Continucare Corporation
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) of the
SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) May 10, 2006
Continucare Corporation
(Exact name of registrant as specified in its Charter)
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Florida
(State or other jurisdiction or
incorporation or organization)
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1-12115
(Commission File Number) |
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7200 Corporate Center Drive, Suite 600,
Miami, Florida
(Address of principal executive offices)
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33126
(Zip Code) |
59-2716023
(IRS Employer Identification No.)
(305) 500-2000
(Registrants telephone number, including area code)
Not Applicable
(Former name or former address, if changed since last report)
Check the appropriate box 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)
x Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 13e-4(c))
Item 1.01 Entry into a Material Definitive Agreement.
On May 10, 2006, Continucare Corporation, a Florida corporation (Continucare), entered into
a definitive Asset Purchase Agreement (the Agreement) with CNU Blue 1, Inc., a Florida
corporation and a wholly-owned subsidiary of Continucare (Buyer), CNU Blue 2, LLC, a Florida limited
liability company and a wholly-owned subsidiary of Buyer (Buyer LLC), Miami Dade Health and
Rehabilitation Services, Inc., a Florida corporation (MDHRS), Miami Dade Health Centers, Inc., a
Florida corporation (MDHC), West Gables Open MRI Services, Inc., a Florida corporation (West
Dade), Kent Management Systems, Inc. (Kent), Pelu Properties, Inc., a Florida corporation
(Pelu), Peluca Investments, LLC, a Florida limited liability company
(Peluca), and Miami Dade Health Centers One, Inc., a Florida corporation (MDHC One, and,
collectively with MDHRS, MDHC, West Dade, Kent, Pelu and Peluca, the Sellers), MDHC Red, Inc., a
Florida corporation (Retain), and the principal shareholders of each Seller (the Owners). Upon
the terms and subject to the conditions of the Agreement, Buyer will acquire substantially all of
the assets and operations of Sellers and assume certain liabilities of Sellers (the Acquisition).
The Acquisition is intended to qualify as a tax-free reorganization under Section 368(a) of the
Internal Revenue Code of 1986, as amended.
Under the terms of the Agreement, at the Closing, Continucare will pay Sellers $5.0 million
cash and issue to Sellers 20.0 million shares of Continucares common stock, par value $.0001 per
share (the Continucare Shares) and pay Owners an additional $1.0 million cash on the first
anniversary date of the Closing. In addition, upon the terms and subject to the conditions of the
Agreement, following the closing Continucare will pay to Owners up to $2.0 million based on the
monthly payments in respect of the Sellers business operations received by Continucare or any of
its subsidiaries from certain identified third-party payors during the fourteen day period
commencing the day after the Closing Date and make certain other payments to Owners depending on
the collection of certain receiveables that were fully reserved on the books of Sellers as of
December 31, 2005. Upon the terms and subject to the conditions of the Agreement, CNU, Sellers and
Owners have made customary representations, warranties and covenants in the Agreement, including,
among others, covenants (i) to conduct their respective businesses in the ordinary and usual course
during the interim period between the execution of the Agreement and the effective time of the
Acquisition (the Interim Period), (ii) not to engage in certain kinds of transactions during the
Interim Period, (iii) to cause a shareholder meeting to be held by Continucare to consider approval
of the issuance of Continucare Shares in connection with the Acquisition. Sellers have made
certain additional customary covenants, including, among others, covenants (i) not to solicit
proposals for alternative business combination transactions and (ii) to complete an audit of
Sellers historical financial statements.
CNUs and Sellers respective obligations to consummate the Acquisition are subject to
customary conditions, including, among others: (i) the requisite vote of Continucares shareholders
approving the issuance of Continucare Shares, as the case may be, (ii) the accuracy of the
representations and warranties made by the other party under the Agreement, (iii) compliance of the
other party with its covenants, and (iv) no material adverse change to either Continucare or
Sellers. Continucares obligations to consummate the Acquisition are also
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subject to the audit of Sellers financial statements not reflecting any material adverse
audit adjustments from Sellers unaudited financial statements and that such audited financial
statements reflect adjusted EBITDA of at least $6.0 million for the year ended December 31, 2005.
The Agreement contains certain customary termination rights for both Continucare and Sellers.
