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: September 10, 2008
(Date of earliest event reported)
COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant as Specified in Charter)
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| Delaware
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1-9927
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95-2594724 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
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3405 West Dr. Martin Luther King Jr. Boulevard
Suite 101
Tampa, Florida
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33607 |
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| (Address of Principal Executive Offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (813) 288-4808
(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:
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| Item 1.01. |
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Entry into a Material Definitive Agreement. |
On September 10, 2008, Comprehensive Care Corporation (“CompCare”) entered into a Purchase
Agreement (“Agreement”) with Robert Lange (“the Purchaser”). Pursuant to the Agreement, the
Purchaser purchased 300,000 CompCare common shares for $75,000. CompCare intends to use the net
proceeds from the sale of the securities hereunder for working capital and general corporate
purposes. A copy of the Agreement is attached hereto as Exhibit 10.1. As a result of the
transaction, Mr. Lange owns 625,500 shares of CompCare common stock or approximately 7.5% of the
total number of shares outstanding.
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| Item 3.02. |
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Unregistered Sale of Equity Securities. |
The CompCare common shares were sold to the Purchaser in a private transaction not involving a
public offering. Based on certain representations and warranties of the Purchaser in the
Agreement, CompCare relied on Section 4(2) of the Securities Act for an exemption from the
registration requirements of the Securities Act. The CompCare common shares purchased have not
been registered under the Securities Act of 1933, as amended, and may not be sold in the United
States absent registration or an applicable exemption from registration requirements.
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| Item 9.01. |
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Financial Statements and Exhibits. |
(d) Exhibits.
10.1 Purchase Agreement dated September 10, 2008 between Comprehensive Care Corporation and Robert Lange.
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, but are not limited to,
changes in local, regional, and national economic and political conditions, the effect of
governmental regulation, competitive market conditions, varying trends in member utilization, our
ability to manage healthcare operating expenses, our ability to achieve expected results from new
business, the profitability of our capitated contracts, cost of care, seasonality, the Company’s
ability to obtain additional financing, and other risks detailed from time to time in the Company’s
SEC reports.
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