SC 13D/A 1 d264936dsc13da.htm AMENDMENT NO. 1 TO SCHEDULE 13D Amendment No. 1 to Schedule 13D

 

 

UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

Under the Securities Exchange Act of 1934

(Amendment No. 1)*

 

 

 

Comprehensive Care Corporation

(Name of Issuer)

 

 

 

Common Stock

(Title of Class of Securities)

 

204620-20-7

(CUSIP Number)

 

Clark A. Marcus

c/o

Comprehensive Care Corporation

3405 West Dr. Martin Luther King, Jr. Boulevard, Suite 101, Tampa, Florida 33607, 813-288-4808

(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)

 

November 21, 2011

(Date of Event Which Requires Filing of this Statement)

 

 

If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of sections 240.13d-1(e), 240.13d-1(f) or 140.13d-1(g), check the following box.  ¨

 

 

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See section 240.13d-7 for other parties to whom copies are to be sent.

 

 

 

*   The remainder of this cover page shall be filled out for a Filer’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page.

The information required in the remainder of this cover page shall not be deemed to be “filed” for the purpose of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).

 

 

 


CUSIP No. 204620-20-7  

 

  1   

NAMES OF REPORTING PERSONS.

I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY)

 

Clark A. Marcus

  2  

CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)

(a)  ¨        (b)  ¨

 

  3  

SEC USE ONLY

 

  4  

SOURCE OF FUNDS (SEE INSTRUCTIONS)

 

00

  5  

CHECK IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e)  ¨

 

  6  

CITIZENSHIP OR PLACE OF ORGANIZATION

 

United States of America

NUMBER OF

SHARES

BENEFICIALLY

OWNED BY

EACH

REPORTING

PERSON

WITH

     7    

SOLE VOTING POWER

 

13,570,000

     8   

SHARED VOTING POWER

 

     9   

SOLE DISPOSITIVE POWER

 

13,570,000

   10   

SHARED DISPOSITIVE POWER

 

11

 

AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON

 

13,570,000

12

 

CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS)    ¨

 

13

 

PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)

 

18.91%

14

 

TYPE OF REPORTING PERSON (SEE INSTRUCTIONS)

 

IN

 

2


SCHEDULE 13D

This constitutes Amendment No. 1 to the Statement on Schedule 13D dated June 30, 2010 (the “Statement”) relating to the common stock (the “Common Stock”) of Comprehensive Care Corporation, a Delaware corporation (the “Issuer”). Unless specifically amended or modified herein, the disclosure set forth in the Statement shall remain unchanged.

Item 2. IDENTITY AND BACKGROUND

Item 2 of the Statement is hereby restated in its entirety as follows:

(a)-(c) Clark A. Marcus, c/o Comprehensive Care Corporation, 3405 W. Dr. Martin Luther King, Jr., Blvd., Suite 101, Tampa, Florida, is Chairman of the Issuer’s Board of Directors and is employed by the Issuer as Chief Executive Officer.

(d)-(f) The natural person referred to above is a United States Citizen. During the last five years, he has not been (i) convicted in any criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) been a party to a civil proceeding of a judicial or administrative body of competent jurisdiction and as a result of such proceeding was or is subject to a judgment, decree or final order enjoining future violations of, or prohibiting or mandating activities subject to, federal or state securities laws or finding any violation with respect to such laws.

Item 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION

Item 3 of the Statement is hereby restated in its entirety as follows:

On May 13, 2009, Mr. Marcus was granted a warrant to purchase up to 100 shares of the Issuer’s Series D Convertible Preferred Stock (“Series D Stock”). No consideration was required in exchange for the warrant. At the time of issuance of the warrant, the amount of authorized and available Common Stock of the Issuer was insufficient to fulfill a request to convert a share of Series D Stock. On June 16, 2009, Mr. Marcus gifted warrants to purchase up to 90 shares of Series D Stock.

On July 1, 2010, Mr. Marcus was granted, effective June 30, 2010, 1,000,000 shares of the Issuer’s Common Stock and a warrant to purchase up to 4,000,000 shares of the Issuer’s Common Stock. No consideration was required in exchange for the Common Stock or the warrant.

On November 21, 2011, Mr. Marcus was granted a stock option that may be used to acquire 1,000,000 shares of the Issuer’s Common Stock. The option has a term of ten years, an exercise price of $0.25 per share, and was vested upon issuance. Additionally on November 21, 2011, Mr. Marcus was granted a warrant that may be used to acquire 6,500,000 shares of the Issuer’s Common Stock. The warrant was vested upon issuance, has a term of ten years, and may be exercised at a price of $0.25 per share. No consideration was required in exchange for the stock option or the warrant.

Item 4. PURPOSE OF TRANSACTION

Item 4 of the Statement is hereby restated in its entirety as follows:

On May 13, 2009, the Reporting Person was granted a warrant to purchase at the holder’s option at any time after issuance and prior to May 13, 2012 up to 100 shares of the Issuer’s Series D Stock at an exercise price of $25,000 per share (equivalent to $0.25 per share of Common Stock). No consideration was required in exchange for the warrant. At the time of issuance of the warrant, the amount of authorized and available Common Stock of the Issuer was insufficient to fulfill a request to convert a share of Series D Stock. On June 16, 2009, Mr. Marcus gifted warrants to purchase up to 90 shares of Series D Stock.

