================================================================================
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------------
FORM 10-K/A
As amended on April 10, 1998.
|X| ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT
OF 1934
For the Year Ended December 31, 1997.
|_| 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)
Registrant's telephone number, including area code: (781) 433-1000
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 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 19, 1998, the aggregate market value of the voting stock held by
non-affiliates of the registrant was $278,770,168. As of March 19, 1998, there
were outstanding 17,528,882 shares of registrant's Common Stock, $0.05 par
value.
--------------------------------
Document 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, 1997 are incorporated by reference
into Part II hereof as provided therein.
================================================================================
<PAGE>
ITEM 6. SELECTED FINANCIAL DATA
<TABLE>
<CAPTION>
Year ended December 31,
------------------------------------------------------------------------------------
June 24, 1994
(inception) to
1997 1996 1995 December 31, 1994
------------------- ------------------- ------------------ -------------------------
<S> <C> <C> <C> <C>
Operating revenue......................... $ 73,193,088 $ 12,907,445 $ 2,484,857 $ 366,214
Net earning (loss)........................ $ 6,576,387 $ (6,645,614) $(7,206,243) $(2,555,352)
Diluted earning (loss) per common
share................................... $ 0.38 $ (0.59) $ (0.72) $ (0.26)
BALANCE SHEET DATA:
Total assets.............................. $232,048,480 $108,065,144 $ 2,409,844 $ 330,323
Long-term obligations..................... $117,211,412(2) $ 10,109,037 $10,312,197 $ 2,729,791
Redeemable preferred stock................ $ 233,000 $ 250,000 $ -- $ --
Total stockholders' equity (deficit)...... $ 99,161,300 $ 88,035,557(1) $(9,761,595) $(2,555,352)
Cash dividend declared per
common share............................ $ -- $ -- $ -- $ --
</TABLE>
(1) In October 1996, the Company completed a secondary public offering of its
common stock. The Company sold 6,250,000 shares of Common Stock at $15 per
share, which resulted in net proceeds to the Company of approximately
$87,254,000.
(2) In August and October 1997, the Company issued a total of $115,000,000 of
6-1/4% Convertible Subordinated Notes.
Prior to the Merger (described below), the Company consisted of a
combination of business entities which were operated since their date of
inception (June 24, 1994) under common control by Abraham D. Gosman ("Mr.
Gosman"), who, together with his sons, Andrew D. Gosman and Michael M. Gosman,
owns a controlling interest in the Company, directly or through family limited
partnerships.
On October 4, 1996, twelve wholly-owned subsidiaries of The Standish Care
Company, Inc. ("Standish") were merged into the business entities controlled by
Mr. Gosman with the stockholders of the Company receiving approximately 92%
(10,000,000 shares) of Standish common stock (the "Merger"). Following the
Merger, Standish changed its name to CareMatrix Corporation. The Merger was
accounted for as a reverse acquisition, whereby the Company was treated as the
acquirer for accounting purposes. Accordingly, the financial history presented
is that of the Company prior to the Merger. In conjunction with the Merger, the
Company effected a one-for-five reverse stock split (the "Split") of the
Company's common stock. Accordingly, all common stock data presented herein,
including the retroactive restatement of the Company's historical
capitalization, has been adjusted to reflect this transaction and the Merger.
THE SELECTED FINANCIAL DATA SHOULD BE READ IN CONJUNCTION WITH THE
CONSOLIDATED FINANCIAL STATEMENTS
<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 by the undersigned, thereunto duly authorized.
CAREMATRIX CORPORATION
By: /s/ Robert M. Kaufman
-------------------------
Robert M. Kaufman
Chief Executive Officer
