UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, DC 20549
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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) September 14, 2005
Continucare Corporation
(Exact name of registrant as specified in its Charter)
Florida 1-12115
(State of other jurisdiction or (Commission File Number)
incorporation or organization)
7200 Corporate Center Drive, Suite 600
Miami, Florida 33126
(Address of principal executive offices) (Zip Code)
59-2716023
(IRS Employer Identification No.)
(305) 500-2000 (Registrant's telephone number, including area code)
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:
[_] 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 14a-12)
[_] Pre-commencement communications pursuant to Rule 14d-2(b) under the
Exchange Act (17 CFR 14d-2(b))
[_] 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
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On September 14, 2005, the Compensation Committee of our Board of Directors
approved a Management Incentive Compensation Plan that provides for the payment
of cash bonuses to eligible members of our management team, including our senior
executive officers. To be eligible to receive a bonus under the plan, eligible
employees must be employed by us at the end of our fiscal year ending June 30,
2006, and on the date on which we pay any such bonuses. We presently expect that
approximately 30 employees will be eligible to participate in the plan. Under
the terms of the plan, we will establish a pool from which any bonuses would be
paid in an amount equal to an established percentage of the amount by which our
pre-tax earnings for fiscal year ending June 30, 2006, exceeds a pre-determined
threshold. We presently expect that for the fiscal year ending June 30, 2006,
the pool will be in the range of approximately $200,000 - $300,000, but the
ultimate size of the pool is dependent upon our performance for that fiscal
year. Any cash bonuses to be paid under the plan will be paid to eligible
participants from the pool in amounts approved by our Compensation Committee
after considering the recommendations of our Chief Executive Officer. The plan
does not obligate us to distribute the entire pool available for distribution.
Item 2.02 Results of Operations and Financial Condition
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On September 19, 2005, we issued a press release announcing our financial
results for the quarter and fiscal year ended June 30, 2005. The press release
is attached hereto as Exhibit 99.01 and is incorporated herein by reference.
Item 9.01 Financial Statements, Pro Forma Financial Information and Exhibits
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(c) Exhibits
99.01 Press Release of Continucare Corporation dated
September 19, 2005
The information in this Current Report on Form 8-K, including Exhibit 99.01
hereto, is furnished pursuant to Item 2.01 and shall not be deemed to be "filed"
for the purposes of Section 18 of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), or otherwise subject to the liabilities of that
section, nor shall it be deemed to be incorporated by reference in any filing
under the Securities Act of 1933 or the Exchange Act.
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.
CONTINUCARE CORPORATION
/s/ Fernando L. Fernandez
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Fernando L. Fernandez
Senior Vice President-Finance,
Chief Financial Officer,
Treasurer and Secretary
Dated: September 19, 2005
EXHIBIT INDEX
Description Exhibit No.
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Press release, dated September 19, 2005, 99.01
announcing Continucare Corporation's
financial results for the quarter and fiscal year
ended June 30, 2005