þ | Annual Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
o | Transition Report Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934 |
Delaware
(State or other jurisdiction of incorporation or organization) |
95-2594724
(IRS Employer Identification No.) |
|
3405 W. Dr. Martin Luther King, Jr. Blvd, Suite 101
Tampa, Florida (Address of principal executive offices) |
33607
(Zip Code) |
2
(1) | CompCare is a registered trademark of Comprehensive Care Corporation. | |
(2) | Comprehensive Behavioral Care, Inc. is a registered service mark of the Company. |
3
4
5
6
7
8
9
10
| Woodcliff can exercise decisive influence over the election of directors; | ||
| Woodcliff can exercise decisive influence over major decisions involving the Company and its assets; and | ||
| Woodcliff may have interests that differ from those of the Companys other stockholders. |
| to convert their preferred stock into an increased number of shares of common stock as a result of antidilution adjustments; | ||
| to vote together with the holders of the common stock on an as-converted basis on all matters; | ||
| to designate representatives to be appointed to our board of directors and, voting together as a single class, to elect up to five directors; and | ||
| to prevent the creation and issuance of capital stock with rights equal to or superior to those of the Series A Shares. |
11
Monthly Base | ||||||||
Lease | Rent | |||||||
Name and Location | Expires | (in Dollars) | ||||||
Corporate Headquarters, Regional, Administrative, and Other Offices
|
||||||||
Tampa, Florida, Corporate Headquarters
|
2008 | $ | 20,421 | |||||
Grand Prairie, Texas
|
2006 | * | 6,474 |
* | In June 2006, we renewed our Grand Prairie office lease for an additional two years beginning August 1, 2006 at a monthly base rate of $3,086. |
12
Item 5.
|
MARKET FOR COMPANYS COMMON EQUITY, RELATED STOCKHOLDER MATTERS AND ISSUER PURCHASES OF EQUITY SECURITIES |
(a) | Market Information Our common stock is traded on the Over-The-Counter Bulletin Board (OTC-BB) under the symbol CHCR. The following table sets forth the range of high and low bid quotations for the common stock, as reported by the OTC-BB, for the fiscal quarters indicated. The market quotations reflect inter-dealer prices without retail mark-up, mark-down or commissions and may not represent actual transactions. |
Price | ||||||||||
Fiscal Year | High | Low | ||||||||
2006
|
First Quarter | $ | 2.50 | 1.50 | ||||||
|
Second Quarter | 2.10 | 1.25 | |||||||
|
Third Quarter | 1.65 | 1.10 | |||||||
|
Fourth Quarter | 2.55 | 1.40 | |||||||
|
||||||||||
2005
|
First Quarter | $ | 1.60 | 1.20 | ||||||
|
Second Quarter | 1.60 | 1.10 | |||||||
|
Third Quarter | 1.50 | 1.05 | |||||||
|
Fourth Quarter | 2.00 | 1.45 |
(b) | Holders As of August 14, 2006, the Company had 1,383 holders of record of our common stock. | ||
(c) | Dividends The Company did not pay any cash dividends on its common stock during any quarter of fiscal year 2006, 2005, or 2004 and does not contemplate the initiation of payment of any cash dividends in the foreseeable future. The holder of record of our Series A Shares are entitled to receive dividends in preference to the holders of our common stock and any of our equity securities ranking junior to our Series A Shares, when and if declared by our Board. If declared, holders of our Series A Shares will receive dividends in an amount equal to the amount that would have been payable had the Series A Shares been converted into shares of our common stock immediately prior to the declaration of such dividend. No dividends shall be