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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities and Exchange Act of 1934
Date of Report (Date of earliest event reported) August 3, 2001
CONTINUCARE CORPORATION
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(Exact name of registrant as specified in its charter)
FLORIDA 1-12115 59-2716023
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction of Incorporation) Identification No.)
CONTINUCARE CORPORATION
80 S.W. 8TH STREET
SUITE 2350
MIAMI, FLORIDA 33130
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(Address of principal executive office)
Registrant's telephone number, including area code (305) 350-7515
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ITEM 1. CHANGE OF CONTROL
On August 3, 2001, Continucare Corporation (the "Company") announced
the restructuring of its outstanding Convertible Subordinated Notes due 2002
(the "Notes"). Frost Nevada Limited Partnership ("Frost Nevada"), an entity
controlled by Dr. Phillip Frost, a director of the Company, purchased in a
private transaction with certain holders of the Notes $6,219,511 principal
amount of Notes (the "Purchased Debt") and 9,640,244 shares of common stock of
the Company (the "Purchased Shares"). Frost Nevada immediately exchanged the
Purchased Debt for (i) 6,219,511 shares of common stock of the Company and (ii)
a new convertible note (the "New Note") in the principal amount of $912,195,
with an October 2005 maturity date. At such time Dr. Phillip Frost was deemed to
beneficially own 55.5% of the Company's outstanding common stock, assuming
conversion of the New Note. The parties have agreed that the effective date of
the transaction is June 30, 2001. The foregoing summary of the New Note is
qualified in its entirety by a copy of the New Note attached hereto as Exhibit
4.1 and incorporated herein by reference.
Frost Nevada subsequently sold approximately 13% of the Purchased
Shares, 13% of the shares of common stock issuable upon conversion of the
Purchased Debt and transferred 13% of the New Note in a private transaction to a
group of six investors. As a result of the foregoing, Dr. Phillip Frost
beneficially owns 50% of the Company's outstanding common stock, assuming
conversion of the New Note, or 49% of the Company's outstanding common stock,
prior to giving effect to the conversion of the New Note.
ITEM 5. OTHER EVENTS
The Company reported the restructuring of its Convertible Subordinated
Notes. The press release dated August 3, 2001 is attached hereto as Exhibit 99.1
and incorporated herein by reference.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
The following exhibit is filed as part of this Report on
Form 8-K:
Exhibit 4.1 Convertible Subordinated Promissory Note issued
to Frost Nevada Limited Partnership
Exhibit 99.1 Press release of the Company, dated
August 3, 2001.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CONTINUCARE CORPORATION
Date: August 15, 2001 By: /s/ Spencer J. Angel
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Spencer J. Angel
Chief Executive Officer and President
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