
as amended from time to time, each person that such Sections grant the
corporation the power to indemnify."
The By-laws of the Company provides as follows:
Indemnification of Officers and Directors
The corporation shall indemnify its officers, directors, employees and agents
to the fullest extent permitted by the Delaware Business Corporation Law.
The Company also maintains directors and officers' liability insurance
covering certain liabilities of directors and officers of the Company,
including violations of the 1933 Act and the Exchange Act.
Item 16. Exhibits
Exhibit No. Description of Exhibit
4. Form of Common Stock (included as an exhibit to the Company's
Registration Statement on Form S-18 filed with Securities
Commission or post-effective amendments thereto (Registration
No. 33-27840-NY), which exhibit is incorporated herein by
reference).
5. Opinion of Kaufman Goldstein Gartner & Taub, P.C.
23. (a) Consent of Deloitte & Touche LLP, certified public
accountants.
<PAGE>
(b) Consent of Geschwind, Davidson & Co., certified public
accountants.
(c) Consent of Kaufman Goldstein Gartner & Taub, P.C.
(contained in the opinion).
Item 17: Undertakings.
(a) The Company hereby undertakes:
(1) to include any material information with respect to the plan of
distribution not previously disclosed in the registration statement or any
material change to such information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post- effective amendment shall be deemed to
be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to an initial
bona-fide offering thereof.
(3) To remove from registration by means of a post- effective
amendment any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Company hereby undertakes that, for the purposes of determining any
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Securities
Exchange Act of 1934 (and, where applicable, each filing of an employee
benefit plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona-fide offering thereof.
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the Securities and Exchange
Commission such indemnification is against public policy as expressed in the
Act and is, therefore, unenforceable. In the event that a claim for
indemnification against such liabilities (other than the payment by the
Registrant of expenses incurred or paid by a director, officer or controlling
person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act
and will be governed by final adjudication of such issue.
<PAGE>
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-3 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Lake Success, State of New York, on August 8, 1995.
THE CARE GROUP, INC.
By: /s/ Ann T. Mittasch
Ann T. Mittasch, President
and Chairman
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed below by the following persons in the
capacities and on the dates indicated.
Date: August 8, 1995 /s/ Ann T. Mittasch
Ann T. Mittasch, Chairman
and President
Date: August 8, 1995 /s/ Gilda G. Schechter
Gilda G. Schechter, Executive
Vice President and a Director
Date: August 8, 1995 /s/ Randolph J. Mittasch
Randolph J. Mittasch, Secretary,
Treasurer and Director
Date: August 8, 1995 /s/ Dr. Alex Maurillo
Dr. Alex Maurillo, Director
Date: August 8, 1995 /s/ John J. Lynch
John J. Lynch, Director
Date: August 8, 1995 /s/ Pat H. Celli
Pat H. Celli, Chief Financial
Officer, Assistant Secretary,
Assistant Treasurer (Principal
Financial and Accounting
Officer)
<PAGE>
August 8, 1995
The Care Group, Inc.
1 Hollow Lane
Lake Success, New York 11042
Re: REGISTRATION STATEMENT ON FORM S-3
Gentlemen:
We have acted as special counsel to The Care Group, Inc., a Delaware
corporation (the "Company"), in connection with the preparation of the
Company's Registration Statement on Form S-3 and pre-effective amendment
number 2 thereto, which Registration Statement covers a total of 1,231,645
shares (the "Registered Shares") of Common Stock, par value $.001 of the
Company. Such registration statement is hereinafter referred to as the
"Registration Statement"; and the securities being registered in the
Registration Statement are hereinafter referred to as the "Registered
Securities".
We have examined originals or copies, certified or otherwise identified to our
satisfaction, of all such records of the Company, certificates of officers or
representatives of the Company and the selling stockholders and others, and
such other documents, certificates and corporate or other records as we have
deemed necessary or appropriate as a basis for the opinions set forth herein.
In our examination we have assumed the genuineness of all signatures, the
authenticity of all documents submitted to us as originals, the conformity to
original documents of all documents submitted to us as certified or
photostatic copies and the authenticity of the originals of such latter
documents. As to any facts material to this opinion expressed herein which
were not independently established or verified, we have relied upon
statements, representations and warranties of officers and other
representatives of the Company, the selling stockholders and others.
Based upon the foregoing, we are of the opinion that if and when each of the
following events shall have occurred:
(a) The Registration Statement shall have become effective and
shall remain effective in accordance with its terms and undertakings;
<PAGE>
(b) The provisions of applicable state securities or blue sky laws
shall have been complied with; and
(c) The Registered Securities shall have been sold in accordance with the
Registration Statement and full payment therefor shall have been made
pursuant to the terms of the Registration Statement,
then the Registered Securities will, when offered or sold in accordance with
the terms of the Registration Statement, be legally issued, fully paid and
non-assessable.
In connection with the opinion set forth above, we have participated in
conferences with officers and other representatives of the Company, the
selling stockholders and representatives of the independent certified public
accountant for the Company at which the contents of the Registration Statement
and Prospectus and related matters were discussed. We are not passing upon and
do not assume any responsibility for the accuracy, completeness or fairness of
the statements contained in the Registration Statement and Prospectus.
The opinion rendered above is subject to the following exceptions: (i)
enforceability as may be limited by applicable bankruptcy, insolvency,
reorganization, moratorium or similar laws affecting the enforcement of
creditors' rights generally, and (ii) the availability of equitable remedies
is subject to the discretion of the court before which any proceeding thereof
may be brought.
We are members of the Bar of the State of New York only and do not hold
ourselves out as being conversant with, and express no opinion with respect
to, the laws of any jurisdiction other than the laws of the State of New York
and the United States of America and the corporate law of the State of
Delaware.
We are furnishing this opinion to the Company solely for its benefit, and this
opinion is not to be used, circulated, quoted or otherwise referred to for any
other purpose.
We consent to the inclusion of this opinion letter as an exhibit to the
Registration Statement and to the use of our name in the "Legal Matters"
section of the Registration Statement.
Very truly yours,
/s/ Kaufman Goldstein Gartner & Taub, P.C.
KAUFMAN GOLDSTEIN GARTNER & TAUB, P.C.
<PAGE>
INDEPENDENT AUDITORS' CONSENT
We consent to the incorporation by reference in this Pre-Effective Amendment
No. 2 to Registration Statement No. 33-90836 of The Care Group, Inc. on Form
S-3 of our report dated March 20, 1995, appearing in the Annual Report on Form
10-K of The Care Group, Inc. for the year ended December 31, 1994.
/s/ Deloitte & Touche LLP
Jericho, New York
August 7, 1995
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-3 (File No. 33-
90836; the "Registration Statement") of The Care Group, Inc. (the
"Registrant"), a Delaware corporation, and to the Prospectus to be used in
connection with the Registration Statement, of (i) our report dated March 22,
1994 on the consolidated financial statements of the Company for the years
ended December, 1993 and December, 1992 included in the Company's Annual
Report on Form 10-K for the year ended December 31, 1994 filed with the
Securities and Exchange Commission and incorporated into the Registration
Statement by reference, and (ii) our report on the combined financial
statements of Advanced Care Associates, Inc. and affiliates dated March 31,
1994, included in the Company's Current Report on Form 8-K dated May 19, 1994,
which report is incorporated into the Registration Statement by reference.
/s/ GESCHWIND, DAVIDSON & CO.
Geschwind, Davidson & Co.
Baldwin, New York
August 8, 1995