authorized, declared, paid or set apart for payment on any class or series of the Companys stock ranking, as to dividends, on a parity with or junior to the Series A Shares for any period unless full cumulative dividends have been, or contemporaneously are, authorized, declared, paid or set apart in trust for such payment on the Series A Shares. In addition, as long as a majority of the 14,400 shares of our Series A Shares are outstanding, we cannot declare or pay any dividend or other distribution with respect to any equity securities without the affirmative vote of holders of at least 50% of the outstanding shares of Series A Shares. (see Item 7 . MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS). | ||
(d) | The equity compensation plan information contained in Item 12 of Part III of this Annual Report is incorporated herein by reference. |
13
14
15
16
17
18
19
20
21
22
23
24
25
26
27
28
29
30
31
32
33
34
35
36
37
38
39
40
41
42
43
44
45
46
47
Year Ended May 31,
2006
2005
2004
2003
2002
(Amounts in thousands, except per share data)
$
23,956
$
24,473
$
27,583
$
32,104
$
27,625
20,562
21,298
24,178
29,201
24,625
3,316
3,078
3,385
3,459
3,544
(88
)
(4
)
(7
)
20
(112
)
87
96
107
195
342
23,877
24,468
27,663
32,875
28,399
79
5
(80
)
(771
)
(774
)
7,717
(20
)
(123
)
(17
)
(118
)
4
(5
)
66
88
1
34
40
78
15
26
47
88
(186
)
(206
)
(215
)
(181
)
(178
)
(103
)
(216
)
(288
)
6,845
(824
)
78
52
102
20
1
(181
)
(268
)
(390
)
6,825
(825
)
(387
)
633
(181
)
(268
)
(777
)
7,458
(825
)
55
$
(181
)
$
(268
)
$
(777
)
$
7,458
$
(770
)
$
(0.03
)
$
(0.05
)
$
(0.09
)
$
1.75
$
(0.21
)
(0.09
)
0.16
0.01
$
(0.03
)
$
(0.05
)
$
(0.18
)
$
1.91
$
(0.20
)
$
(0.03
)
$
(0.05
)
$
(0.09
)
$
1.57
$
(0.21
)
(0.09
)
0.15
0.01
$
(0.03
)
$
(0.05
)
$
(0.18
)
$
1.72
$
(0.20
)
$
120
$
(3,589
)
$
(4,098
)
$
(4,447
)
$
(12,275
)
8,182
6,448
6,225
6,379
11,399
2,432
2,375
2,364
2,298
2,264
$
(743
)
$
(4,117
)
$
(4,725
)
$
(4,990
)
$
(12,519
)
Table of Contents
Item 7.
MANAGEMENTS DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF
OPERATIONS
Consolidated
Consolidated
Consolidated
Operations
Operations
Operations
Fiscal 2006
Fiscal 2005
Fiscal 2004
(Amounts in thousands)
$
23,044
$
22,062
$
23,580
912
2,411
4,003
23,956
24,473
27,583
16,250
16,379
18,175
4,312
4,919
6,003
20,562
21,298
24,178
3,316
3,078
3,385
(1
)
92
100
23,877
24,468
27,663
$
79
$
5
$
(80
)
(1)
Claims expense reflects the costs of revenue of capitated contracts, and other
healthcare operating expenses reflects the cost of revenue of capitated and non-capitated
contracts.
Table of Contents
Table of Contents
Payments Due by Period
Less
Than 1
1 3
4 5
After 5
Total
Year
Years
Years
Years
(Amounts in thousands)
$
2,244
2,244
210
83
72
55
734
286
448
$
3,188
369
520
2,299
(a)
Excludes 7
1
/
2
% in interest payable semi-annually in April and October (see Note 13
Long-term Debt to the audited, consolidated financial statements).
Table of Contents
Table of Contents
May 31,
2006
2005
2004
(Amounts in thousands)
$
3,730
$
3,647
$
4,103
16,174
16,854
18,085
76
(475
)
90
16,250
16,379
18,175
13,384
13,124
14,438
3,806
3,172
4,193
17,190
16,296
18,631
$
2,790
$
3,730
$
3,647
Changes in utilization patterns
Changes in healthcare costs
Changes in claims submission timeframes by providers
Success in renegotiating contracts with healthcare providers
Occurrence of catastrophes
Changes in benefit plan design
The impact of present or future state and federal regulations
Change in Healthcare Costs:
(Decrease)
(Decrease)
Increase
Increase
In Claims Expense
($66,000
)
$66,000
Table of Contents
The financial condition of the issuer.
