##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION
 WASHINGTON, D.C. 20549
 
 FORM 10-K/A
  þ
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
  OR
 o
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
 
 Commission file number: 001-12115
 CONTINUCARE CORPORATION
  Florida
    
    59-2716023(State or Other Jurisdiction of 
Incorporation or Organization)
    
    (I.R.S. Employer Identification No.)
 7200 Corporate Center DriveSuite 600Miami, Florida
    
    33126(Address of Principal Executive Offices)
    
    (Zip Code)
 (305) 500-2000
  Title of Each Class
    
    Name of Each Exchange On Which RegisteredCOMMON STOCK
    
    NYSE AMEX$.0001 PAR VALUE
 None
 o x
 o x
 x o
 o o
 o
  Large accelerated filer o
    
    Accelerated filer x
    
    Non-accelerated filer o
    
    Smaller reporting company o(Do not check if a smaller reporting company)
 o x




---



##### 



CONTINUCARE CORPORATION
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED JUNE 30, 2009
 TABLE OF CONTENTS
 PAGEPART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    3Item 11.
    
    Executive Compensation
    
    
    6Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    14Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    15Item 14.
    
    Principal Accountant Fees and Services
    
    
    16PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    17Signatures
    
    
    19EX-31.1EX-31.2EX-32.1EX-32.2




---



##### Table of Contents



PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 (a) Identification of Directors
  Name
    
    AgeRichard C. Pfenniger, Jr.
    
    54Luis Cruz, M.D.
    
    48Robert J. Cresci
    
    65Neil Flanzraich
    
    66Phillip Frost, M.D.
    
    72Jacob Nudel, M.D.
    
    61Jacqueline M. Simkin
    
    66A. Marvin Strait
    
    75
  Richard C. Pfenniger, Jr.
 Luis Cruz, M.D.
 Robert J. Cresci
 Neil Flanzraich
 3




---



##### Table of Contents



Phillip Frost, M.D.
 Jacob Nudel, M.D.
 Jacqueline M. Simkin
 A. Marvin Strait
 (b) Identification of Executive Officers
  Name
    
    Age
    
    PositionRichard C. Pfenniger, Jr.
    
    
    54
    
    
    Chairman of the Board, Chief Executive Officer and PresidentFernando L. Fernandez
    
    
    48
    
    
    Senior Vice President  Finance, Chief Financial Officer,
Treasurer and SecretaryLuis H. Izquierdo
    
    
    54
    
    
    Senior Vice President  Marketing and Business DevelopmentGemma Rosello
    
    
    53
    
    
    Executive Vice President  Operations
   Fernando L. Fernandez
 4




---



##### Table of Contents



Luis H. Izquierdo
 Gemma Rosello
 (c) Identification of Certain Significant Employees
  (d) Family Relationships
  (e) Business Experience
   (f) Involvement in Certain Legal Proceedings
  (g) Promoters and Control Persons
  (h) and (i) Audit Committee and Audit Committee Financial Expert
  (j) Procedures for Stockholder Nominations to the Board of Directors
  Section 16(a) Beneficial Ownership Reporting Compliance
  5




---



##### Table of Contents



Code of Conduct and Ethics
  
 ITEM 11. EXECUTIVE COMPENSATION
  Overview of Compensation Program
    Compensation Philosophy and Objectives
  6




---



##### Table of Contents



Role of Executive Officers in Compensation Decisions
  Named Executive Officer Compensation Components
    Base Salary
   7




---



##### Table of Contents



Long-Term Equity Incentive Compensation
    Annual Cash Incentive Program
    8




---



##### Table of Contents



Other Compensation and Benefits
  Internal Revenue Code Limits on Deductibility of Compensation
   Compensation Committee Report
 The following Report of the Compensation Committee does not constitute soliciting material and
should not be deemed filed or incorporated by reference into any other Company filing under the
Securities Act of 1933 or the Securities Exchange Act of 1934, except to the extent the Company
specifically incorporates this Report by reference therein.
   
