<PAGE>
--------------------------------------------------------------------------------
--------------------------------------------------------------------------------

                       SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549

                                   FORM 10-K

(MARK ONE)

    X    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(D) OF
       THE SECURITIES EXCHANGE ACT OF 1934

                    FOR THE FISCAL YEAR ENDED DECEMBER 31, 1999

         TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE
       SECURITIES EXCHANGE ACT OF 1934

            FOR THE TRANSITION PERIOD FROM ____________ TO ____________

                          COMMISSION FILE NUMBER 00-20871

                                 SELFCARE, INC.

             (Exact Name of Registrant as Specified in Its Charter)

<TABLE>
<S>                                              <C>
                   DELAWARE                                        04-3164127
        (State or other jurisdiction of               (I.R.S. Employer Identification No.)
        incorporation or organization)
  200 PROSPECT STREET, WALTHAM, MASSACHUSETTS                         02453
   (Address of principal executive offices)                        (Zip Code)
</TABLE>

                                 (781) 647-3900
              (Registrant's telephone number, including area code)

    Securities registered pursuant to Section 12(b) of the Act:

<TABLE>
<S>                                              <C>
                                                              NAME OF EACH EXCHANGE
              TITLE OF EACH CLASS                              ON WHICH REGISTERED
             Common Stock, $0.001                            American Stock Exchange
              per share par value
</TABLE>

    Securities registered pursuant to Section 12(g) of the Act:

                                  ___________
                                 Title of Class

    Indicate by check mark whether the registrant (1) has filed all reports
required to be filed by Section 13 or 15(d) of the Securities Exchange Act of
1934 during the preceding 12 months (or for such shorter period that the
registrant was required to file such reports), and (2) has been subject to such
filing requirements for the past 90 days. Yes /X/ No / /

    Indicate by check mark if disclosure of delinquent filers pursuant to Item
405 of Regulation S-K is not contained herein, and will not be contained, to the
best of registrant's knowledge, in definitive proxy or information statements
incorporated by reference in Part III of this Form 10-K or any amendment to this
Form 10-K. / /

    The aggregate market value of the voting stock held by non-affiliates
(persons other than directors, executive officers, and related family entities)
of the registrant based on the closing price of the registrant's stock on the
American Stock Exchange on February 1, 2000 was $105,478,541.

    As of March 10, 2000, the Registrant had 20,615,207 shares of common stock,
par value $0.001 per share, outstanding.

                      DOCUMENTS INCORPORATED BY REFERENCE

    Portions of the Company's 1999 Annual Report to Shareholders which is filed
with the Securities and Exchange Commission as an exhibit hereto and the
definitive Proxy Statement to be filed with the Securities and Exchange
Commission on or prior to April 30, 2000 are incorporated by reference into
Parts II and III of this Form 10-K.

--------------------------------------------------------------------------------
--------------------------------------------------------------------------------
<PAGE>
                                     PART I

    THIS REPORT ON FORM 10-K CONTAINS FORWARD-LOOKING STATEMENTS WITHIN THE
MEANING OF SECTION 27A OF THE SECURITIES ACT OF 1933 AND SECTION 21E OF THE
SECURITIES ACT OF 1934. ACTUAL RESULTS OF SELFCARE, INC. AND ITS SUBSIDIARIES
(THE COMPANY OR SELFCARE) COULD MATERIALLY DIFFER FROM THOSE SET FORTH IN THE
FORWARD-LOOKING STATEMENTS. CERTAIN FACTORS THAT MAY CAUSE SUCH A DIFFERENCE
INCLUDE, WITHOUT LIMITATION, CHANGES IN PRODUCT DEMAND AND MARKET ACCEPTANCE,
CHANGING ECONOMIC CONDITIONS, RISKS IN PRODUCT AND TECHNOLOGY DEVELOPMENT,
REGULATORY APPROVALS, SIGNIFICANT LITIGATION, THE EFFECT OF THE COMPANY'S
ACCOUNTING POLICIES AND OTHER RISK FACTORS DISCUSSED IN SECTION ENTITLED
"CERTAIN FACTORS AFFECTING FUTURE RESULTS" IN THE COMPANY'S 1999 ANNUAL REPORT
TO SHAREHOLDERS, PORTIONS OF WHICH ARE FILED HEREWITH (EXHIBIT 13.1), AND IN THE
COMPANY'S FILINGS WITH THE SECURITIES AND EXCHANGE COMMISSION.

ITEM 1. BUSINESS.

THE COMPANY

    Selfcare, Inc., a Delaware corporation, and its subsidiaries are engaged in
the development, manufacturing and marketing of self-test diagnostic products
for the diabetes, women's health and, to a lesser extent, infectious disease
markets. The Company also markets nutritional supplement products, several of
which are targeted primarily at the women's health market. The Company's
existing and planned products are targeted at the two largest existing self-care
diagnostics markets, diabetes management and women's health, in the United
States and Europe.

    The Company's history began when it was incorporated in Delaware on
August 25, 1992 and acquired its predecessor company, Superior Sensors, Inc., by
merger on September 15, 1992. In 1995, the Company acquired an equity interest
in Inverness Medical Limited (Inverness), which was formed in 1994 in Scotland,
of which it has since purchased the remaining equity interest. Through their
alliance with LifeScan, Inc. (LifeScan), a subsidiary of Johnson & Johnson, the
Company and Inverness launched their first diabetes management product
FastTake(R), an electrochemical biosensor-based blood glucose monitoring system,
in early 1998. Further, the Company's wholly owned subsidiary, Inverness
Medical, Inc. (IMI), was formed in 1997 for the sole purpose of purchasing and
selling certain acquired consumer products. Since 1997, the Company has grown
substantially through focused marketing, new product development and
organizational growth and its net sales have increased from $50.9 million in
1997 to $125.1 million in 1999.

BUSINESS DEVELOPMENTS IN 1999

    During 1999, Inverness, through which the Company manufactures all of its
electrochemical blood glucose strips, completed construction on a major
expansion of its manufacturing and research and development facilities in
Inverness, Scotland. The expansion doubled the plant's size to 103,500 square
feet and increased manufacturing capacity. The construction was financed by
Highlands and Islands Enterprise, a development agency funded by the government
of the United Kingdom.

    On January 8, 1999, the Company sold in a private placement 57,842 shares of
Series C convertible preferred stock, 3,030 shares of Series D convertible
preferred stock, and 13,169 shares of Series E convertible preferred stock to
private investors. The Company raised an aggregate of $7,404,100 in the sale of
these Series C, D and E convertible preferred stock. See Note 18(e) of the
"Notes to Consolidated Financial Statements" included in the Company's 1999
Annual Report to Shareholders (portions of which are filed herewith as Exhibit
13.1).

    On January 11, 1999, the Company and the holders of its remaining senior
subordinated convertible notes and warrants (the Convertible Notes and
Convertible Note Warrants, respectively), which were originally issued for gross
proceeds of $10,000,000 in October 1997, agreed to amend the terms of the

                                       1
<PAGE>
Convertible Notes by changing the maturity date and conversion terms, as well as
canceling the Convertible Note Warrants. Pursuant to the amended terms, the
Company made an immediate payment of $859,049 representing $780,954 of face
value of the Convertible Notes plus a 10% premium. The remaining Convertible
Notes were amended and replaced with amended notes (the New Convertible Notes).
The face value of the New Convertible Notes was equal to the face value of the
canceled Convertible Notes plus a 15% premium. The New Convertible Notes matured
on July 12, 1999, bore interest at 8% and provided for a fixed conversion price
of $2. All of the New Convertible Notes have been converted into shares of the
Company's common stock. See Note 16 of the "Notes to Consolidated Financial
Statements" included in the Company's 1999 Annual Report to Shareholders
(portions of which are filed herewith as Exhibit 13.1).

    On January 22, 1999 (Amendment Date), the Company and its remaining
Series B preferred stockholders agreed to amend the terms of the Series B
redeemable preferred stock (Series B Preferred Stock), which were sold for gross
proceeds of $8,000,000 in August 1997. Under the amended terms, the Company
increased, by a one-time 15% premium, the face value of the Series B Preferred
Stock on the Amendment Date. The new conversion ratio for the amended Series B
Preferred Stock is the aggregate stated value ($1,000 per share), plus any
accrued but unpaid premium through the date of such conversion, divided by (i)
$2 (the amended Fixed Conversion Price) for shares converted prior to July 20,
1999 and (ii) in the case of conversions after July 20, 1999, a conversion price
equal to the lower of $2 or the Variable Conversion Price (defined as the
average of the five lowest closing bid prices of the common stock during the 30
trading days preceding such conversion) then in effect. Effective January 13,
2000, the Company fixed the conversion price at $2, as the closing bid price per
share had been $3.25 or higher for ten consecutive trading days, as permitted by
the amended terms. All remaining Series B Preferred Stock was converted into
shares of the Company's common stock by early March 2000. See Note 18(d) of the
"Notes to Consolidated Financial Statements" included in the Company's 1999
Annual Report to Shareholders (portions of which are filed herewith as Exhibit
13.1).

    On February 8, 1999, the Company reached a settlement of their dispute with
Enviromed plc (Enviromed). The settlement included scheduled loan repayments
from Enviromed to the Company totaling (pound)437,000 (approximately $728,000)
during 1999 and future payments from Enviromed to the Company of up to
(pound)500,000 (approximately $810,000) based upon purchases made by the Company
from an Enviromed subsidiary in excess of certain minimums.

    On June 7, 1999, the Company entered into amendments of its product
development and distribution agreements (the Amended Agreements) with LifeScan.
The Amended Agreements set forth the terms and conditions under which the
Company will sell to LifeScan blood glucose monitoring products, including
prices, minimum quantities, exclusivity and other related matters. A full copy
of the Amended Agreements was filed with the SEC as an exhibit to the Company's
Quarterly Report on Form 10-Q for the second quarter of 1999.

    Upon the execution of the Amended Agreements, LifeScan provided the Company
with an initial loan of (pound)6,250,000 (approximately $9,900,000) to fund
anticipated increased production levels. LifeScan has also committed to make
additional loans of up to (pound)8,125,000 (approximately $13,000,000) to the
Company upon the accomplishment of certain milestones relating to the new
products the Company is to develop for LifeScan. Additionally, LifeScan has
agreed to provide credit enhancements, related to anticipated production levels,
for further borrowings of up to $10,000,000 by the Company from a commercial
bank to fund additional manufacturing capacity for the products covered by the
Amended Agreements. See "Management's Discussion and Analysis of Financial
Condition and Results of Operations" and Note 15 of the "Notes to Consolidated
Financial Statements", both of which are included in the Company's 1999 Annual
Report to Shareholders (portions of which are filed herewith as Exhibit 13.1).