The length of time the investment has been in a continuous unrealized position.
The Companys ability to hold the security for a period of time sufficient to allow for
any anticipated recovery.
Table of Contents
Table of Contents
23
24
25
26
27
28-42
Table of Contents
Comprehensive Care Corporation
August 3, 2006
Table of Contents
Table of Contents
Year Ended May 31,
2006
2005
2004
(Amounts in thousands, except per share data)
$
23,956
24,473
27,583
20,562
21,298
24,178
3,316
3,078
3,385
(88
)
(4
)
(7
)
87
96
107
23,877
24,468
27,663
79
5
(80
)
(123
)
(20
)
(17
)
(118
)
66
88
1
78
15
26
(186
)
(206
)
(215
)
(103
)
(216
)
(288
)
78
52
102
(181
)
(268
)
(390
)
(387
)
$
(181
)
(268
)
(777
)
$
(0.03
)
(0.05
)
(0.09
)
(0.09
)
$
(0.03
)
(0.05
)
(0.18
)
$
(0.03
)
(0.05
)
(0.09
)
(0.09
)
$
(0.03
)
(0.05
)
(0.18
)
5,808
4,935
4,284
5,808
4,935
4,284
Table of Contents
(
In thousands
)
Additional
Total
Preferred stock
Common Stock
Paid-In
Accumulated
Deferred
Stockholders
shares
amount
Shares
Amount
Capital
Deficit
compensation
Deficit
$
3,937
$
39
51,928
(56,941
)
(16
)
(4,990
)
(777
)
(777
)
700
7
964
971
20
1
50
(4
)
47
16
16
16
8
8
$
4,673
$
47
52,950
(57,718
)
(4
)
(4,725
)
(268
)
(268
)
775
8
535
543
18
31
31
4
4
234
234
117
1
63
64
$
5,583
$
56
53,813
(57,986
)
(4,117
)
(181
)
(181
)
14
720
2,650
3,370
34
53
53
282
3
129
132
14
$
720
5,899
$
59
56,645
(58,167
)
(743
)
Table of Contents
Year Ended May 31,
2006
2005
2004
(Amounts in thousands)
$
(181
)
(268
)
(390
)
87
96
107
63
17
118
(58
)
(75
)
123
20
53
31
33
4
31
(40
)
78
(116
)
372
181
(199
)
(425
)
9
(4
)
(23
)
(377
)
(270
)
(940
)
83
(456
)
(665
)
8
66
18
5
10
(1,599
)
(107
)
(1,168
)
(55
)
(151
)
(88
)
(1,654
)
(258
)
(1,256
)
139
(25
)
(45
)
(210
)
(25
)
(45
)
(71
)
3,502
841
979
(55
)
(52
)
(33
)
3,447
789
946
1,768
486
(381
)
3,695
3,209
3,590
$
5,463
3,695
3,209
$
187
206
205
$
60
48
92
$
131
43
76
Table of Contents
Table of Contents
Table of Contents
Table of Contents
Fiscal Year Ended May 31,
2006
2005
2004
(in thousands except for per share
information)
$
(181
)
$
(268
)
$
(777
)
(212
)
(303
)
(172
)
$
(393
)
$
(571
)
$
(949
)
$
(0.03
)
$
(0.05
)
$
(0.18
)
$
(0.07
)
$
(0.12
)
$
(0.22
)
$
(0.03
)
$
(0.05
)
$
(0.18
)
$
(0.07
)
$
(0.12
)
$
(0.22
)
Fiscal Year Ended May 31,
2006
2005
2004
100.8
%
95.0
%
95.0
%
5
5
3, 4, and 5
4.5
%
3.9
%
3.6
%
0
%
0
%
0
%
Table of Contents
2006
2005
Carrying
Fair
Carrying
Fair
Amount
Value
Amount
Value
(Amounts in thousands)
$
5,463
5,463
3,695
3,695
1
1
11
11
589
589
72
72
79
79
$
2,244
2,254
2,244
2,237
Table of Contents
Fiscal Year Ended May 31,
2006
2005
2004
$
23,044
$
22,062
$
23,580
912
2,411
4,003
$
23,956
$
24,473
$
27,583
Table of Contents
Balance
Additions
Write-off
Beginning
Charged To
Recoveries
of
Balance
of Year
Expense
*
Accounts
End of Year
(Amounts in thousands)
$
5
(4
)
(1
)
$
10
5
(10
)
5
$
27
10
(27
)
10
*
Excludes $89,000 in 2006, $9,000 in 2005, and $17,000 in 2004 of recoveries from accounts
previously written off.