 9




---



##### Table of Contents



Compensation of Named Executive Officers
 Summary Compensation Table
  Change inPensionValue andNonqualifiedNon-Equity
    
    DeferredStock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName and Principal Position
    
    Fiscal Year
    
    Salary
    
    Bonus
    
    Awards
    
    Awards(1)
    
    Compensation
    
    Earnings
    
    Compensation(2)
    
    TotalRichard C. Pfenniger, Jr.,
    
    
    2009
    
    
    $
    407,519
    
    
    
    
    
    
    
    
    
    
    $
    210,161
    
    
    $
    265,000
    
    
    
    
    
    
    $
    13,435
    
    
    $
    896,115Chairman of the Board,
    
    
    2008
    
    
    $
    371,539
    
    
    
    
    
    
    
    
    
    
    $
    208,907
    
    
    $
    300,000
    
    
    
    
    
    
    $
    15,940
    
    
    $
    896,386President and Chief
    
    
    2007
    
    
    $
    346,077
    
    
    
    
    
    
    
    
    
    
    $
    259,195
    
    
    
    
    
    
    
    
    
    
    $
    14,312
    
    
    $
    619,584Executive OfficerGemma Rosello,
    
    
    2009
    
    
    $
    242,331
    
    
    
    
    
    
    
    
    
    
    $
    161,583
    
    
    $
    125,000
    
    
    
    
    
    
    $
    13,821
    
    
    $
    542,735Executive Vice
    
    
    2008
    
    
    $
    227,942
    
    
    
    
    
    
    
    
    
    
    $
    158,082
    
    
    $
    150,000
    
    
    
    
    
    
    $
    14,237
    
    
    $
    550,261President  Operations
    
    
    2007
    
    
    $
    211,596
    
    
    
    
    
    
    
    
    
    
    $
    146,004
    
    
    
    
    
    
    
    
    
    
    $
    13,416
    
    
    $
    371,016Fernando L. Fernandez,
    
    
    2009
    
    
    $
    227,481
    
    
    
    
    
    
    
    
    
    
    $
    99,577
    
    
    $
    125,000
    
    
    
    
    
    
    $
    15,501
    
    
    $
    467,559Senior Vice
    
    
    2008
    
    
    $
    212,885
    
    
    
    
    
    
    
    
    
    
    $
    84,805
    
    
    $
    150,000
    
    
    
    
    
    
    $
    15,940
    
    
    $
    463,630President-Finance, Chief
    
    
    2007
    
    
    $
    198,038
    
    
    
    
    
    
    
    
    
    
    $
    273,951
    
    
    
    
    
    
    
    
    
    
    $
    14,312
    
    
    $
    486,301Financial Officer,
Treasurer and SecretaryLuis H. Izquierdo, Senior
    
    
    2009
    
    
    $
    236,115
    
    
    
    
    
    
    
    
    
    
    $
    60,816
    
    
    $
    60,000
    
    
    
    
    
    
    $
    14,479
    
    
    $
    371,410Vice President-Marketing
    
    
    2008
    
    
    $
    228,923
    
    
    
    
    
    
    
    
    
    
    $
    65,934
    
    
    $
    100,000
    
    
    
    
    
    
    $
    14,912
    
    
    $
    409,769and Business Development
    
    
    2007
    
    
    $
    218,789
    
    
    
    
    
    
    
    
    
    
    $
    127,883
    
    
    
    
    
    
    
    
    
    
    $
    11,956
    
    
    $
    358,628
 
 (1)
    
    Represents the dollar amount recognized for financial
statement reporting purposes  in accordance with FAS 123(R), without taking into account an
estimate of forfeitures related to service-based vesting, of stock option grants, including amounts
from awards granted prior to Fiscal 2009. Assumptions used in the calculation of these amounts are
included in footnote 7 to our audited financial statements for the fiscal year ended June 30, 2009
included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
September 10, 2009. There were no forfeitures during Fiscal 2009. Additional information
regarding these stock options awarded to the Named Executive Officers in Fiscal 2009, including the
grant date fair value of such stock options, is set forth in the Grants of Plan-Based Awards 
Fiscal 2009 table below.(2)
    
    Includes the amount of the insurance premiums paid by us on behalf of the Named Executive
Officers that exceed the insurance premiums paid by us on behalf of our non-executive employees,
and also includes car allowances of $6,231 paid to each of Ms. Rosello and Mr. Izquierdo. 10




