<PAGE>
As filed with the Securities and Exchange Commission on June ____, 1995
Registration No. 33-90836
_______________________________________________________
Pre-Effective Amendment No. 1
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.
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]
<TABLE>
CALCULATION OF REGISTRATION FEE
<CAPTION>
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Aggregate Regis-
Registered Registered Price Per Offering tration
(1) (1) Share Price Fee
<S> <C> <C> <C> <C>
______________________________________________________________________________
Common Stock, 981,206 $3.75(2) $3,679,522.50(2) $1,268.80(2)
par value shares
$.001 per share, issuable upon exercise of warrants
</TABLE>
(1) The registration fee in this Pre-Effective Amendment No. 1 covers
shares to be sold by a selling stockholder.
(2) Computed solely for the purpose of calculating the registration
fee pursuant to paragraph (c) of Rule 457 under the Securities Act of 1933, as
amended. The registration fee is being calculated upon the basis of the
average of the high and low prices of the Common Stock of The Care Group, Inc.
reported in the consolidated system on June 22, 1995.
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).
<PAGE>
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
Cover Page of Prospectus Sheet; 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 Legal Matters and Experts
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
-3-
<PAGE>
PROSPECTUS OR
S-3 ITEM REGISTRATION CAPTION
<cont'd) <cont'd)
Item 15. Indemnification of Directors Indemnification of Directors
and Officers and Officers
Item 16. Exhibits Exhibits
Item 17. Undertakings Undertakings
-4-
<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 250,438 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 June 22, 1995 the closing bid price for the Common
Stock was $3.69.
______________________________________________________________________________
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.
______________________________________________________________________________
<TABLE>
<CAPTION>
Underwriting Proceeds
Price to Discounts Proceeds to to Selling
Per Share Public (1) and Commissions Issuer (2)(3) Stockholders
<S> <C> <C> <C> <C>
Per Share $3.75 None $4.68 with $3,679,522.50
respect to with respect to
190,439 shares 981,206 shares (4)
and $5.75 with
Total $4,618,665 None respect to
60,000 shares
$1,236,249.84
(1,231,644 shares) $3,679,522.50 (4)
</TABLE>
(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 June 22, 1995.
(2) The Company will receive total proceeds of $1,236,249.84 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 $7,000, 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 June , 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.
-1-
<PAGE>
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.
-2-
<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).
__________________________
-3-
<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 15
Incorporation of Certain Information by Reference 16
Transfer Agent 16
Legal Matters 16
Material Changes 16
Indemnification 17
-4-
<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
therapies and durable medical equipment and devices. Plans of treatment
-5-
<PAGE>
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.
-6-
<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.
-7-
<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.
-8-
<PAGE>
The Offering
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
-9-
<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.
-10-
<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 June 1, 1995, the
Company had 8,445,065 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 June 22, 1995, there were also outstanding (i) the Warrants
exercisable to purchase 250,438 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
June 22, 1995, the Company was obligated to Chase Manhattan Bank, N.A.
("Chase") for a principal amount of $6,750,000 in the form of a three year
-11-
<PAGE>
revolving line of credit (the "Credit Facility") under which the Company at
any time can borrow 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 $1,236,253.60 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 March 30, 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]
-12-
<PAGE>
<TABLE>
Shares Owned
Beneficially Prior
to Offering
Name and Amount and Percent Number
Address Nature of of Shares
Title of of Bene- Beneficial Class Being
Class ficial Owner Ownership Ownership Sold
<S> <C> <C> <C> <C>
Common Stock C.G. Holdings of 981,206 11.29 981,206
par value New York, Inc. (2)
$.001 1979 Marcus Avenue
per share Lake Success, NY 11042
Common Stock Jordan Belfort
par value (1)(2) 981,206 11.29 981,206
$.001 5 Pin Oak Drive
per share Old Brookville, NY 11545
Common Stock Daniel Porush 981,206 11.29 981,206
par value (1)(2)
$.001 1979 Marcus Avenue
per share Lake Success, NY 11042
Common Stock Board of Directors 981,206 11.29 981,206
par value (2)
$.001 of The Care Group, Inc.
per share One Hollow Lane
Lake Success, NY 11042
Common Stock, One Hundred Pearl, Ltd. 38,849 (5) * 38,849
par value (3)
$.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
Shares Owned
Beneficially After
the Offering
Name and Number Percentage
Title of Address of of of Total
Class Beneficial Owner Shares Shares
<S> <C> <C> <C>
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, - 0 - 0%
par value Ltd.(3)
$.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
-13-
<PAGE>
Shares Owned
Beneficially Prior
to Offering
Name and Amount and Percent Number
Address Nature of of Shares
Title of of Bene- Beneficial Class Being
Class ficial Owner Ownership Ownership Sold
(Cont'd)
<S> <C> <C> <C> <C>
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
Shares Owned
Beneficially After
the Offering
Name and Number Percentage
Title of Address of of of Total
Class Beneficial Owner Shares Shares
<S> <C> <C> <C>
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, - 0 - 0%
par value Inc.(3)
$.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
</TABLE>
(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
-14-
<PAGE>
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.
(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.
-15-
<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
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.
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<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.
-17-
<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.
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<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 $ 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 $7,000.00
-19-
<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.
The Company's Certificate of Incorporation provides as follows:
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<PAGE>
"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*
_____________
* To be filed by pre-effective amendment.
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<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.
_____________
* To be filed by pre-effective amendment.
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<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.
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<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
June 22, 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: June 22, 1995 /s/ Ann T. Mittasch
Ann T. Mittasch, Chairman
and President
Date: June 22, 1995 /s/ Gilda G. Schechter
Gilda G. Schechter, Executive
Vice President and a Director
Date: June 22, 1995 /s/ Randolph J. Mittasch
Randolph J. Mittasch, Secretary,
Treasurer and Director
Date: June 22, 1995 /s/ Dr. Alex Maurillo
Dr. Alex Maurillo, Director
Date: June 22, 1995 /s/ John J. Lynch
John J. Lynch, Director
Date: June 22, 1995 /s/ Pat H. Celli
Pat H. Celli, Chief Financial Officer,
Assistant Secretary, Assistant
Treasurer (Principal
Financial and Accounting Officer)
-23-