May 31,
2006
2005
(Amounts in thousands)
$
17
38
86
133
311
24
216
132
$
476
481
(1)
The Company had contracted in March 2004 with a software vendor to design a new
managed care information system. In March 2006, after the Company had invested $200,000 of the
$370,000 total cost of the new system, the vendor informed the Company that it would not be able to
complete the design of the information system within the timeframe required by the Company to meet
future information system needs. The Company sought a full refund of amounts paid but to avoid a
protracted dispute, negotiated a settlement agreement whereby the vendor is to pay CompCare $2,500
per month for 36 months beginning August 1, 2006 for a total of $90,000. The receivable from this
vendor is non-interest bearing and unsecured. The difference between the present value of the 36
monthly payments and the Companys $200,000 investment has been recorded in the accompanying
consolidated statement of operations described as a loss from software development. The current
portion of the receivable is a component of other current assets while the non-current portion of
approximately $55,000 appears as a note receivable in the accompanying consolidated balance sheet
at May 31, 2006.
May 31,
2006
2005
(Amounts in thousands)
$
62
125
51
98
90
106
$
203
329
Table of Contents
May 31,
2006
2005
(Amounts in thousands)
$
2,257
2,936
46
48
272
141
2,575
3,125
(2,324
)
(2,741
)
$
251
384
May 31,
2006
2005
(Amounts in thousands)
$
289
189
112
118
101
92
121
96
69
52
506
763
$
1,198
1,310
Table of Contents
May
31,
2006
2005
(Amounts in thousands)
$
89
$
94
183
47
272
141
98
59
$
174
$
82
83
42
30
30
38
223
35
188
69
$
119
May 31,
2006
2005
(Amounts in thousands)
$
2,244
2,244
*
At May 31, 2006, the debentures are convertible into 12,377 shares of common stock at a conversion
price of $181.30 per share.
Fiscal Year Ended May 31,
2006
2005
2004
(Amounts in thousands)
$
78
52
102
$
78
52
102
Table of Contents
Fiscal Year Ended May 31,
2006
2005
2004
(Amounts in thousands)
$
(35
)
(73
)
(230
)
74
(8
)
(26
)
(16
)
38
37
44
96
314
17
$
78
52
102
May 31,
2006
2005
(Amounts in thousands)
$
1,418
1,347
50
78
51
45
38
35
(30
)
76
1,527
1,581
(1,527
)
(1,581
)
$
Table of Contents
12,377
4,235,328
1,186,407
406,000
1,199,336
7,039,448
(a)
The debentures are convertible into 12,377 shares of common stock at a conversion price of
$181.30 per share.
(b)
The Series A Convertible Preferred Stock is convertible into 4,235,328 shares of common stock
at a conversion rate of 294.12 common shares for each preferred share.
(c)
Options to purchase common stock of the Company have been issued to employees and non-employee
Board of Director members with exercise prices ranging from $.25 to $4.00.