---



##### Table of Contents



Grants of Plan-Based Awards  Fiscal 2009
  All Other
    
    All Other
    
    ExerciseStock Awards:
    
    Option Awards:
    
    or Base
    
    Grant DateEstimated Possible Payouts Under
    
    
    
    
    
    
    
    
    
    
    
    
    
    Number of
    
    Number of
    
    Price of
    
    Fair ValueNon-Equity Incentive Plan
    
    Estimated Future Payouts Under
    
    Shares of
    
    Securities
    
    Option
    
    of StockGrant
    
    Awards(1)
    
    Equity Incentive Plan Awards
    
    Stock or
    
    Underlying
    
    Awards
    
    and OptionName
    
    Date
    
    Threshold
    
    Target
    
    Maximum
    
    Threshold
    
    Target
    
    Maximum
    
    Units
    
    Options(2)
    
    ($ / Sh)
    
    Awards(3)Richard C. Pfenniger, Jr.
    
    
    9/19/08
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    2.38
    
    
    $
    200,000Gemma Rosello
    
    
    9/19/08
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    2.38
    
    
    $
    114,000Fernando Fernandez
    
    
    9/19/08
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    2.38
    
    
    $
    114,000Luis Izquierdo
    
    
    9/19/08
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    2.38
    
    
    $
    57,000
 
 (1)
    
    Represents the estimated possible payouts of cash awards under our annual
incentive plan which is tied to financial performance goals. Our annual incentive plan is more
fully described in the Compensation Discussion and Analysis section beginning on page 8. No
threshold payment is disclosed because no payments would be payable under the annual incentive plan
until pre-tax profits exceed the threshold amount. Further, no target amount is provided because
no target amounts were established and no maximum amount is presented because this plan does not
limit the maximum potential payout. The Compensation Committee determines payouts under our Annual
Cash Incentive Program after determining amounts available to be paid out following the end of the
fiscal year.(2)
    
    All options are to purchase shares of our common stock granted under our
Amended and Restated 2000 Stock Incentive Plan. Each grant vests 25% over the first four years
from the date of grant.(3)
    
    Represents the approximate grant date fair value computed in accordance with FAS
123(R). 11




---



##### Table of Contents



Outstanding Equity Awards at Fiscal Year-End  2009
  Option AwardsEquityIncentivePlan Awards:Number of
    
    Number ofSecurities
    
    SecuritiesUnderlying
    
    UnderlyingUnexercised
    
    Unexercised
    
    Option
    
    OptionOptions
    
    Unearned
    
    Exercise
    
    ExpirationName
    
    Exercisable
    
    Unexercisable
    
    Options
    
    Price
    
    DateRichard C. Pfenniger, Jr.
    
    
    821,970
    
    
    
    
    
    
    
    
    
    
    $
    0.66
    
    
    
    10/1/13150,000
    
    
    
    50,000
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/15112,500
    
    
    
    37,500
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1675,000
    
    
    
    75,000
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1743,750
    
    
    
    131,250
    (4)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/18Gemma Rosello
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    2.69
    
    
    
    5/26/1556,250
    
    
    
    18,750
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1556,250
    
    
    
    18,750
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1637,500
    
    
    
    37,500
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1725,000
    
    
    
    75,000
    (4)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/18Fernando L. Fernandez
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    $
    1.98
    
    
    
    6/14/1456,250
    
    
    
    18,750
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1537,500
    
    
    
    12,500
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1637,500
    
    
    
    37,500
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1725,000
    
    
    
    75,000
    (4)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/18Luis H. Izquierdo
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    $
    1.51
    
    
    
    1/5/1456,250
    
    
    
    18,750
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1518,750
    
    
    
    6,250
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1625,000
    
    
    
    25,000
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1712,500
    
    
    
    37,500
    (4)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/18
 
 (1)
    
    Vests in four equal annual installments beginning on December 6, 2006.(2)
    
    Vests in four equal annual installments beginning on September 12, 2007.(3)
    
    Vests in four equal annual installments beginning on September 11, 2008.(4)
    
    Vests in four equal annual installments beginning on September 19, 2009. Option Exercises and Stock Vested  Fiscal 2009
  12




---



##### Table of Contents



Potential Payments upon Termination or Change-in-Control
  Compensation of Directors
  Director Compensation  Fiscal 2009
  Changein PensionValue andNonqualifiedNon-Equity
    
    DeferredFees Earned or
    
    Stock
    
    Option
    
    Incentive Plan
    
    Compensation
    
    All OtherName
    
    Paid in Cash
    
    Awards
    
    Awards(1)
    
    Compensation
    
    Earnings
    
    Compensation
    
    TotalRobert J. Cresci
    
    $
    35,000
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,505Luis Cruz, M.D.
    