At the Closing, Continucare will enter into one-year employment agreements with each of the
Owners. Under these agreements, Dr. Cruz will be employed as Vice Chairman of Continucare at an
annual salary of $225,000, Mr. Jose Garcia will be employed as Executive Vice President at an
annual salary of $275,000, and Mr. Carlos Garcia will be employed as President Diagnostics
Division at an annual salary of $225,000. Each of the Owners will also receive options to acquire
100,000 shares of Continucares common stock at a per share exercise price equal to the closing
price of Continucares common stock on the date of grant. The options will vest ratably over a
term of four years and have a term of ten years. Continucare has also agreed that Dr. Cruz will be
appointed to the Continucare Board of Directors effective as of the Closing. The terms of the
Agreement also subject each of the Owners to a five-year non-competition covenant following the
Closing. The owners will also agree to a five-year non-competition
covenant in certain counties in the state of Florida.
The foregoing description of the Agreement does not purport to be complete and is qualified in
its entirety by reference to the Agreement. A copy of the Agreement is attached
hereto as Exhibit 10.1 and is incorporated herein by reference.
Item 8.01 Other Events
Concurrent with the execution and delivery of the Agreement, Owners entered into a Voting
Agreement dated as of May 10, 2006 (the Voting Agreement), with Phillip Frost, M.D., Frost Gamma
Investments Trust, Frost Nevada Investments Trust, and Richard C. Pfenniger, Jr. (the
Shareholders). Pursuant to the Voting Agreement, the Shareholders have agreed that until the
termination of the Voting Agreement, the Shareholders will vote or cause to be voted the shares of
Continucare common stock over which the Shareholders have voting power in favor of the approval of
the issuance of Continucare Shares in connection with the Acquisition. The shares of Continucare
common stock beneficially owned by the Shareholders subject to the Voting Agreement constituted
approximately 46% of the total issued and outstanding shares of Continucare common stock as of May
10, 2006.
The foregoing description of the Voting Agreement does not purport to be complete and is
qualified in its entirety by reference to the Voting Agreement. A copy of the Voting Agreement is
attached as Exhibit 99.1 hereto and is incorporated herein by reference.
In connection with the proposed transaction, Continucare intends to file a proxy statement and
other materials with the Securities and Exchange Commission (the SEC). Investors are urged to
read the proxy statement and other materials when they are available because they will contain
important information. Investors will be able to obtain free copies of the proxy statement, when
it becomes available, as well as other filings containing information about Continucare and
Sellers at the SECs Internet site (http://www.sec.gov). These documents also may be
accessed and downloaded free of charge from the investor relations section of Continucares
Internet site (www.continucare.com ) or obtained free of charge by directing a
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request to Continucare Corporation, 7200 Corporate Center Drive, Suite 600, Miami, Florida
33126 Attention: Corporate Secretary by mail or by calling (305) 500-2000.
Continucare and its directors, executive officers, other members of management and employees
may be deemed to be participants in the solicitation of proxies from shareholders in respect of the
proposed transaction. Information regarding Continucares directors and executive officers is
available in Continucares proxy statement for its 2005 annual
meeting of shareholders, dated June
24, 2005. Additional information regarding the interests of such potential participants will be
included in the registration and proxy statement and the other relevant documents filed with the
SEC when they become available.
Item 9.01. Financial Statements and Exhibits.
(c) Exhibits
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Exhibit No.
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Description |
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10.1
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Asset Purchase Agreement, dated as of May 10, 2006, among
Continucare Corporation, a Florida corporation, CNU Blue
1, Inc., a Florida corporation and a wholly-owned
subsidiary of CNU, CNU Blue 2, LLC, a Florida limited
liability company and a wholly-owned subsidiary of Buyer,
Miami Dade Health and Rehabilitation Services, Inc., a
Florida corporation, Miami Dade Health Centers, Inc., a
Florida corporation, West Gables Open MRI Services, Inc.,
a Florida corporation, Kent Management Systems, Inc.,
Pelu Properties, Inc., a Florida corporation, Peluca
Investments, LLC, a Florida limited liability company
owned by the Owners, and Miami Dade Health Centers One,
Inc., a Florida corporation, MDHC Red, Inc., a Florida
corporation, and each of the shareholders of each Seller
identified therein. |
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99.1
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Voting Agreement dated May 10, 2006, among Luis Cruz,
M.D., Jose M. Garcia, and Carlos Garcia, Phillip Frost,
M.D., Frost Gamma Investments Trust, Frost-Nevada
Investments Trust, and Richard C. Pfenniger, Jr. and the
other parties signatory hereto. |
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99.2
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Press Release dated May 10, 2006. |
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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 thereunto duly authorized.
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CONTINUCARE CORPORATION
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/s/ Fernando L. Fernandez
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Fernando L. Fernandez |
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Senior Vice President -- Finance, Chief Financial
Officer,
Treasurer & Secretary |
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Dated: May 10, 2006
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