(d)
Warrants to purchase common stock of the Company have been issued to certain individuals or
vendors in exchange for consulting services. All such warrants were issued in lieu of cash
compensation and have five-year terms with exercise prices ranging from $1.09 to $5.00.
Table of Contents
Weighted
Average
Shares
Exercise Price
1,109,224
$
0.88
161,666
1.91
(16,500
)
0.47
(25,000
)
1.86
1,229,390
$
1.00
250,866
1.25
(116,500
)
0.55
(19,800
)
1.97
1,343,956
$
1.08
314,666
1.82
(282,166
)
0.47
(190,049
)
1.41
1,186,407
$
1.36
Table of Contents
Weighted-
Weighted-
Weighted-
Average
Exercise
Average
Average
Exercise Price of
Options
Price
Exercise
Remaining
Exercisable
Outstanding
Range
Price
Contractual Life
Options Exercisable
Options
199,000
$
0.25 - $0.39
$
0.26
4.24
199,000
$
0.26
281,250
$
0.51 - $0.61
$
0.55
4.11
281,250
$
0.55
175,533
$
1.00 - $1.45
$
1.32
8.02
173,033
$
1.32
359,499
$
1.60 - $1.85
$
1.78
9.17
172,833
$
1.74
74,500
$
1.95 - $2.45
$
2.14
7.50
64,500
$
2.10
96,625
$
3.5625 - $4.00
$
3.95
2.54
96,625
$
3.95
1,186,407
$
0.25 - $4.00
$
1.36
6.33
987,241
$
1.27
306,000
$
1.25
95.0
%
3 years
3.9
%
0.0
%
$
234
Fiscal Year
Operating Leases
(Amounts in thousands)
$
286
291
157
$
734
Table of Contents
(1)
In connection with the Companys Preferred Provider Network license in Connecticut and
Third Party Administrator license in Maryland, the Company is required to maintain performance
bonds during the terms of the licenses. As such, the Company maintains performance bonds in
amounts totaling $2,425,000 in compliance with these requirements. In addition, a contract
with one existing client requires the Company to maintain two performance bonds totaling
$330,000 throughout the contract term.
(2)
Related to the Companys discontinued hospital operations, Medicare guidelines allow
the Medicare fiscal intermediary to re-open previously filed cost reports. Management
believes that the Companys fiscal 1998 cost reports are being reviewed, in which case the
intermediary may determine that additional amounts are due to or from Medicare.
(3)
The Company is actively marketing eye care memberships it acquired in November 2004.
As of May 31, 2006 none of the memberships had been sold. As such, the Company believes it
is probable that it will not recover its full investment of $125,000 and accordingly has
recorded a valuation reserve of 50%, or $62,500, to reduce the carrying value of the
memberships to managements best estimate of recoverable value. If the Companys marketing
plan is not successful with respect to selling these memberships, it may have to write off the
remaining amount the Company paid to acquire them (see Note 8 Other Assets). There can be
no assurance the Company will sell a quantity of memberships at prices that will allow the
Company to recover the $125,000 cost.
(4)
In August 2005, the Companys principle operating subsidiary, Comprehensive Behavioral
Care, Inc. (CBC), entered into a marketing agreement (Agreement) with Health Alliance
Network, Inc. (HAN) whereas CBC has agreed to appoint HAN as its primary representative and
marketing agent for commercial business. Pursuant to the Agreement, HAN will receive a $15,000
monthly fee for its marketing services to CBC plus reimbursement of related travel expenses.
HAN will receive three percent of the gross revenues received by CBC from commercial services
agreements resulting from introductions made by HAN or its affiliates and approved by CBC.