                                       2
<PAGE>
SEGMENTS OF BUSINESS; GEOGRAPHIC AREA

    The Company's business is divided into four reportable operating segments:
Diabetes; Women's Health; Clinical Diagnostics; and Other. The Company further
categorizes its sales by major geographic areas of the world. Below are
descriptions of each segment of the Company. Additional information required by
this item is included in Note 21 of "Notes to Consolidated Financial
Statements", which are included in the Company's 1999 Annual Report to
Shareholders (portions of which are filed herewith as Exhibit 13.1).

DIABETES MANAGEMENT

    Diabetes management is the largest self-test market for medical diagnostic
products in the world. Over the past twenty years numerous studies have shown
that careful management of blood glucose levels often significantly improves the
health of diabetes patients. Therefore, essential to diabetes management is
accurate measurement of glucose level in the blood stream at regular intervals
during the day. The blood glucose self-test market has grown around the need to
serve diabetes patients with a convenient, fast and accurate means to monitor
blood sugar. The products that serve this market include test systems consisting
of handheld meters and disposable electrode test strips, syringes, lancets and
other disposable items. These products are typically distributed over the
counter at retail drug stores for the self-test market and through distributors
to institutions and managed care organizations.

    SYSTEMS.  The Company's principal product in the diabetes management
self-test market is an electrochemical biosensor-based blood glucose monitoring
system. LifeScan is the exclusive worldwide distributor of this system and
markets it under the names FastTake, EuroFlash(TM), and PocketScan(TM). The
system consists of a meter and a disposable test strip and incorporates a large,
easy-to-read display to assist visually impaired users. To operate FastTake, the
strip is inserted into the meter, which automatically activates in a standby
mode. The user then places a small blood sample obtained by a finger prick on
the end of the test strip, which senses the size of the necessary sample and
automatically runs the test when the necessary amount of blood is available,
providing results in 15 seconds. Inverness developed the electrochemical
technology for the FastTake test strips and manufactures the test strips at its
facilities in Scotland. A contract manufacturer produces the meters to the
Company's specifications in the United States.

    ALTERNATIVE TEST STRIPS.  The Company also produces and sells alternative
glucose test strips that are designed to be used in certain meters of other
system manufacturers. The Company is distributing these alternative strips in
Europe through distribution channels established by Selfcare International GmbH
(Selfcare International), the Company's German subsidiary, and in the United
States through Can-Am Care Corporation (Can-Am), a division of the Company's
subsidiary, Inverness Medical, Inc. (IMI).

    CAN-AM.  Can-Am is the leading supplier of diabetes self-management supplies
sold under store brand labels in the United States. Can-Am distributes a
comprehensive line of diabetes care products, including glucose test strips,
lancets, glucose tablets, syringes and specialty skin creams. Can-Am has no
significant sales outside of North America. Most products are sold under the
private store brand labels of large retail drug chains.

WOMEN'S HEALTH

    Women's health is the second largest self-test market for medical diagnostic
products in the United States. In the women's health market, the Company
manufactures and markets home pregnancy detection and ovulation prediction tests
under its IMI label and various private labels. The Company also markets
nutritional supplement products, most of which are targeted primarily at the
women's health market.

    PREGNANCY PREDICTION PRODUCTS.  The pregnancy self-test kits are marketed in
both stick and cassette versions. The stick version has an exposed wick which
absorbs urine when placed in the urine stream while the cassette version
requires the user to first collect a urine sample in a cup and then utilize an
enclosed

                                       3
<PAGE>
dropper to place the urine sample in the test well. Both versions employ
identical technology enabling the display of visual results in approximately
three minutes. The majority of pregnancy test kits sold by the Company are
manufactured by the Company's subsidiary, Cambridge Diagnostics Ireland, Ltd.
(Cambridge Diagnostics), in Galway, Ireland and a small quantity is manufactured
by a third party contractor. These test kits are generally sold over the counter
by drug stores and are used by women to test for pregnancy in their own home as
an aid to family planning. The Company believes it is one of the largest
suppliers, measured in total units sold, of pregnancy detection self-test kits
in the United States.

    OVULATION PREDICTION PRODUCTS.  The Company's ovulation prediction test kit,
marketed as the Early Ovulation Predictor under the IMI and Selfcare brand names
and under private label by various drug store chains and mass merchandisers, is
used by women to test for ovulation in their own home as an aid to family
planning and provides 24 to 48 hour notice of when ovulation is likely to occur.
The early ovulation predictor has an easy-to-use and easily read self-test
cassette that is used by applying a urine sample to the sample well with a
supplied dropper. Clinically accurate results are available in approximately
three minutes. The ovulation prediction test kits are manufactured by Cambridge
Diagnostics in its Galway facilities and a small quantity is manufactured by a
third party contractor. The Company believes it is one of the largest suppliers,
measured in total units sold, of ovulation prediction self-test kits in the
United States.

    NUTRITIONAL SUPPLEMENTS.  The Company acquired the U.S. rights to a line of
nutritional supplements from American Home Products Corporation in 1997 (the
Nutritional Supplements). These products are marketed by IMI to large drug store
chains and mass market retailers. Included in this product line are
Stresstabs(R) (a B-complex vitamin with folic acid), Stresstabs(R) plus iron,
Ferro-Sequels(R) (an iron supplement) and Posture(R) (a calcium supplement),
which are targeted primarily at the women's health market. Since the Nutritional
Supplements acquisition, the Company has strengthened this line by adding
various products, for example, SoyCare(TM) for Menopause, SoyCare(TM) for Bone
Health, Protegra(R) Cardio and Stresstabs(R) PMS. Many of the ingredients are
formulated at levels at or similar to those documented in scientific studies to
optimize health and nutritional benefits.

CLINICAL DIAGNOSTICS

    Orgenics, Ltd. (Orgenics), a wholly owned subsidiary of the Company and an
Israeli limited company, develops, manufactures, and markets self-contained test
kits for the professional market which detect antibodies and infectious agents,
including those associated with AIDS and chlamydia. Orgenics manufactures
professional diagnostic test products based on several proprietary technological
systems including genetic assays, immunoassays, rapid tests and confirmatory
tests using multiple antigens. These tests, or adaptations of them, are
applicable to detecting a wide variety of infectious diseases and agents,
including HIV-1 and HIV-2, hepatitis and chlamydia. Orgenics' products are
designed to enable small-to-medium-sized laboratories to analyze low volumes of
tests economically. Orgenics markets a product called DoubleCheck(TM), a single
sample, compact diagnostic device which, in its first commercialized
application, detects HIV in saliva and blood serum samples in less than ten
minutes, making it suitable for use in physicians' offices and other patient
point-of-care sites. Orgenics' sales offices in Israel, France, Brazil and
Colombia market and distribute its products to professional institutions and
other companies in more than 20 countries, principally in Europe, Latin America,
Africa and Asia.

OTHER

    The Company does not conduct any sales activities through its corporate
office in the United States. Revenues and expenses generated by the Company's
corporate office are generally not specifically allocable to the Company's other
reporting segments, diabetes, women's health and clinical diagnostics.

                                       4
<PAGE>
MARKETING AND SALES

UNITED STATES

    DIABETES MANAGEMENT PRODUCTS.  All blood glucose measurement systems
manufactured by the Company are marketed through the Company's exclusive
distribution agreement with LifeScan. Can-Am distributes its diabetes care
supplies, including alternative test strips, in the United States under its own
brand and to private label retailers such as Wal-Mart, Rite Aid and Walgreens.

    WOMEN'S HEALTH PRODUCTS.  The Company markets and distributes its women's
health products, including nutritional supplements, primarily through
independent retail brokers and distributors. The Company markets its
over-the-counter pregnancy and ovulation self-test kits under the IMI label and
a variety of private labels. The Company's sales efforts are currently focused
on large drug, food and mass merchandising retail chains, wholesalers who
service smaller accounts, and internet retailers. The Company currently
contracts with broker agencies geographically distributed across the United
States that represent the Company for these accounts.

INTERNATIONAL

    The Company markets and sells its products in several international markets.
In 1999, approximately 17% of the Company's net revenues were to customers in
Europe and 5% of the Company's net sales were to customers in regions other than
North America and Europe.

    DIABETES MANAGEMENT PRODUCTS.  LifeScan commenced distribution of the
FastTake blood glucose monitoring system in Europe in 1999. The Company also
sells in Europe alternative glucose test strips which are designed to be used in
the meters of other leading manufacturers.

    WOMEN'S HEALTH PRODUCTS.  Selfcare International markets over-the-counter
women's health self-test kits in Europe through sales offices in Germany and
Belgium.

    CLINICAL DIAGNOSTIC PRODUCTS.  Orgenics markets self-contained test kits for
the professional market, which detect antibodies and/or infectious agents,
including those associated with AIDS and chlamydia. Orgenics' sales offices in
Israel, France, Brazil and Colombia market and distribute its products to
professional institutions and other companies in more than 20 countries,
principally in Europe, Latin America, Africa and Asia.

MANUFACTURING

    The Company has manufacturing facilities in Inverness, Scotland; Galway,
Ireland; and Yavne, Israel.

    The Company manufactures exclusively at the Inverness facility in Scotland
the disposable test strips for use with its blood glucose monitoring systems and
certain other competitors' blood glucose monitoring systems. This facility
serves as both manufacturing plant for strip production and research and
development center for electrochemistry technology. Inverness employs 430
full-time employees at its facility, of which 374 are involved in manufacturing.
With the space provided by the completion of a major addition to its facilities
in 1999, the plant has the physical capacity to meet the anticipated production
requirements of the next three years. Can-Am purchases its products from various
manufacturers, including Inverness, and has a supply agreement with A.M.G.
Medical, Inc. in Canada for monolet lancets.

    The Company currently manufactures pregnancy self-test products at its
facility in Galway, Ireland, which are then packaged by an independent third
party fulfillment house in the United States. The Company believes that there
are multiple qualified sources for its existing women's health products and for
the materials and components used in the manufacture of its existing products
and, therefore, does not consider it necessary to maintain protected supply
arrangements with any supplier.

