Continucare Corporation
As
filed with the Securities and Exchange Commission on September 13, 2007.
Registration No. 333-
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CONTINUCARE CORPORATION
(Exact Name of Registrant as Specified in its Charter)
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Florida
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59-2716023 |
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(State or Other Jurisdiction of
Incorporation or Organization)
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(I.R.S. Employer
Identification No.) |
7200 Corporate Center Drive
Suite 600
Miami, Florida 33126
(305) 500-2000
(Address, Including Zip Code, and Telephone Number of Registrants Principal Executive Offices)
Continucare Corporation Amended and Restated 2000 Stock Option Plan
(Full Title of Plan)
Richard C. Pfenniger, Jr.
Chairman and Chief Executive Officer
Continucare Corporation
7200 Corporate Center Drive, Suite 600
Miami, Florida 33126
(305) 500-2100
(Name, Address, Including Zip Code, and Telephone Number of Agent for Service)
With a copy to:
Michael I. Keyes, Esq.
Stearns Weaver Miller Weissler
Alhadeff & Sitterson, P.A.
150 West Flagler Street, Suite 2200
Miami, Florida 33130
Calculation of Registration Fee
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Proposed |
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Proposed |
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Maximum |
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Maximum |
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Amount of |
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Title of Securities |
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Amount to be |
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Offering Price |
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Aggregate |
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Registration |
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to be Registered |
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Registered(1) |
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Per Share(2) |
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Offering Price(2) |
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Fee(2) |
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Common Stock, par value $0.0001 per share
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2,000,000 |
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$ |
2.46 |
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$ |
4,920,000 |
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$ |
151.04 |
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(1) |
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Pursuant to Rule 416 this Registration Statement shall also cover any additional shares of
Common Stock which may become issuable under the Continucare Corporation Amended and Restated
2000 Stock Option Plan by reason of any stock dividend, stock split, recapitalization or any
other similar transaction effected without receipt of consideration which results in an
increase in the number of outstanding shares of Class A Common Stock. |
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(2) |
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Estimated solely for purposes of calculating the registration fee pursuant to Rule 457(h) on
the basis of the average of the high and low prices of the Common Stock on the American Stock
Exchange on September 10, 2007. |
Explanatory Note
On February 7, 2007, the shareholders of Continucare Corporation (the Company) approved the
amendment and restatement of the Companys Amended and Restated 2000 Stock Option Plan (the Plan)
at the Companys Annual Meeting of Shareholders to increase the maximum number of shares of the
Companys Common Stock, $0.0001 par value (the Common Stock), that may be issued under the Plan
by 2,000,000 shares. This Registration Statement is being filed to register the additional
2,000,000 shares of Common Stock issuable under the Plan.
The Company previously filed (i) a Registration Statement on Form S-8 on May 18, 2001 (File
No. 333-61246) registering the issuance of the initial 4,000,000 shares of the Companys Common
Stock under the Plan, and (ii) a Registration Statement on Form S-8 on September 28, 2004 (File No.
333-119337) registering the additional issuance of 3,000,000 shares of the Companys Common Stock
under the Plan (each an Earlier Registration Statement and together the Earlier Registration
Statements). The additional shares to be registered by this Registration Statement are of the
same class as those securities covered by the Earlier Registration Statements. Pursuant to
General Instruction E to Form S-8, the contents of the Earlier Registration Statements are
incorporated herein by reference except to the extent supplemented, amended or superseded by the
information set forth herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The following documents filed by the Company with the Securities and Exchange Commission (the
Commission) are incorporated herein by this reference:
(1) |
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The Companys Annual Report on Form 10-K for the year ended June 30, 2007, filed with the
Commission on September 12, 2007. |
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The description of the Companys Common Stock contained in the Companys Registration
Statement on Form SB-2 (SEC File No. 33-88580), as amended, under the heading Description of
Securities. |
All documents subsequently filed by the Company pursuant to Sections 13(a), 13(c), 14 and
15(d) of the Securities Exchange Act of 1934, as amended (the Exchange Act), prior to the filing
of a post-effective amendment which indicates that all securities offered have been sold or which
deregisters all securities then remaining unsold, shall be deemed to be incorporated by reference
into this Registration Statement and to be a part hereof from the date of filing of such documents.
Item 8. Exhibits.
The following exhibits are filed herewith:
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Exhibit |
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Number |
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Description |
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5.1
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Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. |
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23.1
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Consent of Ernst & Young LLP. |
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23.2
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Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1 above). |
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24.1
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Power of Attorney (set forth on the signature page to this Registration Statement). |
II-1
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant certifies that it
has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and
has duly caused this Registration Statement to be signed on its behalf by the undersigned,
thereunto duly authorized, in the City of Miami, State of Florida on
the 12th day of September,
2007.
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CONTINUCARE CORPORATION
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By: |
/s/ Richard C. Pfenniger, Jr.
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Richard C. Pfenniger, Jr. |
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Chairman of the Board, Chief Executive
Officer and President |
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KNOW ALL MEN BY THESE PRESENTS, that each person whose signature appears below constitutes and
appoints Richard C. Pfenniger, Jr. and Fernando L. Fernandez, and each of them acting alone, his
true and lawful attorneys-in-fact and agents, for him and in his name, place and stead, in any and
all capacities, to sign any and all amendments, including post-effective amendments, to this
Registration Statement, and to file the same, with all exhibits thereto, and other documents in
connection therewith, with the Securities and Exchange Commission granting unto said
attorneys-in-fact and agents, full power and authority to do and perform each and every act and
thing requisite and necessary to be done, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact and agents or their
substitute or substitutes, may lawfully do or cause to be done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, the Registration Statement has
been signed by the following persons in the capacities and on the dates indicated.
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SIGNATURE |
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TITLE |
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DATE |
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/s/ Richard C. Pfenniger, Jr.
Richard C. Pfenniger, Jr.
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Chairman of the Board, Chief Executive
Officer, President and Director (Principal
Executive Officer)
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September 12, 2007 |
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/s/ Fernando L. Fernandez
Fernando L. Fernandez
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Senior Vice President Finance, Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
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September 12, 2007 |
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/s/ Luis Cruz, M.D.
Luis Cruz, M.D.
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Vice Chairman of the Board and Director
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September 12, 2007 |
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/s/ Robert J. Cresci
Robert J. Cresci
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Director
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September 12, 2007 |
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/s/ Phillip Frost, M.D.
Phillip Frost, M.D.
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Director
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September 12, 2007 |
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/s/ Neil Flanzraich
Neil Flanzraich
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Director
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September 12, 2007 |
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/s/ Jacob Nudel, M.D.
Jacob Nudel, M.D.
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Director
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September 12, 2007 |
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/s/ A. Marvin Strait
A. Marvin Strait
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Director
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September 12, 2007 |
II-2
EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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5.1
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Opinion of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. |
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23.1
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Consent of Ernst & Young LLP. |
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23.2
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Consent of Stearns Weaver Miller Weissler Alhadeff & Sitterson, P.A. (included in Exhibit 5.1 above). |