HAN will receive an additional payment with respect to those commercial services agreements
exceeding certain pricing targets equal to fifty percent of the gross revenues exceeding such
pricing target. Further, CBC will pay HAN a quarterly bonus of $9,000 or $21,000 if the
Company achieves certain quarterly profit targets. The maximum payments to HAN, inclusive of
all fees and bonuses, shall not exceed $1.0 million in any fiscal year. The Agreement is
effective August 1, 2005 for an initial term of twenty-four (24) months and is automatically
renewable for additional periods of twelve months unless terminated by either party. Two of
the shareholders of HAN are each members of the investment group that acquired 14,400 shares
of the Companys Series A Shares in June 2005.
(5)
The Company has insurance for a broad range of risks as it relates to its business
operations. The Company maintains managed care errors and omissions, professional and general
liability coverage. These policies are written on a claims-made basis and are subject to a
$100,000 per claim self-insured retention. The managed care errors and omissions and
professional liability policies include limits of liability of $1 million per claim and $3
million in the aggregate. The general liability has a limit of liability of $5 million per
claim and $5 million in the aggregate. The Company is responsible for claims within the
self-insured retentions or if the policy limits are exceeded. Management is not aware of any
claims that could have a material adverse impact on the Companys consolidated financial
statements.
Table of Contents
(d)
Includes a $88,000 expense reimbursement received from one former client.
(e)
Includes a loss on impairment of approximately $118,000 with respect to the Companys
marketable securities.
Table of Contents
Table of Contents
(a)
(b)
(c)
Number of securities remaining
Number of securities to
Weighted-average
available for future issuance
be issued upon exercise
exercise price of
under equity compensation
of outstanding options,
outstanding options,
plans (excluding securities
Plan category
warrants and rights
warrants and rights
reflected in column (a))
1,186,407
$
1.36
1,199,336
406,000
1.78
1,592,407
$
1.47
1,199,336
*
Consists of 100,000 warrants to purchase common stock of the Company issued in prior fiscal
years to three consultants for their services to the Company, which included public and investor
relations and web site development services. In addition, 306,000 warrants to purchase common stock
of the Company were issued in a prior fiscal year to two consultants and two employees as
compensation for introducing strategic business partners to the Company. All such warrants were
issued in lieu of cash compensation and have five-year terms with exercise prices ranging from
$1.09 to $5.00.
Table of Contents
Exhibit
Number
Description and Reference
Restated Certificate of Incorporation as amended on November 3, 2005 and
March 23, 2006 (filed herewith).
Amended and Restated Bylaws, as amended July 20, 2000.
(7)
Bylaw amendment.
(5)
Bylaw amendment, effective October 28, 2005.
(15)
Certificate of Designation, Preferences, and Rights of Series A
Convertible Preferred Stock of Comprehensive Care Corporation.
(5)
Indenture dated April 25, 1985 between the Company and Bank of America,
NT&SA, relating to Convertible Subordinated Debentures.
(1)
Form of Common Stock Certificate.
(12)
Form of Stock Option Agreement. *
(2)
Form of Indemnity Agreement as amended March 24, 1994. *
(3)
Comprehensive Care Corporation 1995 Incentive Plan, as amended on November 17, 1998.
(8)
Amended and Restated Non-Employee Directors Stock Option Plan. *
(4)
Amendment No. 1 to Comprehensive Care Corporation Amended and Restated
Non-Employee Directors Stock Option Plan, effective as of March 23, 2006 (filed
herewith).*
Employment Agreement as amended February 7, 2003 between the Company and
Robert J. Landis. *
(6)
Employment Agreement amendment dated June 14, 2005 between the Company and
Robert J. Landis. *
(5)
Employment Agreement waiver dated June 14, 2005 between the Company and
Robert J. Landis. *
(5)
Employment Agreement as amended February 7, 2003 between the Company and
Table of Contents
Mary Jane Johnson. *
(6)
Employment Agreement amendment dated June 14, 2005 between the Company and
Mary Jane Johnson. *
(5)
Employment Agreement waiver dated June 14, 2005 between the Company and Mary Jane Johnson.*
(5)
Employment Agreement dated June 3, 2002 between the Company and Thomas C. Clay. *
(9)
Comprehensive Care Corporation 2002
Incentive Plan as amended. *
(10)
Stock Purchase Agreement dated June 14, 2005 between the Company and
Woodcliff Healthcare Investment Partners LLC.