                                       5
<PAGE>
    The production facilities of Orgenics are located in Yavne, Israel. Orgenics
manufactures professional diagnostic test products based on several proprietary
technological systems including genetic assays, immunoassays, rapid tests and
confirmatory tests using multiple antigens. These tests, or adaptations of them,
are applicable to detecting a wide variety of infectious diseases and agents,
including HIV-1 and HIV-2, hepatitis and chlamydia.

    The Company contracts with third-party manufacturers to produce the
Nutritional Supplements and third-party fulfillment houses to warehouse and ship
the Nutritional Supplements to the Company's customers.

    The Company has a manufacturing agreement with a third party electronics
assembler to supply electrochemical blood glucose meters of the Company's
design. These meters, together with the Company's test strips, form the FastTake
blood glucose monitoring system. During 2000, the Company expects to transfer
production of meters to a new contractor located in the Far East. Under terms of
the agreement with the existing supplier, the Company will be required to pay
cancellation fees to that supplier. The Company expects that such fees will be
less than the savings achieved from the transfer of production to the new
supplier.

    If the Company should encounter delays or other difficulties in the supply
of any of these products from third parties, these interruptions could have a
material adverse effect on the Company's operations and result in significant
quarter-to-quarter fluctuations. In addition, contract manufacturers that the
Company uses or may use to supply its products in many instances must adhere to
the U.S. Food and Drug Administration's (FDA) Good Manufacturing Practices
(GMPs) regulations which regulate the manufacturing process. Failure to do so
could result in the withdrawal of FDA approval of such manufacturers and
consequent interruptions in the supply of products to the Company.

RESEARCH AND DEVELOPMENT

    The Company is focusing its research and development efforts primarily on
the development of its diabetes products, including its electrochemical blood
glucose monitoring system, alternative test strips and non-invasive and
continuous blood glucose measurement technologies. In addition, the Company
devotes a relatively lesser degree of resources to the development of new
products and enhanced features for its lines of women's health and clinical
diagnostic products. Most development activities are carried out by the
Company's research and development departments, which include personnel in
Inverness, Scotland, Waltham, Massachusetts, Galway, Ireland, and Yavne, Israel.
The majority of research personnel are located at Inverness in Scotland, which
employs 41 full-time researchers, including 16 Ph.D.'s. In addition, the Company
employs third party development contractors to supplement the effort and skills
of its own staff.

    From time to time, the Company engages in co-development projects with third
parties with respect to new diagnostic products the Company may want to market
in the future. The Company may provide financial development assistance to such
parties and may also utilize its own research and development resources to
design certain portions of such products.

    Total research and development expenses for the years ended December 31,
1999, 1998 and 1997 were $6.9 million, $7.4 million and $15.6 million,
respectively. The Company expects that it will spend a significant and
increasing amount on research and development efforts during the year 2000.

PATENTS AND PROPRIETARY TECHNOLOGY; TRADEMARKS

SELF-TEST PRODUCTS

    The medical products industry, including the diagnostic testing industry,
places considerable importance on obtaining patent and trade secret protection
for new technologies, products and processes. The

                                       6
<PAGE>
Company's success will depend, in part, on its ability to obtain patent
protection for its products and manufacturing processes, to preserve its trade
secrets and to operate without infringing the proprietary rights of third
parties.

    The Company holds certain patent rights, has certain patent applications
pending and expects to seek additional patents in the future. However, there can
be no assurance as to its success or timeliness in obtaining any such patents or
as to the breadth or degree of protection that any such patents will afford the
Company. The patent position of medical products and diagnostic testing firms is
often highly uncertain and usually involves complex legal and factual questions.
There is a substantial backlog of patents at the U.S. Patent and Trademark
Office. No consistent policy has emerged regarding the breadth of claims covered
in medical product patents. Accordingly, there can be no assurance that patent
applications relating to the Company's products or technology will result in
patents being issued; that, if issued, such patents will afford adequate
protection to the Company's products; or, if patents are issued to the Company,
that its competitors will not be able to design around such patents. In
addition, the medical products industry, including the diagnostic testing
industry, has been characterized by extensive litigation regarding patents,
licenses and other intellectual property rights. The Company could and has
incurred substantial costs in defending itself against patent infringement
claims and in asserting such claims against others (see "Item 3. Legal
Proceedings"). Under the distribution agreement entered into with LifeScan,
Selfcare has agreed to indemnify LifeScan for any claims that FastTake infringes
any patents. If the outcome of any such litigation is adverse to the Company,
the Company's business could be materially adversely affected.

    To determine the priority of inventions, the Company may also have to
participate in interference proceedings declared by the U.S. Patent and
Trademark Office, which could also result in substantial costs to the Company.
See "Item 3. Legal Proceedings".

    In addition, the Company is sometimes required to obtain licenses to patents
or other proprietary rights of third parties to market its products. No
assurance can be given that licenses required under any such patents or
proprietary rights would be made available on terms acceptable to the Company,
if at all. If the Company does not obtain such licenses, it can encounter delays
in product market introductions while it attempts to design around such patents
or other rights, or be unable to develop, manufacture or sell such products in
certain countries, or at all.

    The Company has a number of patents and patent applications covering
relevant portions of its electrochemical technology that is important to its
diabetes business.

    The Company also seeks to protect its proprietary technology, including
technology that may not be patented or patentable, in part through
confidentiality agreements and, if applicable, inventors' rights agreements with
its collaborators, advisors, employees and consultants. There can be no
assurance that these agreements will not be breached, that the Company will have
adequate remedies for any breach or that the Company's trade secrets will not
otherwise be disclosed to, or discovered by, competitors. Moreover, the Company
may from time to time conduct research through academic advisors and
collaborators who are prohibited by their academic institutions from entering
into confidentiality or inventors' rights agreements.

NUTRITIONAL SUPPLEMENTS

    In connection with the acquisition of the Nutritional Supplements, the
Company acquired certain trademarks which, the Company believes, are valuable
assets and are important to the marketing of the Nutritional Supplements.
Substantially all of these trademarks have been registered with the U.S. Patent
and Trademark Office. There can be no assurance, however, that such
registrations will afford adequate protection to the Company and not be
challenged as unenforceable or invalid, or not be infringed. In addition, the
Company could incur substantial costs in defending suits brought against it or
in prosecuting suits, in which the Company asserted rights under such
registrations. If the outcome of such litigation were

                                       7
<PAGE>
adverse to the Company, the Company's business and results of operations could
be materially adversely affected.

GOVERNMENT REGULATION

SELF-TEST PRODUCTS

    The Company's research, development and clinical programs, as well as its
manufacturing and marketing operations, are subject to extensive regulation by
numerous governmental authorities in the United States and other countries. Most
of the Company's self-test products, including those licensed by the Company
from third parties, require governmental approvals for commercialization. New
products may require pre-clinical and clinical trials. Manufacturing and
marketing of many of the Company's products are subject to the rigorous testing
and approval process of the FDA and corresponding foreign regulatory
authorities. The regulatory process, which includes pre-clinical and clinical
testing of many of the Company's products to establish their safety and
effectiveness, can take many years and require the expenditure of substantial
financial and other resources. Data obtained from pre-clinical and clinical
activities are susceptible to varying interpretations that could delay, limit or
prevent regulatory approval. In addition, delays or rejection may be encountered
based upon changes in, or additions to, regulatory policies for device marketing
authorization during the period of product development and regulatory review.
Delays in obtaining such approvals could adversely affect the marketing of
products developed by the Company and the Company's ability to generate
commercial product revenues.

    In addition, the Company is required to meet regulatory requirements in
countries outside the United States, which can change rapidly with relatively
short notice, resulting in the Company's products being banned in certain
countries with consequent loss of revenues and income. Foreign regulatory
agencies can also introduce test format changes which, if not quickly addressed
by the Company, can result in restrictions on sales of the Company's products.
Such changes are not uncommon due to advances in basic research and the nature
of certain infectious diseases and agents such as HIV, which is a mutating virus
capable of producing new strains and subtypes. Although it did not cause a
material adverse effect on the Company's sales and income, certain of the
Company's infectious disease diagnostic products were banned or temporarily
banned in France in 1993 and 1999 due to changes in regulatory requirements. As
such, there can be no assurance that there will not be similar actions in the
future.

NUTRITIONAL SUPPLEMENTS

    The manufacturing, processing, formulation, packaging, labeling and
advertising of Nutritional Supplements are subject to regulation by one or more
federal agencies, including the FDA, the Federal Trade Commission (FTC) and the
Consumer Product Safety Commission. These activities are also regulated by
various agencies of the states, localities and foreign countries in which
Nutritional Supplements are now sold or may be sold in the future. In
particular, the FDA regulates the safety, manufacturing, labeling and
distribution of dietary supplements, including vitamins, minerals and herbs, as
well as food additives, over-the-counter (OTC) and prescription drugs and
cosmetics. The GMPs promulgated by the FDA are different for food and drug
products. In addition, the FTC has overlapping jurisdiction with the FDA to
regulate the promotion and advertising of dietary supplements, OTC drugs,
cosmetics and foods.

    The Dietary Supplement Health and Education Act of 1994 (DSHEA), which
amends the Food, Drug and Cosmetic Act by defining dietary supplements as a new
category of food separate from conventional food, was enacted on October 25,
1994. The FDA has finalized certain regulations to implement DSHEA, including
those relating to nutritional labeling requirements, but has not finalized other
regulations. The finalized regulations require different labeling for the
Nutritional Supplements and, with respect to nutritional supplement products
under development by the Company, impose new notification procedures and
scientific substantiation requirements regarding ingredients, product claims and
safety. The Company cannot determine what effect these regulations will have on
its business in the future. Failure to comply

                                       8
<PAGE>
with applicable FDA requirements could result in sanctions being imposed on the
Company or the manufacturers of its products, including warning letters, product
recalls and seizures, injunctions or criminal prosecution. With respect to
regulations that have not been finalized, the Company anticipates that the FDA
will promulgate specific GMPs to regulate dietary supplements which are modeled
on the current GMPs for food. The Company believes that the manufacture of the
Nutritional Supplements is currently in compliance with the proposed GMPs for
dietary supplements. No assurance can be given that the final GMPs for dietary
supplements will not change in ways that require changes in the manufacture of
the Nutritional Supplements.

THIRD-PARTY REIMBURSEMENT

    In both the United States and elsewhere, sales of some of the Company's
products may be dependent in part on the availability of reimbursement from
third-party payors, such as government and private insurance plans. Third-party
payors are increasingly challenging the prices charged for medical products and
services. If the Company succeeds in bringing one or more of such products to
the market, there can be no assurance that these products will be considered
cost-effective, that reimbursement will be available or, if available, that the
level of reimbursement will be sufficient to allow the Company to sell these
products on a profitable basis.

