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): December 31, 2012
COMPREHENSIVE CARE CORPORATION
(Exact Name of Registrant Specified in Charter)
| Delaware | 1-9927 | 95-2594724 | ||
| (State or Other Jurisdiction of Incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) | ||
| 3405 W. Dr. Martin Luther King Jr. Blvd, Suite 101 Tampa, Florida |
33607 | |||
| (Address of Principal Executive Offices) | (Zip Code) | |||
Registrant’s telephone number, including area code: (813) 288-4808
Not Applicable
(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:
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
Item 2.06 Material Impairments
Comprehensive Care Corporation’s (the “Company”) contract with its client MMM Healthcare, Inc. and its corporate affiliate PMC Medicare Choice, Inc. (“MMM/PMC”) expired, as scheduled, on December 31, 2012. MMM/PMC decided to manage internally the services that the Company was providing. This contract accounted for 79.1%, or $41.8 million, of the Company’s revenues for the nine months ended September 30, 2012. As a result of this event and pursuant to requirements under generally accepted accounting principles, management performed a review of goodwill recorded on the Company’s balance sheet. The review was completed on December 31, 2012 and determined it was appropriate to write-off goodwill. Consequently, effective December 31, 2012, management recorded a non-cash impairment charge of $12.2 million to fully remove goodwill from the Company’s balance sheet. Management does not presently believe the impairment charge will result in material future cash expenditures.
SIGNATURE
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.
| COMPREHENSIVE CARE CORPORATION | ||||||
| Date: December 31, 2012 | By: | /s/ Clark A. Marcus | ||||
| Clark A. Marcus | ||||||
| Chairman and Chief Executive Officer | ||||||