    $
    30,000
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    44,505Neil Flanzraich
    
    $
    30,000
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    44,505Phillip Frost, M.D.
    
    $
    35,000
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,505Jacob Nudel, M.D.
    
    $
    30,000
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    44,505Jacqueline Simkin
    
    $
    22,500
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    37,005A. Marvin Strait
    
    $
    40,000
    
    
    
    
    
    
    $
    14,505
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    54,505
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended June 30, 2009, in accordance with FAS 123(R), without taking
into account an estimate of forfeitures related to service-based vesting, of stock option grants,
including amounts from awards granted prior to Fiscal 2009. Assumptions used in the calculation of
these amounts are included in footnote 7 to our audited financial statements for the fiscal year
ended June 30, 2009 included in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on September 10, 2009. There were no forfeitures during Fiscal 2009. The
grant date fair value of the stock option awards granted during Fiscal 2009 and computed in
accordance with FAS 123(R) was $0.58 per share. The table below sets forth the aggregate number of
stock options of each non-employee director outstanding as of June 30, 2009: Name
    
    Stock OptionsRobert J. Cresci
    
    
    215,000Luis Cruz, M.D.
    
    
    50,000Neil Flanzraich
    
    
    115,000Phillip Frost, M.D.
    
    
    115,000Jacob Nudel, M.D.
    
    
    95,000Jacqueline Simkin
    
    
    25,000A. Marvin Strait
    
    
    108,334
 13




---



##### Table of Contents



Compensation Committee Interlocks and Insider Participation
  
 ITEM 12.
    
    SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS
  Name and Address
    
    Amount and Nature of
    
    Percent ofof Beneficial Owner
    
    Beneficial Ownership(1)
    
    Common Stock(2)Robert Cresci
    
    
    415,000
    (3)
    
    
    *c/o Pecks Management Partners, Ltd.
One Rockefeller Plaza
Suite 1427
New York, NY 10020Luis Cruz, M.D.
    
    
    50,000
    (6)
    
    
    *3233 Palm Avenue
Hialeah, FL 33012Neil Flanzraich
    
    
    315,000
    (4)
    
    
    *4400 Biscayne Boulevard
Miami, FL 33137Phillip Frost, M.D.
    
    
    26,105,917
    (5)
    
    
    43.8
    %4400 Biscayne Boulevard
Miami, FL 33137Fernando L. Fernandez
    
    
    525,000
    (6)
    
    
    *Luis H. Izquierdo
    
    
    431,250
    (6)
    
    
    *Jacob Nudel, M.D.
    
    
    145,000
    (7)
    
    
    *333 Las Olas Way, #3703
Fort Lauderdale, FL 33301Richard C. Pfenniger, Jr.
    
    
    1,846,250
    (8)
    
    
    3.0
    %Gemma Rosello
    
    
    293,750
    (6)
    
    
    *Jacqueline M. Simkin
    
    
    597,640
    (9)
    
    
    1.0
    %801 Brickell Avenue 
Suite 2350 
Miami, FL 33131A. Marvin Strait
    
    
    135,000
    (10)
    
    
    *2 North Cascade Avenue
Suite 1300
Colorado Springs, CO 80903T. Rowe Price
    
    
    4,160,000
    (11)
    
    
    7.0
    %Owings Mills Corporate Campus
4515 Painters Mill Road
Owings Mills, Maryland 21117-4903All directors and executive officers
as a group (11 persons)
    
    
    30,859,807
    
    
    
    49.2
    %
 
 *
    
    Less than one percent.(1)
    