PRODUCT LIABILITY; LIMITED INSURANCE COVERAGE

    The testing, manufacturing and marketing of medical diagnostic devices, such
as the Company's blood glucose monitoring systems, entail an inherent risk of
product liability claims. In addition, the marketing of the Nutritional
Supplements may cause the Company to be subjected to various product liability
claims, including, among others, claims that the Nutritional Supplements have
inadequate warnings concerning side effects and interactions with other
substances. Potential product liability claims may exceed the amount of the
Company's insurance coverage or may be excluded from coverage under the terms of
the policy. There can be no assurance that the Company's existing insurance can
be renewed at a cost and level of coverage comparable to that presently in
effect, if at all. In the event that the Company is held liable for a claim,
against which it is not indemnified or for damages exceeding the limits of its
insurance coverage, such claim could have a material adverse effect on the
Company's business, financial condition and results of operations.

COMPETITION; RISK OF TECHNOLOGICAL OBSOLESCENCE

SELF-TEST PRODUCTS

    The medical products industry, including the diagnostic testing industry, is
rapidly evolving and developments are expected to continue at a rapid pace.
Competition in this industry is intense and expected to increase as new products
and technologies become available and new competitors enter the market. The
Company's competitors in the United States and abroad are numerous and include,
among others, diagnostic testing and medical products companies, universities
and other research institutions. The Company's success depends, in part, upon
developing and maintaining a competitive position in the development of products
and technologies in its area of focus. The Company's competitors may succeed in
developing technologies and products that are more effective than those that
have been or are being developed by the Company or that render the Company's
technologies or products obsolete or noncompetitive. The Company's competitors
may also succeed in obtaining patent protection or other intellectual property
rights that would prevent the Company from developing its potential products, or
in obtaining regulatory approval for the commercialization of their products
more rapidly or effectively than the Company. Finally, many of the Company's
existing or potential competitors have or may have substantially greater
research and development capabilities, clinical, manufacturing, regulatory and
marketing experience and financial and managerial resources than the Company.

                                       9
<PAGE>
    In the women's health market, the Company believes that it has developed a
significant market penetration with its private label and branded pregnancy and
ovulation tests. The Company believes that it can continue to compete
effectively in the women's health market based on its planned product line
expansions, supported by its research and development capabilities, its advanced
manufacturing expertise and its established distribution force.

    The Company markets alternative test strips that are compatible with other
manufacturers' electrochemical blood glucose monitoring systems. If the Company
succeeds in the alternative strip market, others may attempt to enter this
market with similar products. In addition, the introduction of lower-priced
alternative test strips could lead the manufacturers of the systems, with which
such test strips are compatible, to lower their own test strip prices, thereby
reducing or eliminating the price advantage.

    The Company is also aware of several of its competitors who are attempting
to develop a noninvasive blood glucose monitoring technology. Noninvasive blood
glucose monitoring involves methods for measuring blood glucose levels without
the need to draw blood and, in certain proposed configurations, without the need
to utilize disposable components, such as test strips. The Company and several
other manufacturers are pursuing a number of different technological approaches
to noninvasive blood glucose monitoring. These include near-infrared
spectroscopy, which involves shining a beam of near-infrared light to penetrate
the skin and determine the amount of glucose in the blood, and reverse
iontophoresis, which utilizes a "patch" system to extract glucose through the
skin for measurement by an external meter. In addition, several manufacturers
are pursuing minimally invasive approaches to blood glucose monitoring, such as
using a fine needle to withdraw a small sample of interstitial fluid which is
analyzed by use of mid-infrared spectroscopy. The development and successful
introduction of any such products by the Company's competitors could have a
material adverse effect on the Company's business, financial condition and
results of operations.

NUTRITIONAL SUPPLEMENTS

    The market for the sale of vitamins and nutritional supplements such as the
Nutritional Supplements is highly competitive. Competition is based principally
upon price, quality of products, customer service and marketing support. There
are numerous companies in the vitamin and nutritional supplement industry
selling products to retailers such as mass merchandisers, drug store chains,
independent drug stores, supermarkets and health food stores. A number of these
companies, particularly manufacturers of nationally advertised brand name
products, are substantially larger than the Company and have greater financial
resources. They could lower prices creating a price war, in which the Company
could only survive a short period of time before encountering adverse effects on
its business, financial conditions and results of operations.

ORGENICS INFECTIOUS DISEASE PRODUCTS

    The primary competitors of Orgenics' ImmunoComb line of products are
standard, enzyme-linked immunoabsorbent assay (ELISA) systems such as those
produced by Organon, Inc., Pasteur Sanofi Diagnostics, Abbott, Roche and other
diagnostic tests produced by Abbott and Ortho Diagnostic Systems, Inc. ELISA
tests are generally used by high-volume batch processors such as blood banks and
other centralized laboratories. In addition, there are other rapid testing
systems, generally for HIV, based upon immunoconcentration, which can provide
results in five to ten minutes. In contrast to ImmunoComb, an immunoassay-based
test which can be used to test simultaneously multiple samples for multiple
analytes, the immunoconcentration systems are single sample and mostly single
analyte systems. The Company believes that other characteristics of the
immunoconcentration systems are that: (i) the single sample presentation results
in production costs per test that are two to three times more expensive than
those of ImmunoComb, and (ii) the procedure for each immunoconcentration test
limits the number of tests that can be processed at one time resulting in less
flexibility in the number of samples that can be processed at

                                       10
<PAGE>
one time. The Company believes that Orgenics' DoubleCheck HIV test is
competitive with single analyte immunoconcentration tests in speed, but will
offer greater sensitivity at a lower cost.

EMPLOYEES

    As of December 31, 1999, the Company and its subsidiaries had a total of 704
full-time employees, of which 45 employees are located in the United States. In
addition, the Company utilizes the services of a number of consultants
specializing in research and development in the Company's targeted markets,
regulatory compliance, strategic planning, marketing and legal matters.

ITEM 2. DESCRIPTION OF PROPERTY.

    The Company's principal corporate administrative offices are housed in
10,000 square feet of leased space in Waltham, Massachusetts. The lease for this
facility expires on December 31, 2001 and monthly rent is $8,333. Six month
notification is required by either party for termination of the leasehold. The
Company also leases facilities in Brussels, Belgium for a marketing and sales
office and for warehousing, and in Munich, Germany for offices and warehouse
space. The lease for the Company's facility in Belgium covers 262 square feet of
space, provides for monthly rent of $670, expires on September 30, 2003 and is
terminable on six months notice every three years. The lease for the Company's
facility in Germany covers 1,247 square feet of space, provides for rent of
$6,200 per month through June 15, 2000 and $4,300 per month thereafter through
May 20, 2007. The Company believes that these facilities are adequate for its
operations in the foreseeable future.

    The Company owns manufacturing operations in Scotland, Ireland and Israel.
The Inverness, Scotland facility consists of 103,500 square feet and includes
areas for manufacturing, warehousing, research and development, and
administrative offices. The Company currently manufactures FastTake strips and
alternative blood glucose strips at the Inverness facility. The Inverness
facility lease expires in 2019, with an option to purchase at the higher of the
open market value of the premises or approximately $8,884,000. Annual rent of
the Inverness facility amounts to approximately $1,131,000. Cambridge
Diagnostics operates a 40,000 square foot facility located in Galway, Ireland,
half of which is owned by the Company and half of which is leased from a private
developer under a lease that expires in 2026. The Galway facility houses the
manufacturing, warehousing and research and development of pregnancy and
ovulation testing products. Aggregate annual mortgage and rent payments of the
Galway facility amount to approximately $232,000.

    The FDA regulates companies that manufacture commercial medical devices and
requires that such companies manufacture such devices in a properly designed
environment. Both the Inverness and Galway facilities are designed and
constructed to comply with the FDA's regulations and requirements necessary for
approvals and commercial sales within the United States. The Company, as
required by the FDA, has registered both of these facilities, ensuring that they
are in compliance prior to commercial sales in the United States. Each
registered facility is required to submit to an FDA inspection no less
frequently than every two years. The facility in Galway has maintained ISO 9002
certification since August 1996 and the Inverness facility has maintained ISO
9001 certification since May 1998.

    Orgenics houses its executive offices and development and manufacturing
operations in a leased facility of approximately 10,000 square feet in Yavne,
Israel. The lease for this facility expires in 2006 and carries rent of
approximately $25,000 per month. The facility includes a number of specialized
features and equipment, including environmentally controlled areas, customized
production equipment, and computerized systems for purchasing, inventory and
materials tracking. Orgenics also maintains small sales offices in Paris,
France, Sao Paulo, Brazil, and Bogota, Columbia. The lease for the Paris office
runs through 2006 and carries monthly rent of approximately $6,000, which is
linked to the French building cost index. The lease for the Sao Paulo office is
for one year with monthly rent of approximately $2,000 and an option for another
year. The lease for the Bogota office is for one year with monthly rent of
approximately $1,000

                                       11
<PAGE>
with a non-limited option to renew. The Company believes the existing facilities
are adequate for Orgenics' operations in the foreseeable future.

    The Company has insurance coverage for the properties and equipment that it
owns or houses.

ITEM 3. LEGAL PROCEEDINGS.

ABBOTT LABORATORIES AND ABBOTT LABORATORIES, LIMITED V. LIFESCAN CANADA LTD.,
  LIFESCAN, INC. AND SELFCARE, INC.

    On November 23, 1999, Abbott Laboratories and Abbott Laboratories, Limited
(Abbott) commenced a lawsuit against the Company, LifeScan Canada Ltd. (LifeScan
Canada) and LifeScan in the Canadian Federal Court, Trial Division, Court No.
T-2061-99. The Statement of Claim alleges that LifeScan Canada sells electrode
strips for use in the FastTake blood glucose monitoring system supplied by
Selfcare to LifeScan. It is also alleged that the sale of such electrode strips
in Canada infringes Canadian Patent No. 1,226,036 issued to Genetics
International, Inc., an alleged predecessor in title of Abbott. Abbott is
seeking an injunction against the manufacture, importing, offering for sale and
selling of FastTake electrode strips in Canada, as well as damages or the
profits of the defendants arising from the sales of such electrode strips in
Canada. In its Statement of Defense and Counterclaim, Selfcare denies
infringement and attacks the validity of the patent on a number of grounds.
Abbott has not filed a defense to Selfcare's Counterclaim, and the parties have
not yet commenced documentary discovery. At this stage of the litigation, it is
not possible to predict the outcome of the action. A final ruling adverse to
Selfcare could involve Selfcare being prevented from selling its FastTake
electrode strips in Canada and could include Selfcare paying to Abbott either an
amount equal to the profit generated from all sales of FastTake electrode strips
in Canada or Abbott's damages.

