UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 10-K/A
[x] Annual report pursuant to Section 13 or 15(d) of the Securities Exchange
Act of 1934 for the fiscal year ended December 31, 1996.
[ ] Transition Report pursuant to Section 13 or 15(d) of the Securities
Exchange Act of 1934 for the period from __________ to ________.
Commission File No. 0-19815
CAREMATRIX CORPORATION
(Exact name of registrant as specified in its charter)
Delaware 04-3069586
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification Number)
197 First Avenue, Needham, MA 02194
(Address of principal executive offices) (Zip Code)
(617) 433-1000
(Registrant's telephone number, including area code)
Securities registered pursuant to Section 12(b) of the Act:
Name of each exchange
Title of each class on which registered.
Common Stock, par value $.05 American Stock Exchange
Securities registered pursuant to Section 12(g) of the Act:
None
Indicate by check mark whether the registrant (1) has filed all
reports required to be filed by Section 13 or 15(d) of the Securities Exchange
Act of 1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports) and (2) has been subject to such
filing requirements for the past 90 days. Yes [X] No [ ]
Indicate by check mark if disclosure of delinquent filers pursuant to
Item 405 of Regulation S-K is not contained herein, and will not be contained,
to the best of registrant's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-K or any
amendment to this Form 10-K. [ ]
On March 25, 1997, the aggregate market value of the voting stock
held by non-affiliates of the registrant was $156,985,860. As of March 25,
1997, there were outstanding 17,099,087 shares of the registrant's Common
Stock, $0.05 par value.
Documents Incorporated by Reference
Portions of the Company's definitive Proxy Statement for its annual meeting of
shareholders which the Company intends to file within 120 days after the end of
the Company's fiscal year ended December 31, 1996 are incorporated by reference
into Part II hereof as provided therein.
<PAGE>
ITEM 5. MARKET FOR THE REGISTRANT'S COMMON EQUITY AND RELATED SECURITY HOLDER
MATTERS
The Company's Shares are traded on the American Stock Exchange under the symbol
CMD. The following table sets forth for the periods shown here the high and low
sales price for the Shares (as reported on the American Stock Exchange for the
fourth quarter and the NASDAQ Stock Exchange for the first, second, and third
quarters as well as for the entire year 1995). All prices have been adjusted to
reflect the one-for-five reverse split of the Company's common stock (see Note 1
of Notes to Financial Statements).
1996 1995
- ------------------------------- --------------------------------
Quarter High Low Quarter High Low
- ------- ------ ------- ------- ------- -------
First $22.188 $14.375 First $12.500 $ 9.375
Second $29.375 $10.625 Second $11.250 $10.000
Third $26.875 $17.500 Third $14.375 $11.250
Fourth $21.875 $11.625 Fourth $20.625 $11.875
As of March 19, 1997, there were outstanding 17,111,649 shares of common stock
held by 124 holders of record. Included in the number of shareholders of record
are shares held in "nominee" or "street" name.
Dividends. The Company has not declared or paid any cash dividends
on its Common Stock since its inception and does not currently plan to declare
or pay any cash dividends on its Common Stock in the foreseeable future.
Dividends may be paid only out of legally available funds as proscribed by
statute, subject to the discretion of the Company's Board of Directors. In
addition, the Company's ability to pay cash dividends is restricted by the
provisions of its Restated Certificate of Incorporation pertaining to the Series
A Preferred Stock. In that regard, no dividends may be paid on any shares of
Common Stock unless all accumulated and unpaid dividends on the Series A
Preferred Stock have been declared and paid in full.
Recent Sales of Unregistered Securities. On July 30, 1996, for cash
consideration of $14,000 per share, the Company issued 100 shares of the Series
B Cumulative Convertible Preferred Stock (the "Series B Preferred Stock") which
was convertible at an initial conversion price of $4.16 per share, into 336,538
shares of the Common Stock to Abraham D. Gosman. The Company also issued to Mr.
Gosman a currently exercisable five-year warrant to purchase 400,000 shares of
Common Stock at an initial exercise price of $4.16 per share. On October 30,
1996, the Company redeemed the Series B Preferred Stock.
In addition, the Company granted stock options (i) on June 3, 1996
and October 4, 1996, to two individuals to purchase an aggregate of 150,000
shares of Common Stock at an exercise price per share of $14.70 pursuant to the
Restated 1991 Combination Stock Option Plan (the "1991 Plan"), and (ii) on
October 3, 1996, to three individuals to purchase an aggregate of 3,600 of
Common Stock at an exercise price per share of $21.25 pursuant to the 1995
Non-Qualified Stock Option Plan for Non-Employee Directors (the "1995 Plan"),
and (iii) on November 27, 1996, to 30 individuals to purchase an aggregate of
57,400 shares of Common Stock at an exercise price per share of $15.00 pursuant
to the 1996 Equity Incentive Plan. The Company granted replacement options to
optionholders of the CareMatrix Affiliates on October 4, 1996, to 14 individuals
to purchase an aggregate of 273,000 shares of Common Stock at an exercise price
per share of $10.00, to 59 individuals to purchase an aggregate of 190,500
shares at an exercise price per share of $15.00 and to one individual to
purchase an aggregate of 12,500 shares at an exercise price per share of $.05,
all pursuant to the 1996 Equity Incentive Plan. On June 24, December 3 and
December 9, 1996, options previously granted under the 1991 Plan were exercised
for 3,500, 6,600 and 3,000 shares of unregistered Common Stock, respectively. On
December 9, 1996, options previously granted under the 1995 Plan were exercised
for 2,400 shares of unregistered Common Stock.
The securities issued in the foregoing transactions were not
registered under the Securities Act in reliance upon the exemptions from
registration set forth in Sections 3(b) and/or 4(2) of the Securities Act.
<PAGE>
SIGNATURES
Pursuant to the requirements of Section 13 or Section 15(d) of the
Securities Exchange Act of 1934, as amended, the Registrant has duly caused this
Report to be signed on its behalf as of April 10, 1997 by the undersigned,
thereunto duly authorized.
CAREMATRIX CORPORATION
By: /s/ Robert M. Kaufman
------------------------------
Robert M. Kaufman
President
S-2
