PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated December 12, 1997, Registration No. 333-38113
As Supplemented to Date
$115,000,000
CAREMATRIX CORPORATION
6-1/4% Convertible Subordinated Notes due 2004
and
Shares of Common Stock, Par Value $.05 Per Share,
Issuable Upon Conversion Thereof
This Prospectus Supplement (the "Supplement") relates to the resale by
State of Oregon/SAIF Corporation ("Oregon") of up to $2,725,000 aggregate
principal amount of 6-1/4% Convertible Subordinated Notes due 2004 (the "Notes")
of CareMatrix Corporation, a Delaware corporation (the "Company"), originally
issued in private placements consummated on August 18, 1997 and October 1, 1997
(the "Debt Offering"), pursuant to the Company's Registration Statement on Form
S-3 (No. 333-38113) (the "Registration Statement"). This Supplement should be
read in conjunction with the Prospectus dated December 12, 1997, as supplemented
to date (the "Prospectus"), to be delivered with this Supplement. All
capitalized terms used but not defined in this Supplement shall have the
meanings given them in the Prospectus.
Based on information provided to the Company, the aggregate principal
amount of the Notes currently beneficially owned by Oregon is $2,725,000, of
which $2,725,000 may be sold at this time pursuant to the Prospectus as
supplemented hereby. Additional information concerning the Selling
Securityholders (including Oregon) may be set forth from time to time in
additional supplements to the Prospectus. The total outstanding aggregate
principal amount of the Notes is $115,000,000.
The closing price of the Company's Common Stock as reported on the American
Stock Exchange on May 19, 1998 was $24.75 per share.
The Notes are unsecured obligations of the Company and are subordinated to
all present and future Senior Indebtedness of the Company and effectively
subordinated to all liabilities of the Company's subsidiaries. As of March 31,
1998, the Company had no Senior Indebtedness and the Company's subsidiaries had
approximately $4.8 million of indebtedness and other liabilities to which the
Notes would have been effectively subordinated. The Indenture contains no
limitation on the incurrence of any other indebtedness or liabilities by the
Company or its subsidiaries.
The Notes are neither listed on a national securities exchange nor quoted
on an automated quotation system; however, the Notes are eligible for trading in
the Private Offerings, Resales and Trading through Automated Linkages ("PORTAL")
Market. Notes sold pursuant to the Registration Statement will no longer be
eligible for trading in the PORTAL Market.
The date of this Prospectus Supplement is May 20, 1998.