(5)
Registration Rights Agreement dated June 14, 2005 between the Company
and Woodcliff Healthcare Investment Partners LLC.
(5)
Marketing Agreement by and between the Company and Health Alliance
Network, Inc.
(13)
Sublease Agreement dated May 22, 2006 between Comprehensive Behavioral
Care, Inc. and AT&T Corporation
(14)
Code of Business Conduct and Ethics.
(11)
List of the Companys active subsidiaries (filed herewith).
Consent of Kirkland, Russ, Murphy & Tapp P.A. (filed herewith).
Comprehensive Care Corporation CEO Certification pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed herewith).
Comprehensive Care Corporation CFO Certification pursuant to Section 302
of the Sarbanes-Oxley Act of 2002 (filed herewith).
Comprehensive Care Corporation CEO Certification pursuant to 18 U.S.C.
Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
Comprehensive Care Corporation CFO Certification pursuant to 18 U.S.C. Section 1350, as adopted
pursuant to Section 906 of the Sarbanes-Oxley Act of 2002 (filed herewith).
*
Management contract or compensatory plan or arrangement with one or more directors or executive
officers.
(1)
Filed as an exhibit to the Companys Form S-3 Registration Statement No. 2-97160.
(2)
Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 1988.
(3)
Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31, 1994.
(4)
Filed as an exhibit to the Companys Form 8-K dated November 9, 1995.
(5)
Filed as an exhibit to the Companys Form 8-K dated June 14, 2005.
(6)
Filed as an exhibit to the Companys Form 8-K dated February 7, 2003.
(7)
Filed as an exhibit to the Companys Form 10-K for the Fiscal Year ended May 31, 2000.
(8)
Filed as an exhibit to the Companys Form 8-K dated November 25, 1998.
(9)
Filed as an exhibit to the Companys Form 8-K dated June 7, 2002.
(10)
Filed as Appendix A to the Companys definitive proxy statement on Schedule 14A filed
on January 28, 2005.
(11)
Filed as an exhibit to the Companys Form 10-K for the fiscal year ended May 31,
2003.
(12)
Filed as an exhibit to Form S-8 (File No. 333-108561) filed on September 5, 2003.
(13)
Filed as an exhibit to the Companys Form 8-K, dated August 3, 2005.
(14)
Filed as an exhibit to the Companys Form 8-K, dated May 26, 2006.
(15)
Filed as an exhibit to the Companys Form 8-K, dated November 3, 2005.