    For purposes of this table, beneficial ownership is computed pursuant to Rule 13d-3
under the Securities Exchange Act of 1934 (the Exchange Act); the inclusion of shares as
beneficially owned should not be construed as an admission that such shares are beneficially
owned for purposes of the Exchange Act.(2)
    
    Based on 59,501,049 shares outstanding as of October 15, 2009.(3)
    
    Includes 215,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2009.(4)
    
    Includes 115,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2009.(5)
    
    Includes (i) 24,771,604 shares owned beneficially through Frost Gamma Investments
Trust; (ii) 819,313 shares beneficially owned through Frost Nevada Investments Trust; (iii)
400,000 shares of stock owned directly by Dr. Frost and (iv) 115,000 shares of common stock
underlying options that are currently exercisable or exercisable within 60 days after October
15, 2009.(6)
    
    Represents shares of common stock underlying options that are currently exercisable or exercisable within 60 days after October 15,2009.(7)
    
    Includes 95,000 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after October 15, 2009.(8)
    
    Includes 1,253,220 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after October 15, 2009.(9)
    
    Includes 572,640 shares of common stock held by the Jacqueline Simkin Trust, of
which Ms. Simkin is a beneficiary, and 25,000 shares of common stock underlying options that
are currently exercisable or exercisable within 60 days after October 15, 2009.(10)
    
    Includes 108,334 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2009.(11)
    
    We have reason to believe such information is accurate; however, to date T. Rowe
Price has not filed a Schedule 13G with the SEC. 14




---



##### Table of Contents



Securities Authorized For Issuance Under Equity Compensation Plans
  Number ofNumber of
    
    
    
    
    
    
    securitiessecurities to be
    
    
    
    
    
    
    remaining availableissued upon
    
    
    Weighted average
    
    
    for future issuanceexercise of
    
    
    exercise price of
    
    
    (excludingoutstanding
    
    
    outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in firstPlan Category
    
    and rights
    
    
    and rights
    
    
    column)Plans approved by shareholders
    
    
    6,296,304
    
    
    $
    2.00
    
    
    
    1,288,417Plans not approved by
shareholders
    
    
    
    
    
    
    
    
    
    
    6,296,304
    
    
    
    
    
    
    
    1,288,417
 
 ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
       15




---



##### Table of Contents



ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal
    
    
    Fiscal2009
    
    
    2008Audit fees (a)
    
    $
    847,936
    
    
    $
    926,255Audit related fees (b)
    
    
    
    
    
    
    Tax fees (c)
    
    
    24,000
    
    
    
    24,000All other fees (d)
    
    
    
    
    
    
    $
    871,936
    
    
    $
    950,255
 
 (a)
    
    Audit fees consist of fees associated with the annual audit and the
audit of internal control over financial reporting, and the reviews of the
quarterly reports on Form 10-Q.(b)
    
    No audit related fees were incurred in Fiscal 2009 and 2008.(c)
    
    Tax fees consist of services provided for tax compliance.(d)
    
    No other fees were incurred in Fiscal 2009 and 2008.   16




---



##### Table of Contents



PART IV
 
 ITEM 15. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
      3.1
    
    
    Restated Articles of Incorporation, as amended (1)3.2
    
    
    Amended and Restated Bylaws (2)3.3
    
    
    First Amendment to the Amended and Restated Bylaws (18)4.1
    
    
    Form of certificate evidencing shares of Common Stock (1)4.2
    
    
    Registration Rights Agreement, dated as of October 30, 1997, by and between Continucare
Corporation and Loewenbaum & Company Incorporated (3)4.3
    
    
    Continucare Corporation Amended and Restated 1995 Stock Option Plan** (4)4.4
    
    
    Amended and Restated 2000 Stock Option Plan ** (19)4.5
    
    
    Convertible Subordinated Promissory Note (6)4.6
    
    
    Form of Convertible Promissory Note, dated June 30, 2001 (7)4.7
    
    
    Amendment to Convertible Promissory Note, dated March 31, 2003, between Continucare
Corporation and Frost Nevada Limited Partnership (7)4.8
    
