<PAGE>
January 3, 1995
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549
Re: THE CARE GROUP, INC.
FORM S-3
Gentlemen:
On behalf of our client The Care Group, Inc. (the -Company+) we herewith
electronically file the Company+s Registration Statement on Form S-3.
The Company+s Form S-3 registers 244,285 shares of the Company+s Common
Stock, par value $.001 per share.
A certified check covering the registration fee has been sent by Express
Mail to the SEC lockbox under separate cover.
If you have any questions, please call me at (212) 490-6080. Thank you
Very truly yours,
/s/ Michael Harvey
Michael Harvey
<PAGE>
As filed with the Securities and Exchange Commission on January ____, 1996
Registration No.
_______________________________________________________
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>
<CAPTION>
CALCULATION OF REGISTRATION FEE
Title of Proposed Proposed
Securities Amount Maximum Maximum Amount of
to be to be Offering Price Aggregate Registration
Registered (1) Registered (1) Per Share Offering Price Fee(2)
<S> <C> <C> <C> <C>
Common Stock, 244,285 $1.91 $466,584.35 $160.89
par value
$.001 per share
</TABLE>
(1) The registration fee 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 January 2, 1996.
<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.
2
<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 Proceeds to the Company
Item 5. Determination of Offering -Material Changes+
Price
Item 6. Dilution Not applicable
Item 7. Selling Security Holders Selling Stockholder
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 (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
4
<PAGE>
PROSPECTUS
244,285 SHARES OF COMMON STOCK
THE CARE GROUP, INC.
This Prospectus relates to the offering of 244,285 shares of Common Stock by
a selling stockholder (the -Selling Stockholder+). All shares of Common Stock
covered by this prospectus are to be sold on a best efforts basis by the
Selling Stockholder.
It is anticipated that the Selling Stockholder will sell its 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 STOCKHOLDER" and "PLAN OF
DISTRIBUTION."
The Company will not receive any proceeds from the sale of shares of Common
Stock by the Selling Stockholder. 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 January 2, 1996 the closing bid price for the Common Stock
was $ 1 -31/32.
______________________________________________________________________________
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) STOCKHOLDER (2)
<S> <C> <C> <C> <C>
Per Share $1.91 None None $1.91
Total
(244,285
shares) $466,584.35 None None $466,584.35
</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 January 2, 1996.
(2) Does not include brokerage commissions to be paid by the Selling
Stockholder. All expenses of this offering, estimated to be $9,500, will be
paid by the Company.
_______________________________________________________________________________
The date of this Prospectus is January , 1996
5
<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.
6
<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.
7
<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 accounting firm.
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).
__________________________
8
<PAGE>
TABLE OF CONTENTS
ITEM PAGE
Available Information 17
Summary Information 10
Investment Considerations 15
Proceeds to the Company 17
Selling Stockholder 17
Plan of Distribution 19
Incorporation of Certain
Information by Reference 19
Transfer Agent 20
Legal Matters 20
Material Changes 21
Indemnification 22
9
<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 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 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,
10
<PAGE>
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.
11
<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.
12
<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.
13
<PAGE>
The Offering
Total Number of shares of Common Stock
included in this offering 244,285 shares
Common Stock outstanding prior
to the offering 8,450,015 shares
Common Stock to be outstanding
after the offering 8,450,015 shares
NASDAQ/NMS Symbol CARE
14
<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.
In September 1994, the Company+s then recently acquired subsidiary, 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. The Company has been engaged in settlement
discussions with the U.S. Department of Justice and believes that the final
settlement will be entered into within the next one to three months, although
there can be no assurance. 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.
In October, 1994, the Company also filed a lawsuit against the former owners
of Advanced Care Associates, Inc. seeking rescission of their employment
agreements and monetary damages. While the Company believes that this matter
will be resolved favorably for the Company, there can be no assurance.
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, and the third-party payors may
attempt to deny reimbursement of certain claims. Accordingly, because these
factors may delay payments to the Company for its services, the Company's cash
flow may at times be
15
<PAGE>
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.
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.
Shares Eligible for Future Sale and Registration Rights; Underwriter's
Warrants and Redeemable Public Investor Warrants. As of December 15, 1995, the
Company had 8,450,015 shares of Common Stock outstanding. Of these shares,
approximately 6,588,000 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.
As of December 15, 1995, there were also outstanding (i) Underwriter Warrants
exercisable to purchase 194,597 shares of Common Stock at a per share exercise
price of $4.58 and (ii) 701,000 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 $3.00).
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 December
15, 1995, the Company was obligated to Chase Manhattan Bank, N.A. ("Chase") for
a principal amount of $7,100,000 in the form of a revolving line of credit (the
"Credit Facility") expiring November 1998 under which the Company at any time
can borrow up to 70% of its eligible receivables, not to exceed $12,000,000.
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
16
<PAGE>
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 not receive any proceeds with respect to this offering.