Table of Contents
COMPREHENSIVE CARE CORPORATION
By
/s/ MARY JANE JOHNSON
Mary Jane Johnson
President and Chief Executive Officer
(Principal Executive Officer)
By
/s/ ROBERT J. LANDIS
Robert J. Landis
Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer)
Signature
Title
Date
President, Chief Executive Officer,
and Director (Principal Executive Officer)
August 18, 2006
Chairman of the Board of Directors,
Chief Financial Officer, and Treasurer
(Principal Financial and
Accounting Officer)
August 18, 2006
Director
August 18, 2006
Director
August 18, 2006
Director
August 18, 2006
Director
August 18, 2006
Director
August 18, 2006
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. | ||
2. | Subject to any preferential dividend rights of the holders of Preferred Stock determined as provided in paragraph (6) of this Article FOURTH, the holders of Common Stock shall be entitled to receive dividends out of any funds of the corporation legally available therefor, when and as declared by the Board of Directors. | ||
3. | In the event of any dissolution of, or upon any distribution of the assets of, the corporation, subject to all of the preferential rights, if any, of the holders of Preferred Stock, the holders of the Common Stock shall be entitled to receive, ratably and without distinction as to class, all of the remaining assets of the corporation. | ||
4. | The Preferred Stock may be issued from time to time in one or more series. The Board of Directors is hereby authorized to fix or alter the dividend rights, dividend rates, conversion rights, voting rights, rights and terms |
48
of redemption (including sinking fund provisions), the redemption price or prices and the liquidation preferences of any wholly unissued series of Preferred Stock, and the number of shares constituting any such series and the designation thereof, or any of them. | |||
5. | The holders of the Preferred Stock or any series thereof shall be entitled to such voting powers, full or limited, as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. The Board of Directors may issue one or more series of Preferred Stock without any voting power. | ||
6. | The holders of Preferred Stock or any series thereof shall be entitled to receive dividends at such rates, on such conditions and at such times as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors, payable in preference to, or in relation to, the dividends payable on any other class or classes of stock, or series thereof and cumulative as shall be so stated and expressed. | ||
7. | The holders of the Preferred Stock or any series thereof shall be entitled to such rights upon the dissolution of, or upon any distribution of the assets of, the corporation as shall be stated and expressed in the resolution or resolutions providing for the issue of such stock adopted by the Board of Directors. | ||
8. | The Preferred Stock may be subject to redemption at such time or times and at such price or prices and may be issued in such series, with such designations, preferences and relative participating, optional or other special rights, and qualifications, limitations or restrictions thereof as shall be stated and expressed in the resolution or resolutions of the Board of Directors providing for the issue of the Preferred Stock. Without in any manner limiting the foregoing, the Board of Directors may, but is not required to, establish and provide for a sinking fund in connection with any such redemptions, providing for such payments, at such time and otherwise upon such terms and conditions, as may be established in any such resolution or resolutions of the Board of Directors. | ||
9. | The Preferred Stock or any series thereof may be made convertible into other classes or series of stock upon such terms and conditions as are stated and expressed in the resolution or resolutions of the Board of Directors providing for the issue of such series of Preferred Stock. |
49
COMPREHENSIVE CARE CORPORATION | ||||
By:
|
/s/ CHRISS W. STREET | |||
|
||||
Chriss W. Street, Chairman and President | ||||
|
||||
ATTEST: | ||||
By:
|
/s/ KERRI RUPPERT | |||
|
||||
Kerri Ruppert, Vice President/Secretary |
50
51
52
State of Incorporation | ||
Wholly-owned subsidiaries of Comprehensive Care Corporation:
|
||
Comprehensive Behavioral Care, Inc.
|
Nevada | |
|
||
Wholly-owned subsidiaries of Comprehensive Behavioral Care, Inc.:
|
||
|
||
Comprehensive Care Integration, Inc.
|
Delaware | |
Comprehensive Behavioral Care of Connecticut, Inc.
|
Florida | |
Healthcare Management Services, Inc.
|
Michigan | |
Healthcare Management Services of Michigan, Inc.
|
Michigan | |
CompCare of Pennsylvania, Inc.
|
Nevada | |
|
||
Affiliates sponsored by Comprehensive Behavioral Care, Inc.:
|
||
|
||
Comprehensive Provider Networks of Texas, Inc.
|
Texas |
53
54
/s/ MARY JANE JOHNSON | ||||
August 18, 2006 | Mary Jane Johnson | |||
President and Chief Executive Officer
(Principal Executive Officer) |
||||
55
/s/ ROBERT J. LANDIS | ||||
August 18, 2006 | Robert J. Landis | |||
Chairman, Chief Financial Officer and Treasurer
(Principal Financial and Accounting Officer) |
||||
56
/s/ MARY JANE JOHNSON | ||||
Mary Jane Johnson | ||||
Chief Executive Officer
August 18, 2006 |
||||
57
/s/ ROBERT J. LANDIS | ||||
Robert J. Landis | ||||
Chief Financial Officer
August 18, 2006 |
||||
58