    
    Form of Amendment to Convertible Promissory Note, dated March 31, 2003 (7)10.1
    
    
    Form of Stock Option Agreement**(8)10.2
    
    
    Physician Practice Management Participation Agreement between Continucare Medical
Management, Inc., and Humana Medical Plan, Inc. entered into as of the 1 st day
of August, 1998 (9)10.3
    
    
    Amended and Restated Primary Care Provider Services dated November 12, 2004, by and between
Vista Healthplan of South Florida, Inc., Vista Insurance Plan, Inc. and Continucare Medical
Management, Inc. (10)10.4
    
    
    Airport Corporate Center office lease dated June 3, 2004, by and between Miami RPFIV
Airport Corporate Center Associates Limited Liability Company and Continucare Corporation
(11)10.5
    
    
    Agreement, dated March 31, 2003, between the Company and Pecks Management Partners, Ltd. (7)10.6
    
    
    Agreement, dated March 31, 2003, between Continucare Corporation and Carret & Company (7)10.7
    
    
    WCMA Loan and Security Agreement dated March 9, 2000 between Merrill Lynch Business
Financial Services, Inc. and Continucare Corporation (12)10.8
    
    
    Letter Agreement dated March 18, 2005 between Merrill Lynch Business Financial Services,
Inc. and Continucare Corporation (13)10.9
    
    
    Form of Promissory Note dated December 29, 2004 (14)10.10
    
    
    Letter Agreement between Continucare Corporation and Merrill Lynch Business Financial
Services, Inc. regarding amendment and extension of Credit Facility (15)10.11
    
    
    Asset Purchase Agreement, dated as of May 10, 2006, among Continucare Corporation, a
Florida corporation, CNU Blue 1, Inc., a Florida corporation and a wholly-owned subsidiary
of CNU, CNU Blue2, LLC, a Florida limited liability company and a wholly-owed subsidiary of
Buyer, Miami Dade Health and Rehabilitation Services, Inc., a Florida corporation, Miami
Dade Health Centers, Inc., a Florida corporation, West Gables Open MRI Services, Inc., a
Florida corporation, Kent Management Systems, Inc., Pelu Properties, Inc., a Florida
corporation, Peluca Investments, LLC, a Florida limited liability company owned by the
Owners, and Miami Dade Health Centers One, Inc., a Florida corporation, MDHC Red, Inc., a
Florida corporation, and each of the shareholders of each Seller identified therein. (16)10.12
    
    
    Integrated Delivery System Participation Agreement effective as of April 1, 1999 between
MDHRS and Humana Medical Plan, Inc., as amended (17)10.13
    
    
    Management Services Agreement dated as of September 1, 2004 between MDHC and Vista
Healthplan, Inc., as amended (17)10.14
    
    
    WCMA Reducing Revolver Loan and Security Agreement dated September 26, 2006, between
Continucare MDHC LLC and Merrill Lynch Business Financial Services, Inc. (17)10.15
    
    
    WCMA Reducing Revolver Loan and Security Agreement dated September 26, 2006, between
Continucare MDHC LLC and Merrill Lynch Business Financial Services, Inc. (17)10.16
    
    
    Amendment of Credit Facility dated September 26, 2006, between Continucare Corporation and
Merrill Lynch Business Financial Services, Inc. (17)10.17
    
    
    Independent Practice Association Participation Agreement dated as of October 11, 2007 by
and among Continucare Medical Management, Inc. and Humana Insurance Company, Humana Health
Insurance Company of Florida, Inc., Humana Medical Plan, Inc. and their affiliates that
underwrite or administer health plans. (20)10.18
    
    
    Independent Practice Association Participation Agreement dated as of October 11, 2007 by
and among Continucare Medical Management, Inc. and Humana Insurance Company, Humana Health
Insurance Company of Florida, Inc., Humana Medical Plan, Inc. and their affiliates that
underwrite or administer health plans. (20)10.19
    
    
    Independent Practice Association Participation Agreement dated as of October 11, 2007 by
and among Continucare Medical Management, Inc. and Humana Insurance Company, Humana Health
Insurance Company of Florida, Inc., Humana Medical Plan, Inc. and their affiliates that
underwrite or administer health plans. (20)21.1
    