ABBOTT LABORATORIES V. LIFESCAN, INC. AND SELFCARE, INC.

    In late October 1998, Abbott commenced a lawsuit against the Company and
LifeScan in the United States District Court for the District of Massachusetts.
The complaint alleges that the disposable test strips used in the FastTake blood
glucose monitoring system supplied by the Company to LifeScan infringe U.S.
Patent No. 5,820,551 (the Test Strip Patent) issued to Abbott on October 13,
1998. Abbott is seeking damages and an injunction against sales in the United
States. Abbott also sought to enjoin LifeScan and Selfcare from the manufacture,
use and sale of these blood glucose test strips in the United States during the
pendency of the infringement litigation. On February 22, 1999, the court denied
Abbott's motion for a preliminary injunction and stated "...that Abbott is
unlikely to succeed on the merits of its claim of patent infringement...".
Discovery in the case is continuing. Although a final ruling against the Company
could have a material adverse impact on the Company's sales, operations or
financial performance, based on a review of the Abbott claims by patent counsel
and the aforementioned court ruling, the Company believes that the FastTake test
strips do not infringe the Test Strip Patent and that Abbott's claims will be
proven to be without merit.

ABBOTT LABORATORIES V. SELFCARE, INC. AND PRINCETON BIOMEDITECH CORPORATION

    In April 1998, Abbott commenced a lawsuit against the Company and Princeton
BioMeditech Corporation (PBM), which manufactured certain products for the
Company, in an action filed in the United States District Court for the District
of Massachusetts (District Court), asserting patent infringement arising from
the Company and PBM's manufacture, use and sale of products that Abbott claims
are covered by one or more of the claims of U.S. Patent Nos. 5,073,484 and
5,654,162 (the Pregnancy Test Patents), to which Abbott asserts that it is the
exclusive licensee. Abbott claims that certain Selfcare products relating to
pregnancy detection and ovulation prediction infringe the Pregnancy Test
Patents. Abbott is seeking an order finding that the Company and PBM infringe
the Pregnancy Test Patents, an

                                       12
<PAGE>
order permanently enjoining the Company and PBM from infringing the Pregnancy
Test Patents, compensatory damages to be determined at trial, treble damages,
costs, prejudgment and post-judgment interest on Abbott's compensatory damages,
attorneys' fees, and a recall of all existing Company or PBM products found to
infringe the Pregnancy Test Patents. On August 5, 1998, the court denied
Abbott's motion for a preliminary injunction. On March 31, 1999, the District
Court granted a motion by the Company, PBM, and PBM-Selfcare LLC (the LLC), the
joint venture between the two companies, filed to amend their counterclaim
against Abbott, asserting that Abbott is infringing U.S. Patent Nos. 5,559,041
(the 041 patent) and 5,728,587 (the 587 patent), which are owned by the LLC, and
seeking a declaration that Abbott infringes the patents, permanent injunctive
relief, money damages and attorneys' fees. On November 5, 1998, Abbott filed
suit in the United States District Court for the Northern District of Illinois
seeking a declaratory judgment of non-infringement, unenforceability and
invalidity of the 041 patent and 587 patent. The Illinois court granted the
Company's motion to transfer the aforementioned Illinois action to
Massachusetts. The Company and its co-defendant have moved for summary judgment
on their defense that the Abbott patents are invalid, and Abbott has cross-moved
for summary judgment on the issue of infringement. The case is currently in the
discovery stage. The Company intends to defend this litigation vigorously;
however, a final ruling against the Company could have a material adverse impact
on the Company's sales, operations or financial performance.

ABBOTT LABORATORIES ET ANOTHER V. CORBRIDGE GROUP PTY LTD AND SELFCARE PTY LTD.

    In November 1999, Abbott commenced a lawsuit against the Company's
Australian subsidiary, Selfcare Pty Ltd. and Corbridge, its Australian
distributor, in the Federal Court of Australia. The complaint alleges that the
Selfcare(R) ET disposable test strips (ET Test Strips) supplied by the Company
to Corbridge infringe Australian Patent No. 572,138 (the Test Strip Patent)
issued to Abbott's predecessor in title on May 5, 1988 (and assigned to Abbott
only a few weeks prior to commencement of the proceedings). These test strips
are marketed in Australia solely for use with a sensor device manufactured and
marketed by Abbott's Australian subsidiary. Abbott is seeking damages and an
injunction against supply of the test strips in Australia. Abbott also sought to
enjoin the defendants from the importation and supply of these blood glucose
test strips in Australia during the pendency of the infringement litigation. On
November 29, 1999, the court denied Abbott's motion for a preliminary injunction
and on December 17, 1999, ordered an unusually fast track preparation for a
final trial to be held from April 26 to May 5, 2000 inclusive in Sydney,
Australia.

    It is unlikely that any ruling against the Australian defendants could have
an adverse impact on the Company's sales, operations or financial performance
elsewhere in the world, and based on a review of the Abbott claims by Australian
counsel, the Company believes that the ET Test Strips do not infringe the Test
Strip Patent and that Abbott's claims will be dismissed. Furthermore, the
Australian defendants have counter claimed against Abbott seeking revocation of
the Test Strip Patent as well as damages and injunctive relief for breaches of
Australian antitrust law and misleading conduct prohibitions. The Company
believes that its counter claims have good prospects of success and that, under
Australian law, Abbott will be required to pay a large portion of the
defendants' legal costs incurred in the proceedings.

BAYER CORPORATION V. SELFCARE, INC., INVERNESS MEDICAL, INC. AND CAN-AM CARE
  CORPORATION

    On January 18, 2000, Bayer Corporation (Bayer) filed suit (Case No:
00CV0040) in the United States District Court for the Northern District of
Indiana (District Court) alleges claims in trademark infringement, trade dress
infringement and unfair competition arising out of the Company's marketing in
late 1999 of its new Excel GE blood glucose test strips intended for use with
Bayer's Glucometer Elite(R) meters. Bayer seeks an injunction which would
require the Company to change the packaging of its Excel GE product and also
seeks damages, costs and attorneys' fees. The District Court has set a hearing
on the injunction for late April 2000. The Company denies all of the claims and
has instructed counsel to vigorously defend the action. The Company does not
believe that an adverse outcome would have a

                                       13
<PAGE>
material impact on the Company's sales, operations or financial performance and
expects to be able to resolve the matter through a negotiated settlement.

BECTON, DICKINSON AND COMPANY V. SELFCARE, INC. ET. AL.

    On January 3, 2000, Becton, Dickinson and Company (Becton Dickinson) filed
suit against the Company in U.S. District Court for the District of Delaware
alleging that certain pregnancy and ovulation test kits sold by the Company
infringe U.S. Patent Nos. 4,703,017 and 5,591,645. A complaint has not yet been
served. The Company is engaging in discussions with Becton Dickinson to resolve
the matter amicably and does not believe that this matter will have a material
adverse impact on the Company's sales, operations or financial performance.

CAMBRIDGE BIOTECH CORPORATION AND CAMBRIDGE AFFILIATE CORPORATION V. RON
  ZWANZIGER, SELFCARE, INC., CAMBRIDGE DIAGNOSTICS IRELAND, LTD., TRINITY
  BIOTECH, PLC AND PASTEUR SANOFI DIAGNOSTICS

    On January 22, 1999, Cambridge Biotech Corporation (CBC) and Cambridge
Affiliate Corporation (CAC) filed suit (Civil Action No. 99-378) in the
Middlesex County Massachusetts Superior Court against the Company, its
President, Ron Zwanziger, Cambridge Diagnostics, Trinity Biotech plc (Trinity)
and Pasteur Sanofi Diagnostics (Pasteur). The complaint alleges, among other
things, that actions taken by Mr. Zwanziger as President of CAC in connection
with the sale by Cambridge Diagnostics of its diagnostics business to Trinity
were not properly authorized and that, as a result of the actions, CBC may lose
the benefit of valuable patent licenses from Pasteur. CBC's requested relief is
to have the CAC/Trinity manufacturing and sales agreements declared null and
void, the license between Pasteur and CBC declared to be in full force, to
recover damages allegedly caused by the Company and Mr. Zwanziger, and to
recover damages due to Pasteur's actions. CBC moved for a preliminary
injunction, seeking to enjoin the Company, Cambridge Diagnostics,
Mr. Zwanziger, and Trinity from acting pursuant to the CAC/Trinity agreements
and to enjoin Pasteur from terminating its license agreements with CBC.
Following a hearing on January 25, 1999, the Court denied CBC's motion.
Thereafter, Pasteur successfully moved for dismissal on grounds that the issues
between it and CBC should be litigated in France. The plaintiffs' appeal from
that ruling is pending. Trinity has moved for dismissal on grounds that the
issues between it and CBC should be litigated in Ireland or, instead, should be
arbitrated. The plaintiffs have opposed this motion, but there has been no
ruling on Trinity's motion and the case is currently inactive. The Company
believes that CBC's complaint against the Company, Mr. Zwanziger, and Cambridge
Diagnostics is without merit and intends to defend the action vigorously. The
Company has filed an Answer denying the material allegations of the Complaint
along with a Counterclaim to declare its actions lawful and valid and to redress
harm that may result if the court invalidates the sale of Cambridge Diagnostics'
diagnostics business to Trinity despite CBC's representations to Selfcare that
it had the right to make such a sale. The Company does not believe that an
adverse outcome would have a material impact on the Company's sales, operations
or financial performance.

INTERVENTION, INC V. SELFCARE, INC. AND COMPANION CASES

    In May 1999, Intervention, Inc., a California corporation, filed separate
suits in California Contra Costa County Superior Court against the Company, four
of its private label customers and its major competitors and their private label
customers alleging that, under Section 17200 of the California Business and
Professions Code, the defendants' labeling on their home pregnancy tests is
misleading as to the level of accuracy under certain conditions. The plaintiff
seeks restitution of profits on behalf of the general public, injunctive relief
and attorneys' fees. The Company is defending its private label customers under
agreement and believes that the actions are without merit and intends to defend
them vigorously. The Company does not believe that an adverse ruling against the
Company would have a material adverse impact on its sales, operations or
financial performance.

