================================================================================
Securities and Exchange Commission
Washington, D.C. 20549
--------
FORM 8-K
--------
Current Report Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (date of earliest event reported): August 1, 1997
CareMatrix Corporation
---------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
Delaware 0-19815 04-3069586
- ------------------------------ ---------------------- ------------------------------
<S> <C> <C>
State or other jurisdiction of Commission File Number IRS Employer Identification No.
incorporation
</TABLE>
197 First Avenue
Needham, Massachusetts 02194
-------------------------------------------
(Address of principal executive offices)
(617) 433-1000
---------------------------------
(Registrant's telephone number,
including area code)
================================================================================
<PAGE>
Item 5. Other Events.
On August 1, 1997, the following press release was issued in connection
with CareMatrix Corporation's proposed issuance of convertible subordinated
notes:
"NEEDHAM, Mass., August 1, 1997 -- CareMatrix Corporation, (AMEX:
CMD), a fully integrated assisted living company, announced today that it
intends, subject to market and other conditions, to raise $100 million
(excluding the proceeds of the overallotment option, if any) through a
private offering of convertible subordinated notes within the United States
to qualified institutional investors and outside the United States to
non-U.S. investors.
The Company stated that it intends to use the proceeds of the offering
for general corporate purposes, including, but not limited to, capital
expenditures and working capital and possible future acquisitions.
It is contemplated that the notes will be convertible into shares of
common stock and will have a seven year term. No other terms were
disclosed.
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.
CareMatrix Corporation is a leading provider of senior housing
services including assisted living, supportive independent living and
specialized programs for people with Alzheimer's disease.
This release contains forward-looking statements regarding the
Company's future plans, operations and prospects. The Company's actual
results could differ materially from the results anticipated in these
forward looking statements as a result of uncertainties, including risks
relating to demand, pricing, competition, construction, and other factors
identified in the Company's filings with the Securities and Exchange
Commission."
* * *
<PAGE>
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
-----------------------
Robert M. Kaufman
Chief Executive Officer
Dated: August 4, 1997