    
    Subsidiaries of the Company. (21)23.1
    
    
    Consent of Independent Registered Public Accounting Firm. (21)31.1
    
    
    Section 302 Certification of Chief Executive Officer *31.2
    
    
    Section 302 Certification of Chief Financial Officer *32.1
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *32.2
    
    
    Certification Pursuant to 18 U.S.C. Section 1350, as Adopted Pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002 *
 17




---



##### Table of Contents



(1
    )
    
    Post Effective Amendment No. 1 to the Registration Statement on SB-2 on Form S-3
Registration Statement filed on October 29, 1996.(2
    )
    
    Form 8-K dated September 12, 2006, filed September 13, 2006.(3
    )
    
    Form 8-K dated October 30, 1997 and filed with the Commission on November 13, 1997.(4
    )
    
    Schedule 14A dated December 26, 1997 and filed with the Commission on December 30, 1997.(5
    )
    
    Schedule 14A dated January 8, 2007, filed January 8, 2007.(6
    )
    
    Form 8-K dated August 3, 2001, filed August 15, 2001.(7
    )
    
    Form 10-Q for the quarterly period ended March 31, 2003.(8
    )
    
    Form 10-Q for the quarterly period ended September 30, 2004.(9
    )
    
    Form 10-K for the fiscal year ended June 30, 2000.(10
    )
    
    Form 10-Q for the quarterly period ended December 31, 2004.(11
    )
    
    Form 10-K for the fiscal year ended June 30, 2004.(12
    )
    
    Form 10-Q for the quarterly period ended March 31, 2000.(13
    )
    
    Form 10-Q for the quarterly period ended March 31, 2005.(14
    )
    
    Form 8-K dated December 30, 2004, filed January 5, 2005.(15
    )
    
    Form 8-K dated March 8, 2006, and filed on March 10, 2006.(16
    )
    
    Form 8-K dated May 10, 2006 and filed on May 11, 2006.(17
    )
    
    Form 10-Q for the quarterly period ended September 30, 2006.(18
    )
    
    Form 8-K dated November 6, 2007 and filed November 7, 2007.(19
    )
    
    Form 10-K for the fiscal year ended June 30, 2007.(20
    )
    
    Form 8-K dated October 11, 2007 and filed on October 15, 2007.(21
    )
    
    Form 10-K for the fiscal year ended June 30, 2009.
 
 *
    
    Filed herewith**
    
    Management contract or compensatory plan or arrangement 18




---



##### Table of Contents



SIGNATURES
  CONTINUCARE CORPORATION Dated: October 27, 2009
    By:
    /s/ Richard C. Pfenniger, Jr.Richard C. Pfenniger, Jr.Chairman of the Board, Chief Executive Officer and
President  SIGNATURE
    
    TITLE
    
    DATE/s/ Richard C. Pfenniger, Jr.

Richard C. Pfenniger, Jr.
    
    Chairman of the Board, Chief Executive
Officer, President and Director
(Principal Executive Officer)
    
    October 27, 2009/s/ Fernando L. Fernandez

Fernando L. Fernandez
    
    Senior Vice President  Finance, Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
    
    October 27, 2009/s/ Luis Cruz, M.D.

Luis Cruz, M.D.
    
    Vice Chairman of the Board and Director
    
    October 27, 2009/s/ Robert J. Cresci

Robert J. Cresci
    
    Director
    
    October 27, 2009/s/ Neil Flanzraich

Neil Flanzraich
    
    Director
    
    October 27, 2009/s/ Phillip Frost, M.D.

Phillip Frost, M.D.
    
    Director
    
    October 27, 2009/s/ Jacob Nudel, M.D.

Jacob Nudel, M.D.
    
    Director
    
    October 27, 2009/s/ Jacqueline M. Simkin

Jacqueline M. Simkin
    
    Director
    
    October 27, 2009/s/ A. Marvin Strait

A. Marvin Strait
    
    Director
    
    October 27, 2009
 19




---



##### Table of Contents



EXHIBIT INDEX
 ExhibitNumber
    
    Description31.1
    
    
    Certification of Chief Executive Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200231.2
    
    
    Certification of Chief Financial Officer pursuant to Section 302 of the Sarbanes-Oxley Act of 200232.1
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 200232.2
    
    
    Certification pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the
Sarbanes-Oxley Act of 2002
 20