                                       14
<PAGE>
MATSUSHITA ELECTRIC INDUSTRIAL CO., LTD. V. SELFCARE, INC., INVERNESS MEDICAL,
  INC. AND CAN-AM CARE CORPORATION

    On March 2, 2000, Matsushita Electric Industrial Co., Ltd. (Matsushita)
filed suit (Case Number 00-143) in the United States District Court for the
District of Delaware against the Company and two of its subsidiaries. The
complaint alleges patent infringement of a patent used in connection with the
manufacture and distribution of the Company's Excel GE test strips for use with
the Bayer Glucometer Elite(R) meter. The Company intends to defend the action
vigorously. Although a final ruling against the Company could have a material
adverse impact on the Company's sales, operations or financial performance,
based on a review of the Matsushita patent by the Company's outside patent
counsel, the Company believes that its Excel GE test strips do not infringe the
Matsushita Patent and that Matsushita's claims will be proven to be without
merit.

SOLA WUNMI ENTERPRISES, LTD. V. ORGENICS, S.A. (FRANCE) AND ORGENICS, LTD.
  (ISRAEL)

    In late fall 1999, Sola Wunmi Enterprises, Ltd., a Nigerian corporation,
filed litigation in France against the Company's subsidiaries, Orgenics, S.A.
and Orgenics, Ltd. claiming damages for the breach of an alleged exclusive
distribution agreement for the supply of HIV test kits in Nigeria. The Company
believes that the claim is without merit, and, based on pre-litigation
discussions with the claimant, the Company believes that the case can be
resolved for an amount which will not have a material adverse impact on the
Company's sales, operations or financial performance.

    Because of the nature of the Company's business, the Company at any
particular time may be subject to consumer product claims or be a defendant in
various other lawsuits arising in the ordinary course of its business, including
employment matters, and expects that this will continue to be the case in the
future. These lawsuits generally seek damages, sometimes in substantial amounts,
for personal injuries or other commercial or employment claims. The Company
believes that any adverse ruling in such lawsuits would not have a material
adverse effect on its sales, operations or financial performance.

ITEM 4. SUBMISSION OF MATTERS TO A VOTE OF SECURITY HOLDERS.

    None.

                                    PART II

ITEM 5. MARKET FOR REGISTRANT'S COMMON EQUITY AND RELATED STOCKHOLDER MATTERS.

    The Company's common stock (Common Stock) is traded on the American Stock
Exchange (AMEX) under the symbol "SLF". The following table sets forth, for the
periods indicated, the high and low closing prices of the Common Stock on AMEX.

<TABLE>
<CAPTION>
                                                                HIGH       LOW
                                                              --------   --------
<S>                                                           <C>        <C>
Year ended December 31, 1999--

1st Quarter.................................................  $ 5.5000   $2.0000
2nd Quarter.................................................  $ 4.9375   $2.8750
3rd Quarter.................................................  $ 3.5625   $2.3750
4th Quarter.................................................  $ 4.3125   $2.5625

Year ended December 31, 1998--
1st Quarter.................................................  $11.1250   $8.6250
2nd Quarter.................................................  $11.6875   $9.2500
3rd Quarter.................................................  $ 9.7500   $3.3750
4th Quarter.................................................  $ 3.8125   $1.6250
</TABLE>

                                       15
<PAGE>
    On March 10, 2000, there were 304 holders of record of the Company's Common
Stock. The closing price of the Company's Common Stock on March 10, 2000 was
$8.5625.

    The Company has never declared or paid any cash dividends on its Common
Stock. The Company currently intends to retain earnings, if any, to support its
growth strategy and does not anticipate paying cash dividends on Common Stock in
the foreseeable future. Payment of future dividends, if any, on the Common Stock
will be at the discretion of the Company's Board of Directors after taking into
account various factors, including the Company's financial condition, operating
results, current and anticipated cash needs and plans for expansion.

RECENT SALES OF UNREGISTERED SECURITIES

    The Company has issued unregistered securities to a limited number of
persons, as described in the Quarterly Reports on Form 10-Q filed by the Company
during 1999. The Company did not issue any unregistered securities during the
fourth quarter of 1999. No underwriters or underwriting discounts or commissions
were involved. There was no public offering in any such transaction and the
Company believes that each transaction was exempt from the registration
requirements of the Securities Act of 1933, as amended.

ITEM 6. SELECTED FINANCIAL DATA.

    The information set forth under the caption "Selected Financial Data"
included in the Company's 1999 Annual Report to Shareholders (portions of which
are filed herewith as Exhibit 13.1) is incorporated by reference.

ITEM 7. MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
  OF OPERATIONS.

    The information set forth under the caption "Management's Discussion and
Analysis of Financial Condition and Results of Operations" included in the
Company's 1999 Annual Report to Shareholders (portions of which are filed
herewith as Exhibit 13.1) is incorporated herein by reference.

ITEM 7A. QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISKS.

    The information set forth under the subcaption "Quantitative and Qualitative
Disclosures about Market Risks" contained under the caption "Management's
Discussion and Analysis of Financial Condition and Results of Operations"
included in the Company's 1999 Annual Report to Shareholders (portions of which
are filed herewith as Exhibit 13.1) is incorporated herein by reference.

ITEM 8. FINANCIAL STATEMENTS.

    The consolidated financial statements of the Company and its subsidiaries
included in the Company's 1999 Annual Report to Shareholders (portions of which
are filed herewith as Exhibit 13.1) are incorporated by reference.

ITEM 9. CHANGES IN AND DISAGREEMENTS WITH ACCOUNTANTS ON ACCOUNTING AND
  FINANCIAL DISCLOSURE.

    None.

                                       16
<PAGE>
                                    PART III

ITEM 10. DIRECTORS AND EXECUTIVE OFFICERS OF THE REGISTRANT.

    The information regarding directors, executive officers and significant
employees of the Company included in the Company's definitive Proxy Statement to
be filed pursuant to Regulation 14A in connection with its 2000 Annual Meeting
of Shareholders (the Proxy Statement) is incorporated herein by reference.

ITEM 11. EXECUTIVE COMPENSATION.

    The information regarding executive compensation included in the Proxy
Statement is incorporated herein by reference.

ITEM 12. SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT.

    The information regarding security ownership of certain beneficial owners
and management included in the Proxy Statement is incorporated herein by
reference.

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS.

    The information regarding certain relationships and related transactions
included in the Proxy Statement is incorporated herein by reference.

                                       17
<PAGE>
                                    PART IV

ITEM 14. EXHIBITS, FINANCIAL STATEMENT SCHEDULES, AND REPORTS ON FORM 8-K.

(a) 1. Financial Statements.

        The response to this portion of Item 14 is set forth under Item 8.

    2.  Financial Statement Schedules.

        None.

    3.  Exhibits (* documents filed herewith; + confidential treatment
       requested).

<TABLE>
<CAPTION>

<C>              <S>
           3.1   Amended and Restated Certificate of Incorporation
                 (incorporated by reference to Exhibit 3.1 to the Company's
                 registration statement on Form SB-2, No. 333-4830-NY)

           3.2   Amended and Restated By-laws (incorporated by reference to
                 Exhibit 3.2 to the Company's registration statement on Form
                 SB-2, No. 333-4830-NY)

           3.3   Certificate of Amendment to the Restated Certificate of
                 Incorporation as filed with the Secretary of State of the
                 State of Delaware May 20, 1999 (incorporated by reference to
                 Exhibit 4.1 to Report on Form 8-K dated May 20, 1999)

           4.1   Specimen certificate for shares of Common Stock, par value
                 $0.001 per share, of the Company (incorporated by reference
                 to Exhibit 4.1 to the Company's Registration statement on
                 Form SB-2, No. 333-4830-NY)

           4.2   Certificate of Designations, Preferences and Rights of
                 Series C Convertible Preferred Stock as filed with the
                 Secretary of State of the State of Delaware January 8, 1999
                 (incorporated by reference to Exhibit 4.1 to Current Report
                 on Form 8-K dated January 19, 1999)

           4.3   Certificate of Designations, Preferences and Rights of
                 Series D Convertible Preferred Stock as filed with the
                 Secretary of State of the State of Delaware January 8, 1999
                 (incorporated by reference to Exhibit 4.1 to Current Report
                 on Form 8-K dated January 19, 1999)

           4.4   Certificate of Designations, Preferences and Rights of
                 Series E Convertible Preferred Stock as filed with the
                 Secretary of State of the State of Delaware January 8, 1999
                 (incorporated by reference to Exhibit 4.1 to Current Report
                 on Form 8-K dated January 19, 1999)

           9.1   Voting Agreement, dated May 13, 1996, by and among the
                 stockholders of Selfcare, Inc. who are signatories thereto
                 (incorporated by reference to Exhibit 9.1 to the Company's
                 registration statement on Form SB-2, No. 333-4830-NY)

          10.1   Amended and Restated Master Agreement, dated as of June 7,
                 1999, by and among Johnson & Johnson Development
                 Corporation, LifeScan, Inc. and Selfcare, Inc. (incorporated
                 by reference to Exhibit 10.1 to the Company's quarterly
                 report on Form 10-Q for the quarter ended June 30, 1999)

          10.2   Amended and Restated Sales Distribution Agreement for
                 Testing System for Glucose in Humans, dated as of June 7,
                 1999, between LifeScan, Inc. and Selfcare, Inc.
                 (incorporated by reference to Exhibit 10.2 to the Company's
                 quarterly report on Form 10-Q for the quarter ended June 30,
                 1999)

          10.3   Investment Agreement, dated as of November 10, 1995, by and
                 between Johnson & Johnson and Selfcare, Inc. (incorporated
                 by reference to Exhibit 10.4 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)
</TABLE>

                                       18
<PAGE>

<TABLE>
<CAPTION>

<C>              <S>
          10.4   Master Agreement, dated as of November 30, 1994, among
                 Selfcare, Inc., Cambridge Biotech Limited (Cambridge
                 Diagnostics Ireland Limited) and Cambridge Biotech
                 Corporation (incorporated by reference to Exhibit 10.5 to
                 the Company's registration statement on Form SB-2, No.
                 333-4830-NY)

          10.5   Sale and Subscription Agreement, dated as of November 30,
                 1994, between Cambridge Biotech Limited (Cambridge
                 Diagnostics Ireland Limited), Cambridge Biotech Corporation
                 and Selfcare, Inc. (incorporated by reference to Exhibit
                 10.6 to the Company's registration statement on Form SB-2,
                 No. 333-4830-NY)