SELLING STOCKHOLDER
The Selling Stockholder is Clinical Care Services, Inc., a Georgia
corporation. In July, 1994, the Company acquired substantially all assets of
the Selling Stockholder. The shares offered hereby were acquired by the
Selling Stockholder in July, 1994 as part of the consideration received by the
Selling Stockholder in exchange for the sale of its assets to the Company.
The Selling Stockholder is wholly owned by Mr. Jack J. Gutkin. Mr. Gutkin
has been an employee of the Company+s subsidiary Care Line of Georgia, Inc., a
Georgia corporation, since July, 1994 through the date of this prospectus.
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 December 15, 1995 and as adjusted to reflect the sale of
shares offered hereby by the Selling Stockholder. 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 Stockholder. Except as otherwise provided herein,
neither the Selling Stockholder nor any of its 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.
17
<PAGE>
<TABLE>
<CAPTION>
Shares Owned Shares Owned
Beneficially Prior to Offering Beneficially After the Offering
______________________________ _______________________________
Title of Name and Amount and Number
Class Address of Nature of Percent of Shares Number Percentage
Beneficial Beneficial Class Being of of Total
Owner Ownership Ownership Sold Shares Shares
<S> <C> <C> <C> <C> <C> <C>
Common Clinical Care 244,285 2.9% 224,285 -0- -0-
Stock Services, Inc. (direct
par value ownership)
$.001
per share
Common Mr. Jack 244,285 2.9% 224,285 -0- -0-
Stock Gutkin 1 (directly
par value owned
$.001 through ownership
per share of the Selling
Stockholder)
</TABLE>
1 Mr. Jack J. Gutkin owns all the outstanding capital stock of Clinial Care
Services, Inc.
18
<PAGE>
PLAN OF DISTRIBUTION
The Selling Stockholder intends to publicly sell its 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 the Selling Stockholder. The Company is not aware of any
agreement, arrangement or understanding entered into by the Selling Stockholder
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 Stockholder sells any of its 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 $9,500 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.
(c) Quarterly Report on Form 10-Q for the quarter ended June 30, 1995
(d) Quarterly Report on Form 10-Q for the quarter ended September 30, 1995
19
<PAGE>
(e) Form 10-C dated March 6, 1995.
(f) 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.
20
<PAGE>
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.
21
<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.
22
<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 Stockholder. The Company will not bear any
brokerage commissions to be paid by the Selling Stockholder in connection with
the sale of securities.
<TABLE>
<CAPTION>
<S> <C>
Registration Fee $ 100.00
Printing and Engraving $ 500.00
Accountants' fees and expense $3,000.00
Blue Sky filing fees and expenses - 0 -
Legal fees and expenses $5,000.00
Transfer Agent's Fees and Expenses $ - 0 -
Miscellaneous $ 900.00
Total $9,500.00
</TABLE>
23
<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:
"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
24
<PAGE>
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
(b) Consent of Holtz Rubenstein & Co., LLP, certified public
accountants, successor firm to 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:
25
<PAGE>
(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 be 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.
26
<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.
27
<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 January 3, 1996.
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: January 3, 1996 /s/ Ann T. Mittasch
Ann T. Mittasch, Chairman
and President
Date: January 3, 1996 /s/ Gilda G. Schechter
Gilda G. Schechter, Executive
Vice President and a Director
Date: January 3, 1996 /s/ Randolph J. Mittasch
Randolph J. Mittasch, Secretary,
Treasurer and Director
Date: January 3, 1996 /s/ Dr. Alex Maurillo
Dr. Alex Maurillo, Director
Date: January 3, 1996 /s/ John J. Lynch
John J. Lynch, Director
Date: January 3, 1996 /s/ Pat H. Celli
Pat H. Celli, Chief Financial Officer,
Assistant Secretary, Assistant
Treasurer (Principal Financial and
Accounting Officer)
28
<PAGE>
January 3, 1996
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 , which Registration Statement
covers a total of 244,285 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+. The Shares included in the Registration Statement are
held by and are to be sold by a Selling Stockholder.
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;
(b) The provisions of applicable state securities or blue sky laws
1
<PAGE>
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.
2
<PAGE>
INDEPENDENT AUDITORS+ CONSENT
WE CONSENT TO THE INCORPORATION BY REFERENCE IN THIS REGISTRATION STATEMENT 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
JANUARY 2, 1996
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the use in this Registration Statement on Form S-3 (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) the Geschwind, Davidson & Co. 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) the Geschwind, Davidson & Co. report on the combined
financial statements of Advanced Care Associates, Inc. and affiliates dated
March 31, 1994, included in the Registrant+s Current Report on Form 8-K dated
May 19, 1994, which report is incorporated into the Registration Statement by
reference.
/s/ Holtz Rubenstein & Co., LLP
Holtz Rubenstein & Co., LLP (successor
to the practice of Geschwind, Davidson &
Co., Certified Public Accountants, who
examined the financial statements for the years
ended December 31, 1993 and December 31, 1992)
Melville, New York
December 28, 1995
