NUTTER, McCLENNEN & FISH, LLP
One International Place
Boston, Massachusetts 02110
June 3, 1998
22237-19
VIA ELECTRONIC FILING
Securities and Exchange Commission
Division of Corporation Finance
Judiciary Plaza
450 Fifth Street, N.W.
Washington, D.C. 20549-1004
Re: CareMatrix Corporation
Prospectus Supplement to Registration Statement on Form S-3
(File No. 333-38113)
Ladies and Gentlemen:
On behalf of CareMatrix Corporation, a Delaware corporation (the
"Company"), I enclose for filing, pursuant to Rule 424(b)(3) and Regulation S-T
under the Securities Act of 1933, as amended, one Prospectus Supplement relating
to certain resales of the Company's 6-1/4% Convertible Subordinated Notes due
2004, and the common stock issuable upon conversion thereof, under the Company's
Registration Statement on Form S-3 (No. 333-38113) (the "Registration
Statement").
Pursuant to Rule 424(e), the subparagraph of Rule 424 under which the
filing is made and the registration number of said Registration Statement are
noted in the upper right corner of the cover page of the Prospectus Supplement
filed herewith.
If you have any questions or require any further information with respect
to this filing, please do not hesitate to call the undersigned at (617) 439-2618
or James E. Dawson at (617) 439-2623.
Very truly yours,
/s/ Alexander S. Glovsky
Alexander S. Glovsky
Attachment
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PROSPECTUS SUPPLEMENT Filed pursuant to Rule 424(b)(3)
To Prospectus Dated December 12, 1997, Registration No. 333-38113
As Supplemented to Date
PROSPECTUS SUPPLEMENT
$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
Reserve Convertible Securities Fund ("RCSF") of up to $100,000 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 RCSF is $100,000, of which
$100,000 may be sold at this time pursuant to the Prospectus as supplemented
hereby. Additional information concerning the Selling Securityholders (including
RCSF) 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 June 1, 1998 was $22.375 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 June 2, 1998