          10.6   Indemnification Agreement dated as of November 30, 1994, by
                 and between, Cambridge Biotech Corporation and Cambridge
                 Biotech Limited (Cambridge Diagnostics Ireland Limited)
                 (incorporated by reference to Exhibit 10.7 to the Company's
                 registration statement on Form SB-2, No. 333-4830-NY)

          10.7   Shareholders' Agreement, dated November 30, 1994, by and
                 among Selfcare, Inc., Cambridge Biotech Corporation and
                 Cambridge Biotech Affiliated Corporation (Cambridge
                 Affiliate Corporation) (incorporated by reference to Exhibit
                 10.14 to the Company's registration statement on Form SB-2,
                 No. 333-4830-NY)

          10.8   Management Agreement, dated November 30, 1994, between
                 Cambridge Biotech Affiliated Corporation (Cambridge
                 Affiliate Corporation) and Cambridge Biotech Limited
                 (Cambridge Diagnostics Ireland Limited) (incorporated by
                 reference to Exhibit 10.15 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

          10.9   Manufacturing Agreement, dated November 30, 1994, between
                 Cambridge Biotech Affiliated Corporation (Cambridge
                 Affiliate Corporation) and Cambridge Biotech Limited
                 (Cambridge Diagnostics Ireland Limited) (incorporated by
                 reference to Exhibit 10.16 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.10   Sales Agent Agreement, dated November 30, 1994, between
                 Cambridge Biotech Affiliated Corporation (Cambridge
                 Affiliate Corporation) and Cambridge Biotech Limited
                 (Cambridge Diagnostics Ireland Limited) (incorporated by
                 reference to Exhibit 10.17 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.11   Stock Purchase Agreement, dated as of March 8, 1994, among
                 Selfcare, Inc., Ron Zwanziger and Enviromed plc
                 (incorporated by reference to Exhibit 10.18 to the Company's
                 registration statement on Form SB-2, No. 333-4830-NY)

         10.12   Guarantee of Selfcare, Inc., dated June 11, 1995, in favor
                 of Highlands and Islands Enterprises (incorporated by
                 reference to Exhibit 10.24 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.13   Guarantee of Selfcare, Inc., dated June 11, 1995, in favor
                 of Inverness and Nairn Enterprise Company (incorporated by
                 reference to Exhibit 10.25 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.14   Investment and Loan Agreement, dated December 24, 1995, by
                 and between Orgenics Ltd. and Selfcare, Inc. (incorporated
                 by reference to Exhibit 10.26 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.15   Form of Option Agreement by and between Selfcare, Inc. and
                 stockholders of Orgenics, Ltd. and Orgenics International
                 Holdings, B.V., together with letter amendment thereto dated
                 July 11, 1996 (incorporated by reference to Exhibit 10.27 to
                 the Company's registration statement on Form SB-2, No.
                 333-4830-NY)
</TABLE>

                                       19
<PAGE>

<TABLE>
<CAPTION>

<C>              <S>
         10.16   Grant Agreement, dated February 21, 1992, among The
                 Industrial Development Authority of Ireland, Cambridge
                 Biotech Limited (Cambridge Diagnostics Ireland Limited) and
                 Cambridge Biotech Corporation (incorporated by reference to
                 Exhibit 10.28 to the Company's registration statement on
                 Form SB-2, No. 333-4830-NY)

         10.17   Grant Agreement, dated October 2, 1992, among The Industrial
                 Development Authority of Ireland, Cambridge Biotech Limited
                 (Cambridge Diagnostics Ireland Limited) and Cambridge
                 Biotech Corporation (incorporated by reference to Exhibit
                 10.29 to the Company's registration statement on Form SB-2,
                 No. 333-4830-NY)

         10.18   Grant Agreement, dated December 5, 1995, among The
                 Industrial Development Authority of Ireland, Cambridge
                 Biotech Limited (Cambridge Diagnostics Ireland Limited) and
                 Cambridge Biotech Corporation (incorporated by reference to
                 Exhibit 10.30 to the Company's registration statement on
                 Form SB-2, No. 333-4830-NY)

         10.19   Employment Agreement, dated October 15, 1991, between
                 Superior Sensors, Inc. (Selfcare, Inc.) and Kenneth D. Legg,
                 Ph.D. (incorporated by reference to Exhibit 10.31 to the
                 Company's registration statement on Form SB-2, No.
                 333-4830-NY)

         10.20   Employment Agreement, dated November 13, 1994, between
                 Selfcare International GmbH and Otto Wahl (incorporated by
                 reference to Exhibit 10.33 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.21   Selfcare, Inc. 1992 Stock Plan (incorporated by reference to
                 Exhibit 10.34 to the Company's registration statement on
                 Form SB-2, No. 333-4830-NY)

         10.22   Selfcare, Inc. 1994 Incentive and Non-qualified Stock Option
                 Plan (incorporated by reference to Exhibit 10.35 to the
                 Company's registration statement on Form SB-2, No.
                 333-4830-NY)

         10.23   Selfcare, Inc. Amended and Restated 1996 Stock Option and
                 Grant Plan (incorporated by reference to Exhibit 4.1 to the
                 Company's registration statement on Form S-8, No. 333-15583)

        *10.24   First Amendment to the Selfcare, Inc. Amended and Restated
                 1996 Stock Option and Grant Plan dated May 20, 1999

         10.25   Selfcare, Inc. Employee Stock Purchase Plan (incorporated by
                 reference to Exhibit 10.37 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.26   Standard form Commercial Lease, dated July 15, 1992, between
                 Superior Sensors, Inc. (Selfcare, Inc.) and Nova Realty
                 Associates (incorporated by reference to Exhibit 10.38 to
                 the Company's registration statement on Form SB-2, No.
                 333-4830-NY)

        *10.27   First Amendment to Lease Agreement between Selfcare, Inc.
                 (formerly, Superior Sensors, Inc.) and Nova Realty
                 Associates dated August 9, 1999

         10.28   Form of lease between Highlands and Islands Enterprises and
                 Hebocraft Limited (Inverness Medical Limited) (incorporated
                 by reference to Exhibit 10.40 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.29   Lease for Selfcare, Inc.'s facility in Brussels, Belgium
                 (incorporated by reference to Exhibit 10.42 to the Company's
                 registration statement on Form SB-2, No. 333-4830-NY)

         10.30   Lease for Selfcare International GmbH's facility in Munich,
                 Germany (incorporated by reference to Exhibit 10.43 to the
                 Company's registration statement on Form SB-2, No.
                 333-4830-NY)
</TABLE>

                                       20
<PAGE>

<TABLE>
<CAPTION>

<C>              <S>
         10.31   Joint Venture Agreement, dated March 8, 1994, between
                 Enviromed plc. and Selfcare, Inc. (incorporated by reference
                 to Exhibit 10.41 to the Company's registration statement on
                 Form SB-2, No. 333-4830-NY)

         10.32   Manufacturing Agreement, dated June 3, 1996, between Nova
                 Biomedical Corporation and Selfcare, Inc. (incorporated by
                 reference to Exhibit 10.45 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)

         10.33   Form of Cambridge Diagnostics Warrants, together with
                 schedule of warrantholders (incorporated by reference to
                 Exhibit 10.47 to the Company's registration statement on
                 Form SB-2, No. 333-4830-NY)

         10.34   Agreement between Inverness Medical Limited (formerly,
                 Hebocraft Limited) and Highlands and Islands Enterprise,
                 dated May 31, 1995 (incorporated by reference to Exhibit
                 10.47 to the Company's registration statement on Form SB-2,
                 No. 333-4830-NY)

         10.35   Agreement between Inverness Medical Limited (formerly,
                 Hebocraft Limited) and Inverness & Nairn Local Enterprise
                 Company, dated May 31, 1995 (incorporated by reference to
                 Exhibit 10.48 to the Company's registration statement on
                 Form SB-2, No. 333-4830-NY)

         10.36   Supply Agreement dated August 27, 1996, by and between
                 Selfcare, Inc., Selfcare International GmbH and A. Menarini
                 Industrie Parmaceutiche Riunite S.r.L. (incorporated by
                 reference to Exhibit 10.50 to the Company's quarterly report
                 on Form 10-QSB for the period ended September 30, 1996)

         10.37   Asset Purchase Agreement dated as of January 14, 1997, by
                 and between American Home Products Corporation, American
                 Cyanamid Company, A.H. Robbins Company, Incorporated and
                 Selfcare, Inc. and Selfcare Acquisition Corp. with certain
                 exhibits (incorporated by reference to Exhibit 10.53 to the
                 Company's registration statement on Form SB-2, No.
                 333-19911)

         10.38   Agreement between EN PLC Limited Partnership and Selfcare,
                 Inc. dated October 17, 1996, together with an amendment
                 thereto dated as of January 1, 1997 (incorporated by
                 reference to Exhibit 10.54 to the Company's registration
                 statement on Form SB-2, No. 333-19911)

         10.39   Securities Purchase Agreement, dated as of October 27, 1997,
                 by and between Selfcare, Inc., Elliott Associates, L.P. and
                 Westgate International, L.P. (incorporated by reference to
                 Exhibit 99.5 to Selfcare, Inc.'s 10-QSB for the quarter
                 ending September 30, 1997)

         10.40   Registration Rights Agreement, dated as of October 27, 1997,
                 by and between Selfcare, Inc., Elliott Associates, L.P. and
                 Westgate International, L.P. (incorporated by reference to
                 Exhibit 99.5 to Selfcare, Inc.'s 10-QSB for the quarter
                 ending September 30, 1997)

         10.41   Form of Senior Subordinated Convertible Note due October 28,
                 2002 (incorporated by reference to Exhibit 99.7 to Selfcare,
                 Inc.'s 10-QSB for the quarter ending September 30, 1997)

         10.42   Form of Common Stock Purchase Warrant Certificate, dated as
                 of October 27, 1997 (incorporated by reference to Exhibit
                 99.8 to Selfcare, Inc.'s 10-QSB for the quarter ended
                 September 30, 1997)

         10.43   Registration Rights Agreement dated August 26, 1997, by and
                 among the Company and Capital Ventures International, CC
                 Investments LDC, and Proprietary Convertible Investments
                 Group, Inc. (incorporated by reference to Exhibit 99.1 to
                 Selfcare Inc.'s registration statement on Form S-3, file no.
                 333-37961)
</TABLE>

                                       21
<PAGE>

<TABLE>
<CAPTION>

<C>              <S>
         10.44   Certificate of Designations, Preferences and Rights of
                 Series B Convertible Preferred Stock of Selfcare, Inc.
                 (incorporated by reference to Exhibit 99.1 to Selfcare
                 Inc.'s registration statement on Form S-3, file no. 333-
                 37961)

