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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 02549
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FORM 8-K
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Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 13, 1997
CareMatrix Corporation
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(Exact name of registrant as specified in its charter)
Delaware 0-19815 04-3069586
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State or other jurisdiction Commission File Number IRS Employer
of incorporation Identification No.
197 First Avenue
Needham, Massachusetts 02194
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(Address of principal executive offices)
(617) 433-1000
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(Registrant's telephone number,
including area code)
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Item 5. Other Events.
On August 13, 1997, the following press release was issued in connection
with CareMatrix Corporation's issuance of convertible subordinated notes:
"NEEDHAM, Mass., Aug. 13, 1997 -- CareMatrix Corporation
(AMEX:CMD) today announced that it has sold $100 million of 6-1/4
percent convertible subordinated notes due August 15, 2004 in a
private offering within the United States to qualified
institutional investors and outside the United States to non-U.S.
investors expected to close August 18, 1997. The Company has
granted the initial purchasers a 30-day option to purchase up to
an additional $15.0 million of notes to cover over-allotments, if
any.
The notes, which are non-callable for three years, will be
convertible into a total of approximately 3,463,203 shares of
common stock of the Company at a conversion price of $28.875 per
share (3,982,684 shares if the initial purchasers' over-allotment
option is exercised in full).
The Company intends to use the net proceeds of the offering
for general corporate purposes, including, but not limited to,
capital expenditures and working capital and possible future
acquisitions.
The securities to be offered will not be registered under
the Securities Act of 1933, as amended (the "Securities Act"), or
any state securities laws and, unless registered, may not be
offered or sold in the United States except pursuant to an
exemption from, or in a transaction not subject to, the
registration requirements of the Securities Act and applicable
state securities laws."
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Signature
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAREMATRIX CORPORATION
By: /s/ Robert M. Kaufman
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Robert M. Kaufman
Chief Executive Officer
Dated: August 18, 1997
