UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
DATE OF REPORT: October 28, 2005
(Date of earliest event reported)
COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
         
Delaware   1-9927   95-2594724
         
(State or Other Jurisdiction
of Incorporation) 		  (Commission File Number)   (I.R.S. Employer
Identification No.)
     
204 South Hoover Boulevard
Suite 200
Tampa, Florida 		 

33609
     
(Address of Principal Executive Offices)   (Zip Code)
Registrant’s telephone number, including area code: (813) 288-4808
N/A
 
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:
o   Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
 
o   Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
 
o   Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
 
o   Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
 
 

 

Item 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
     On November 3, 2005, Comprehensive Care Corporation (“CompCare”) amended its Restated Certificate of Incorporation by filing such amendment with the Delaware Secretary of State in the form filed with this report as Exhibit 3.1. The effective date of the amendment is November 3, 2005. The amendment to CompCare’s Restated Certificate of Incorporation (1) eliminates classification of CompCare’s Board of Directors and replaces it with the annual election of all directors beginning with the 2006 annual meeting of stockholders and (2) eliminates cumulative voting by stockholders of CompCare. The foregoing amendment to CompCare’s Restated Certificate of Incorporation was approved by CompCare’s stockholders at the 2005 annual meeting of stockholders on October 28, 2005.
     At CompCare’s 2005 annual meeting of stockholders, the stockholders further approved an amendment to the Amended and Restated Bylaws of CompCare, in the form filed with this report as Exhibit 3.2, in order to eliminate cumulative voting by stockholders of CompCare. The foregoing amendment became effective on October 28, 2005.
Item 9.01 Financial Statements and Exhibits .
(a) Financial Statements. None.
(b) Pro Forma Financial Information. None.
(c) Exhibits. See Exhibit Index immediately following the signature page hereto.
CAUTIONARY STATEMENT FOR THE PURPOSES OF THE “SAFE HARBOR” PROVISIONS OF THE PRIVATE SECURITIES LITIGATION REFORM ACT OF 1995 : Certain information included in this report on Form 8-K and in other Company reports, SEC filings, statements, and presentations is forward looking within the meaning of the Private Securities Litigation Reform Act of 1995, including, but not limited to, statements concerning the Company’s anticipated operating results, financial resources, increases in revenues, increased profitability, interest expense, growth and expansion, and the ability to obtain new behavioral healthcare contracts. Such forward-looking information involves important risks and uncertainties that could significantly affect actual results and cause them to differ materially from expectations expressed herein and in other Company reports, SEC filings, statements, and presentations. These risks and uncertainties include local, regional, and national economic and political conditions, the effect of governmental regulation, our ability to manage healthcare operating expenses, the profitability of our capitated contracts, the competitive environment in which the Company operates, and other risks detailed from time to time in the Company’s SEC reports.

 

 

SIGNATURES
     Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report on Form 8-K to be signed on its behalf by the undersigned hereunto duly authorized.
         
  COMPREHENSIVE CARE CORPORATION
  		 
  By:   /s/ Robert J. Landis    
    Name:   Robert J. Landis   
    Title:   Chairman of the Board, Chief Financial Officer and Treasurer   
 
Date: November 3, 2005
EXHIBIT INDEX
     
Exhibit   Description
3.1
  Amendment to Restated Certificate of Incorporation of Comprehensive Care Corporation
 
   
3.2
  Amendment to Amended and Restated Bylaws of Comprehensive Care Corporation

 

 

EXHIBIT 3.1
AMENDMENT TO RESTATED
CERTIFICATE OF INCORPORATION
OF
COMPREHENSIVE CARE CORPORATION
      Comprehensive Care Corporation , (the “ Corporation ”) a corporation organized and existing by virtue of the General Corporation Law of the State of Delaware does hereby certify as follows:
     1. The original Certificate of Incorporation of the Corporation was filed with the Secretary of State of the State of Delaware on January 28, 1969 and was amended pursuant to the filing of a Restated Certificate of Incorporation that was filed on February 22, 1995 and was further amended pursuant to the filing of a Certificate of Designation, Preferences and Rights of Series A Convertible Preferred Stock effective as of June 14, 2005.
     2. This Amendment to the Restated Certificate of Incorporation of the Corporation was deemed advisable by the Board of Directors and adopted in accordance with the provisions of Section 242 of the Delaware General Corporation Law.
     3. At the annual meeting of the stockholders of the Corporation held on October 28, 2005, and upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, a sufficient number of shares as required by statute voted in favor of the amendments.
     4. The Restated Certificate of Incorporation of this Corporation is to be amended as follows:
      Under the Fourth Section, Item 1 of the Restated Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:
FOURTH
  1.   Except as otherwise provided in the resolution or resolutions of the Board of Directors adopted pursuant to paragraphs (4) and (5) of this Article FOURTH, each share of Common Stock shall be entitled to one non-cumulative vote for each share of Common Stock held.

 

 

     AND
           The Ninth Section of the Restated Certificate of Incorporation of the Corporation is amended in its entirety to read as follows:
NINTH
NINTH. Beginning at the 2006 Annual Meeting of Stockholders, directors shall be elected by the stockholders entitled to vote thereon at each annual meeting of stockholders and shall hold office until the next annual meeting of stockholders or until each of their respective successors are duly elected and qualified. The term of office of each director who is in office at the time this Article Ninth becomes effective shall expire at the 2006 Annual Meeting of Stockholders.
     IN WITNESS WHEREOF, this Corporation has caused this Amendment to the Restated Certificate of Incorporation to be signed by a duly authorized officer this 2nd day of November, 2005.
         
  COMPREHENSIVE CARE CORPORATION
  		 
  By:   /s/ Robert J. Landis    
  Name:     Robert J. Landis   
  Title:     Chairman of the Board and
Chief Financial Officer  		 
 

 

 

EXHIBIT 3.2
AMENDMENT TO THE AMENDED AND RESTATED BYLAWS
OF
COMPREHENSIVE CARE CORPORATION
Adopted October 28, 2005
Section 2.11 (c) of the Corporation’s Bylaws is amended in its entirety to read as follows:
     "(c) Section 2.11(c) shall be deleted in its entirety.”