         10.45   Securities Purchase Agreement, dated August 26, 1997, by and
                 among the Company and Capital Ventures International, CC
                 Investments LDC, and Proprietary Convertible Investments
                 Group, Inc. (incorporated by reference to Exhibit 99.1 to
                 Selfcare Inc.'s registration statement on Form S-3, file no.
                 333-37961)

         10.46   Form of Warrant to Purchase Shares of Common Stock of the
                 Company issued to Capital Ventures International, CC
                 Investments LDC and Proprietary Convertible Investments
                 Group, Inc. (incorporated by reference to Exhibit 99.1 to
                 Selfcare Inc.'s registration statement on Form S-3, file no.
                 333-37961)

        +10.47   Form of Amendment to Agreement between Selfcare, Inc. and
                 Princeton BioMeditech Corporation dated August 6, 1997
                 (incorporated by reference to the Company's report on Form
                 10-QSB for the period ending September, 30, 1997)

         10.48   Form of Stock Purchase Agreement dated February 18, 1998, by
                 and among Can-Am Care Corporation, Selfcare, Inc., Selfcare
                 Consumer Products, Inc. (Inverness Medical, Inc.) and the
                 stockholders of Can-Am Care Corporation (incorporated by
                 reference to Exhibit 2.1 to the Company's report on Form 8-K
                 dated February 18, 1998)

         10.49   Form of Supply Agreement dated as of February 18, 1998, made
                 by and between A.M.G. Medical Inc. and Can-Am Care
                 Corporation (incorporated by reference to Exhibit 10.74 to
                 Selfcare, Inc.'s Form 10-KSB for the year ended December 31,
                 1997)

         10.50   Form of Management Services Agreement dated February 18,
                 1998, made by and between A.M.G. Medical Inc. and Can-Am
                 Care Corporation (incorporated by reference to Exhibit 10.75
                 to Selfcare, Inc.'s Form 10-KSB for the year ended December
                 31, 1997)

         10.51   Form of Employment Agreement dated February 18, 1998, made
                 by and between Selfcare Consumer Products, Inc. (Inverness
                 Medical, Inc.), Selfcare, Inc., and Herbert Cover
                 Corporation (incorporated by reference to Exhibit 10.76 to
                 Selfcare, Inc.'s Form 10-KSB for the year ended December 31,
                 1997)

         10.52   From of Employment Agreement dated February 18, 1998, made
                 by and between Selfcare Consumer Products, Inc. (Inverness
                 Medical, Inc.), Selfcare, Inc., and Robert Oringer
                 (incorporated by reference to Exhibit 10.77 to Selfcare,
                 Inc.'s Form 10-KSB for the year ended December 31, 1997)

         10.53   Form of 6% Non-Negotiable Promissory Note, principal amount
                 $500,000, dated February 18, 1998, between Selfcare, Inc.
                 and Robert Oringer (incorporated by reference to Exhibit
                 10.78 to Selfcare, Inc.'s Form 10-KSB for the year ended
                 December 31, 1997)

         10.54   Form of 6% Non-Negotiable Promissory Note, principal amount
                 $500,000, dated February 18, 1998, between Selfcare, Inc.
                 and Cover Family Trust (incorporated by reference to Exhibit
                 10.79 to Selfcare, Inc.'s Form 10-KSB for the year ended
                 December 31, 1997)

         10.55   Form of Credit Agreement dated as of February 18, 1998,
                 among Selfcare Consumer Products, Inc. (Inverness Medical,
                 Inc.), as the Borrower, Selfcare, Inc., as the Guarantor,
                 Certain Financial Institutions, as the Lenders, and The
                 Chase Manhattan Bank, as the Agent for the Lenders
                 (incorporated by reference to Exhibit 10.80 to Selfcare,
                 Inc.'s Form 10-KSB for the year ended December 31, 1997)
</TABLE>

                                       22
<PAGE>

<TABLE>
<CAPTION>

<C>              <S>
         10.56   Form of Securities Purchase Agreement dated June 26, 1998,
                 among Selfcare, Inc., certain named purchasers, and certain
                 other parties (incorporated by reference to Exhibit 10.1 to
                 the Company's report on Form 10-Q for the period ending June
                 30, 1998)

         10.57   Form of 13% Subordinated Note issued by the Company in
                 connection with the Securities Purchase Agreement dated June
                 26, 1998 (incorporated by reference to Exhibit 10.2 to the
                 Company's report on Form 10-Q for the period ending June 30,
                 1998)

         10.58   Form of Warrant to Purchase Shares of Common Stock of the
                 Company issued in connection with the Securities Purchase
                 Agreement dated June 26, 1998 (incorporated by reference to
                 Exhibit 10.2 to the Company's report on Form 10-Q for the
                 period ending June 30, 1998)

         10.59   Stock Purchase Agreement, dated February 18, 1998, by and
                 among Selfcare, Inc., Selfcare Consumer Products, Inc.
                 (Inverness Medical, Inc.), Can-Am Care Corporation, and the
                 Stockholders party thereto (incorporated by reference to
                 Exhibit 2.1 to the Company's Form 8-K dated February 18,
                 1998)

         10.60   Form of Patent License Agreements, dated September 1, 1998,
                 between the Company and Becton, Dickinson and Company dated
                 September 1, 1998 (incorporated by reference to Exhibits
                 10.1 and 10.2 to the Company's report on Form 10-Q for the
                 period ending September, 30, 1998)

        *10.61   Master Lease Agreement For Equipment, dated February 23,
                 2000, between Salem Capital Corporation, Selfcare, Inc. and
                 Inverness Medical Limited

          11.1   Statement regarding computation of per share earnings
                 (included in the "Notes to Consolidated Financial
                 Statements" in the Company's 1999 Annual Report to
                 Shareholders, portions of which are filed herewith as
                 Exhibit 13.1)

         *13.1   Consolidated Financial Information of the Company's 1999
                 Annual Report to Shareholders (only those portions of the
                 Annual Report incorporated by reference in this document are
                 deemed filed)

          13.2   Report of Independent Public Accountants, Arthur Andersen
                 LLP (included in the Company's 1999 Annual Report to
                 Shareholders, portions of which are filed herewith as
                 Exhibit 13.1)

         *21.1   List of Subsidiaries of Registrant as of March 28, 2000

         *23.1   Consent of Arthur Andersen LLP

         *27.1   Financial Data Schedule

          99.1   Judgment and Opinion of U.S. Bankruptcy Court (D. Mass. W.
                 Division), In re: Cambridge Biotech Corporation, Chapter 11
                 Case No. 94-43054-JFQ, entered September 1, 1995.
                 (incorporated by reference to Exhibit 99.2 to the Company's
                 registration statement on Form SB-2, No. 333-4830-NY)

          99.2   Order of Approval of Scheme of Arrangement by The High Court
                 of Ireland (incorporated by reference to Exhibit 99.3 to the
                 Company's registration statement on Form SB-2, No.
                 333-4830-NY)

          99.3   Order of U.S. Bankruptcy Court (D. Mass. W. Division), In
                 re: Cambridge Biotech Corporation, Chapter 11 Case No.
                 94-43054-JFQ, entered November 18, 1994 (incorporated by
                 reference to Exhibit 99.4 to the Company's registration
                 statement on Form SB-2, No. 333-4830-NY)
</TABLE>

                                       23
<PAGE>

<TABLE>
<CAPTION>

<C>              <S>
          99.4   Note Amendment Agreement dated January 11, 1999, by and
                 Among Company, Elliot Associates, L.P. and Westgate
                 International, L.P., amending certain Senior Subordinated
                 Convertible Notes (incorporated by reference to Exhibit 99.2
                 to Current Report on Form 8-K dated January 19, 1999)

          99.5   Amended and Restated Senior Subordinated Convertible Note
                 dated January 11, 1999, delivered by the Company to Elliot
                 Associates, L.P. (incorporated by reference to Exhibit 99.3
                 to Current Report on Form 8-K dated January 19, 1999)

          99.6   Amended and Restated Senior Subordinated Convertible Note
                 dated January 11, 1999, delivered by the Company to Westgate
                 International, L.P. (incorporated by reference to Exhibit
                 99.3 to Current Report on Form 8-K dated January 19, 1999)
</TABLE>

    (b) The Company filed no reports on Form 8-K during the last quarter of the
period covered by this Annual Report on Form 10-K.

                                       24
<PAGE>
                                   SIGNATURES

    Pursuant to the requirements of Section 13 or 15(d) 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.

<TABLE>
<S>                                                    <C>  <C>
                                                       SELFCARE, INC.

Date: March 28, 2000                                   By:              /s/ RON ZWANZIGER
                                                            -----------------------------------------
                                                                          Ron Zwanziger
                                                             CHAIRMAN, PRESIDENT AND CHIEF EXECUTIVE
                                                                             OFFICER
</TABLE>

    Pursuant to the requirements of the Securities Exchange Act of 1934, this
report has been signed below by the following persons on behalf of the
Registrant and in the capacities and on the dates indicated.

<TABLE>
<CAPTION>
                      SIGNATURE                                    TITLE                    DATE
                      ---------                                    -----                    ----
<C>                                                    <S>                             <C>
                                                       President, Chief Executive
                  /s/ RON ZWANZIGER                      Officer and Director
     -------------------------------------------         (Principal Executive          March 28, 2000
                    Ron Zwanziger                        Officer)

               /s/ JEFFREY A. TEMPLER                  Chief Financial Officer
     -------------------------------------------         (Principal Financial          March 28, 2000
                 Jeffrey A. Templer                      Officer)

                /s/ CAROL R. GOLDBERG                  Director
     -------------------------------------------                                       March 28, 2000
                  Carol R. Goldberg

                  /s/ JOHN F. LEVY                     Director
     -------------------------------------------                                       March 28, 2000
                    John F. Levy

                 /s/ ROBERT ORINGER                    Director
     -------------------------------------------                                       March 28, 2000
                   Robert Oringer

                /s/ EDWARD B. ROBERTS                  Director
     -------------------------------------------                                       March 28, 2000
                  Edward B. Roberts

                 /s/ PETER TOWNSEND                    Director
     -------------------------------------------                                       March 28, 2000
                   Peter Townsend

               /s/ WILLARD LEE UMPHREY                 Director
     -------------------------------------------                                       March 28, 2000
                 Willard Lee Umphrey
</TABLE>

                                       25