FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON December 17, 2001.
Registration No. 333-73942 ______
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U.S. SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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AMENDMENT 1
FORM S-3/A
REGISTRATION STATEMENT UNDER THE SECURITIES ACT OF 1933
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CYBERCARE, INC.
(Exact name of registrant as specified in its charter)
Florida 65-158479
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
CyberCare, Inc.
2500 Quantum Lakes Drive, Suite 1000
Boynton Beach, Florida 33426
(561) 742-5000
(Name, address, including zip code, and telephone number,
including area code, of registrant's principal executive offices)
Steven M. Cohen
Chief Financial Officer
CYBERCARE, INC.
2500 Quantum Lakes Drive, Suite 1000
Boynton Beach, Florida 33426
(561) 742-5000
(Name, address, including zip code, and telephone number, including
area code, of registrant"s principal executive offices)
Copies to:
Joel D. Mayersohn, Esq.
Atlas Pearlman, P.A.
350 East Las Olas Boulevard, Suite 1700
Fort Lauderdale, Florida 33301
(954) 763-1200
Approximate date of commencement of proposed sale to public: From time to
time after this Registration Statement becomes effective.
If the only securities being registered on this Form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this Form are to be offered
on a delayed or continuous basis pursuant to Rule 415 under the Securities Act
of 1933 (the "Securities Act"), other than securities offered only in connection
with dividend or interest reinvestment plans, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, please check the following box
and list the Securities Act registration statement number of the earlier
effective registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
Item 16. Exhibits and Consolidated Financial Statement Schedules.
Exhibit No. Description
4.1 Form of Subordinated Debenture (1)
5 Opinion of Atlas Pearlman, P.A. (1)
10.1 Form of Private Equity Line Agreement*
10.2 Letter of Agreement between Business Management Partners, Inc.
and CyberCare, Inc. dated August 15, 2001*
10.3 Settlement Agreement by and among CyberCare Technologies,
Inc., CyberCare, Inc., CardioCommand, Inc., and Maynard Ramsey
III dated November 13, 2001.*
10.4 Letter Agreement between Raymond James & Associates, Inc.,
CyberCare, Inc. and CyberCare Technologies, Inc. dated October
12, 2001*
10.5 Letter of Agreement between Syzex Corporation and CyberCare
Technologies, Inc. dated September 25, 2001.*
10.6 Letter Agreement between Thomas, Kayden, Horstemeyer and
Risley, L.L.P. and CyberCare, Inc. dated September 11, 2001.*
10.7 Assignment Agreement between Jeff Spetalnick and CyberCare,
Inc. dated April 28. 2001*
10.8 Assignment Agreement between Integrated Management Group, Inc.
and CyberCare, Inc. dated August 9, 2000.*
10.9 Assignment Agreement between Joongeun Park and CyberCare,Inc.
dated May 15, 2001.*
10.10 Letter agreement between Tri Cap Securities Inc, Anthony Chung
and CyberCare, Inc. dated September 21, 2001*
23.1 Consent of Independent Certified Public Accountants(1)
23.2 Consent of Atlas Pearlman, P.A. (contained in Exhibit 5)(1)
24 Power of Attorney. Reference is made to signature page.
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* Filed herewith
(1) Previously filed
Pursuant to the requirements of the Securities Act of 1933, as amended, we
certify that we have reasonable grounds to believe that we meet all of the
requirements for filing on Form S-3 and have duly caused this Registration
Statement to be signed on our behalf by the undersigned, thereunto duly
authorized, in the City of Boynton Beach and the State of Florida, on the 17th
day of December, 2001.
CYBERCARE, INC.
By: /s/ STEVEN M. COHEN
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Steven M. Cohen
Chief Financial Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints Joseph Forte as his attorney-in-fact,
with the power of substitution, for him or her in any and all capacities, to
sign any amendment or post-effective amendment to this Registration Statement on
Form S-3 or abbreviated registration statement (including, without limitation,
any additional registration filed pursuant to Rule 462 under the Securities Act
of 1933) with respect hereto and to file the same, with exhibits thereto and
other documents in connection therewith, with the Securities and Exchange
Commission, hereby ratifying and confirming all that said attorney-in-fact, or
his or her substitute or substitutes, may do or cause to be done by virtue
hereof.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated.
SIGNATURE TITLE DATE
Chief Executive, Director
/s/ MICHAEL F. MORRELL and Chairman of the Board December 17, 2001
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Michael F. Morrell
President, Chief Operating
/s/ JOSEPH FORTE Officer and Senior Vice President December 17, 2001
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Joseph Forte
Executive Vice President
/s/ DANA J. PUSATERI and Director December 17, 2001
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Dana J. Pusateri
/s/ STEVEN M. COHEN Chief Financial Officer December 17, 2001
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Steven M. Cohen
/s/ THEODORE J. ORLANDO Director December 17, 2001
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Theodore J. Orlando
/s/ TERRY LAZAR Director December 17, 2001
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Terry Lazar
/s/ ALAN ADELSON Director December 17, 2001
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Alan Adelson
/s/ PETER MURPHY Director December 17, 2001
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Peter Murphy
/s/ ZACHARIAH P. ZACHARIAH Director December 17, 2001
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Zachariah P. Zachariah