The remaining Series D Stock acquirable by the Reporting Person may be converted into 100,000 shares of Common Stock per share of Series D Stock, or an aggregate of 1,000,000 shares of Common Stock. Each share of Series D Stock is convertible in whole or in part at the option of the holder at any time after the date of issuance and without the payment of any additional consideration. In addition, as long as the

 

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Reporting Person holds a share of Series D Stock, he will be entitled to notice of any stockholders’ meeting and to vote on any matters on which the Common Stock may be voted. In accordance with the terms of the Series D Stock, the Reporting Person is entitled to the number of votes per share of Series D Stock that the holder of 500,000 shares of Common Stock would be entitled to, or an aggregate of 5,000,000 votes.

Sufficient authorized Common Stock became available on June 17, 2009 with the filing in the Issuer’s state of incorporation of an amendment to the Issuer’s Restated Certificate of Incorporation to increase the amount of the Issuer’s authorized Common Stock, enabling the Series D Preferred shares to become fully convertible.

On July 1, 2010, the Compensation and Stock Option Committee of the Issuer’s Board of Directors granted, effective June 30, 2010, equity incentive compensation in the form of i) the Issuer’s Common Stock and ii) warrants to purchase the Issuer’s Common Stock, to members of the Issuer’s Board of Directors. As part of such grants, the Reporting Person was granted 1,000,000 shares of the Issuer’s Common Stock and a warrant to purchase up to 4,000,000 shares of the Issuer’s Common Stock. The warrant is vested upon grant and has a term of five years and an exercise price of $0.50 per share. No consideration was required in exchange for the Common Stock or the warrant.

On November 18, 2011, the Compensation and Stock Option Committee of the Issuer’s Board of Directors granted, effective November 21, 2011, equity incentive compensation in the form of i) options to purchase the Issuer’s Common Stock and ii) warrants to purchase the Issuer’s Common Stock, to members of the Issuer’s Board of Directors. As part of such grants, the Reporting Person was granted 1,000,000 stock options to purchase shares of the Issuer’s Common Stock and a warrant to purchase up to 6,500,000 shares of the Issuer’s Common Stock. Both the stock option and warrant were vested upon issuance, have a term of ten years, and an exercise price of $0.25 per share. No consideration was required in exchange for the stock option or the warrant.

The Reporting Person does not have a present plan or proposal that relates to or would result in any of the actions specified in clauses (a) through (j) of Item 4 of Schedule 13D. However, the Reporting Person reserves the right to propose or participate in future transactions which may result in one or more of such actions, including but not limited to, an extraordinary corporate transaction, such as a merger, reorganization or liquidation, sale of a material amount of assets of Issuer or its subsidiaries, or other transactions which might have the effect of causing Issuer’s Common Stock to cease to be listed on an exchange market or causing the Common Stock to become eligible for termination of registration under section 12(g) of the Act. The Reporting Person also retains the right to change his investment intent at any time, to acquire additional shares of Common Stock or other securities of Issuer from time to time, or to sell or otherwise dispose of all or part of the Common Stock beneficially owned by him (or any shares of Common Stock into which such securities are converted) in any manner permitted by law. The Reporting Person may engage from time to time in ordinary course transactions with financial institutions with respect to the securities described herein.

Item 5. INTERESTS IN SECURITIES OF THE ISSUER

Item 5 of the Statement is hereby restated in its entirety as follows:

 

  (a) Aggregate Beneficial Ownership: As of the date of this Schedule 13D, Mr. Marcus beneficially owns 13,570,000 shares of Common Stock including 1,070,000 shares held directly, 1,000,000 shares by virtue of the assumed purchase and conversion of his Series D Stock into Common Stock of the Issuer, 1,000,000 shares of Common Stock obtainable from the assumed exercise of a stock option, and 10,500,000 shares through his assumed exercise of warrants to purchase Common Stock. Mr. Marcus’ total beneficial ownership of shares represents 18.91% of all shares of Common Stock of the Issuer, including those shares issuable upon purchase and conversion of his Series D Stock, shares issuable upon exercise of the stock option, and shares resulting from exercise of his warrants. Applicable percentage of ownership is based on 59,251,836 shares of Common Stock outstanding as of November 21, 2011, 1,000,000 shares owned beneficially through Mr. Marcus’ right to acquire Common Stock by purchase and conversion of the Series D Convertible Preferred Stock, 1,000,000 shares owned beneficially through his right to exercise a stock option, and 10,500,000 shares owned beneficially through Mr. Marcus’ right to exercise warrants, in accordance with Rule 13d-3(d)(1) under the Securities Exchange Act of 1934, as amended.

 

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  (b) Power to Vote and Dispose of Issuer Shares: Mr. Marcus holds sole power to vote and dispose of the shares beneficially owned by him.

 

  (c) Transactions Effected During the Past 60 days: None.

 

  (d) Right of Others to Receive Dividends of Proceeds of Sale: Not Applicable.

 

  (e) Date Ceased to be Beneficial Owner of More Than Five Percent: Not Applicable.

Item 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER

The Reporting Person is not party to any contracts, arrangements, understandings or relationships (legal or otherwise) with respect to any securities of Issuer, including but not limited to transfer or voting of any of the securities, finder’s fees, joint ventures, loan or option arrangements, puts or calls, guarantees of profits, division of profits or loss, or the giving or withholding of proxies.

Item 7. MATERIAL TO BE FILED AS EXHIBITS

None.

SIGNATURE

After reasonable inquiry and to the best of my knowledge and belief, the undersigned certifies that the information set forth in this statement is true, complete and correct.

 

December 2, 2011
Date

 

/s/ Clark A. Marcus

Signature
Clark A. Marcus, Chairman and Chief Executive Officer
Name/Title

 

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