<PAGE>
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 relates to the resale by the holders listed
below of up to $6,200,000 aggregate principal amount of 6-1/4% Convertible
Subordinated Notes due 2004 of CareMatrix Corporation. Those Notes were
originally issued by CareMatrix in private placements in August and October
of 1997 under CareMatrix's Registration Statement on Form S-3 (No.
333-38113). You should read this Supplement together with the Prospectus
dated December 12, 1997, as supplemented to date. All capitalized terms used
but not defined in this Supplement shall have the meanings given them in the
Prospectus.
Based on information provided to CareMatrix by the holders listed below,
the following holders may sell the principal amount of Notes opposite their
respective names pursuant to this Prospectus, as supplemented to date. To the
best of our knowledge, the Notes listed below represent all the Notes held by
such holders.
<TABLE>
<CAPTION>
PRINCIPAL
BENEFICIAL HOLDER AMOUNT OF NOTES
<S> <C>
Argent Classic Convertible Arbitrage Fund (Bermuda), L.P. $6,000,000
Pell Rudman Trust Company $200,000
</TABLE>
Additional information concerning the Selling Securityholders (including
each of the holders listed above) 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
CareMatrix's Common Stock as quoted on the Nasdaq Stock Market on
September 13, 1999 was $7.1875 per share.
The Notes are unsecured obligations of CareMatrix. They are subordinated
to all present and future Senior Indebtedness of CareMatrix and effectively
subordinated to all liabilities of CareMatrix's subsidiaries. As of June 30,
1999, CareMatrix had $22.9 million of Senior Indebtedness. CareMatrix's
subsidiaries had approximately $81.7 million of indebtedness and other
liabilities to which the Notes would have been effectively subordinated. The
Indenture does not limit the ability of CareMatrix or its subsidiaries to
incur more indebtedness.
The Notes are neither listed on a national securities exchange nor
quoted on an automated quotation system. The Notes are eligible, however, 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 September 14, 1999.
