##### Table of Contents



UNITED STATES SECURITIES AND EXCHANGE COMMISSION`
 WASHINGTON, D.C. 20549
 _______________
 FORM 10-K/A
 (Mark One)x
    
    ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the fiscal year ended: June 30, 2008ORo
    
    TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934For the transition period from ___________________ to __________________
  CONTINUCARE CORPORATION
  Florida
(State or Other Jurisdiction of 
Incorporation or Organization)
    
    59-2716023
(I.R.S. Employer Identification No.)
 7200 Corporate Center Drive 
Suite 600
Miami, Florida
(Address of Principal Executive Offices)
    
    33126
(Zip Code)
 (305) 500-2000
  Title of Each Class 
COMMON STOCK
$.0001 PAR VALUE
    
    Name of Each Exchange On Which Registered
AMERICAN STOCK EXCHANGE
 None
 o x
 o x
 x o
 x
   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




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##### 



CONTINUCARE CORPORATION
ANNUAL REPORT ON FORM 10-K/A
FOR THE YEAR ENDED JUNE 30, 2008
 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
    
    
    13Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    14Item 14.
    
    Principal Accountant Fees and Services
    
    
    15PART IVItem 15.
    
    Exhibits and Financial Statement Schedules
    
    
    15Signatures
    
    
    16Ex-31.1 Section 302 Certification of CEOEx-31.2 Section 302 Certification of CFO
   
 2




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PART III
 
 ITEM 10.
    
    DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 (a) Identification of Directors
  Name
    
    AgeRichard C. Pfenniger, Jr.
    
    
    53Luis Cruz, M.D.
    
    
    47Robert J. Cresci
    
    
    64Neil Flanzraich
    
    
    65Phillip Frost, M.D.
    
    
    71Jacob Nudel, M.D.
    
    
    60Jacqueline M. Simkin
    
    
    65A. Marvin Strait
    
    
    74
  Richard C. Pfenniger, Jr.
 Luis Cruz, M.D.
 Robert J. Cresci
 Neil Flanzraich
 3




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##### 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.
    
    
    53
    
    
    Chairman of the Board, Chief Executive Officer and PresidentFernando L. Fernandez
    
    
    47
    
    
    Senior Vice President  Finance, Chief Financial Officer,
Treasurer and SecretaryLuis H. Izquierdo
    
    
    53
    
    
    Senior Vice President  Marketing and Business DevelopmentGemma Rosello
    
    
    52
    
    
    Executive Vice President  Operations
   Fernando L. Fernandez
 Luis H. Izquierdo
 4




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##### Table of Contents



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




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##### Table of Contents



Code of Conduct and Ethics
  
 ITEM 11.
    
    EXECUTIVE COMPENSATION
  Overview of Compensation Program
    Compensation Philosophy and Objectives
  Role of Executive Officers in Compensation Decisions
  6




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Named Executive Officer Compensation Components
    Base Salary
   Long-Term Equity Incentive Compensation
  7




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Annual Cash Incentive Program
   Other Compensation and Benefits
  8




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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.
   
 Compensation of Named Executive Officers
 Summary Compensation Table
  9




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##### Table of Contents



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.,
    
    
    2008
    
    
    $
    371,539
    
    
    
    
    
    
    
    
    
    
    $
    208,907
    
    
    $
    300,000
    
    
    
    
    
    
    $
    15,940
    
    
    $
    896,386Chairman of the Board,
    
    
    2007
    
    
    $
    346,077
    
    
    
    
    
    
    
    
    
    
    $
    259,195
    
    
    
    
    
    
    
    
    
    
    $
    14,312
    
    
    $
    619,584President and Chief
Executive OfficerGemma Rosello,
    
    
    2008
    
    
    $
    227,942
    
    
    
    
    
    
    
    
    
    
    $
    158,082
    
    
    $
    150,000
    
    
    
    
    
    
    $
    14,237
    
    
    $
    550,261Executive Vice
    
    
    2007
    
    
    $
    211,596
    
    
    
    
    
    
    
    
    
    
    $
    146,004
    
    
    
    
    
    
    
    
    
    
    $
    13,416
    
    
    $
    371,016President  OperationsFernando L. Fernandez,
    
    
    2008
    
    
    $
    212,885
    
    
    
    
    
    
    
    
    
    
    $
    84,805
    
    
    $
    150,000
    
    
    
    
    
    
    $
    15,940
    
    
    $
    463,630Senior Vice President-Finance,
    
    
    2007
    
    
    $
    198,038
    
    
    
    
    
    
    
    
    
    
    $
    273,951
    
    
    
    
    
    
    
    
    
    
    $
    14,312
    
    
    $
    486,301Chief Financial Officer,
Treasurer and SecretaryLuis H. Izquierdo, Senior
    
    
    2008
    
    
    $
    228,923
    
    
    
    
    
    
    
    
    
    
    $
    65,934
    
    
    $
    100,000
    
    
    
    
    
    
    $
    14,912
    
    
    $
    409,769Vice President-Marketing
    
    
    2007
    
    
    $
    218,789
    
    
    
    
    
    
    
    
    
    
    $
    127,883
    
    
    
    
    
    
    
    
    
    
    $
    11,956
    
    
    $
    358,628and Business Development
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting purposes for the
fiscal year ended June 30, 2008, 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 2008. 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, 2008
included in our Annual Report on Form 10-K filed with the Securities and Exchange Commission on
September 9, 2008. There were no forfeitures during Fiscal 2008. Additional information regarding
these stock options awarded to the Named Executive Officers in Fiscal 2008, including the grant
date fair value of such stock options, is set forth in the Grants of Plan-Based Awards  Fiscal
2008 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 $6,228 paid to each of Ms. Rosello and Mr. Izquierdo. Grants of Plan-Based Awards  Fiscal 2008
  All Other
    
    
    All OtherStock
    
    
    Option
    
    
    ExerciseAwards:
    
    
    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 StockAwards(1)
    
    
    Equity Incentive Plan Awards
    
    
    Stock or
    
    
    Underlying
    
    
    Awards
    
    
    and OptionGrant
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Threshold
    
    
    Target
    
    
    Maximum
    
    
    Units
    
    
    Options(2)
    
    
    ($/Sh)
    
    
    Awards(3)Name
    
    DateRichard C.
    
    
    9/11/07
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    150,000
    
    
    $
    2.51
    
    
    $
    191,000Pfenniger, Jr.Gemma Rosello
    
    
    9/11/07
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    $
    2.51
    
    
    $
    95,000Fernando Fernandez
    
    
    9/11/07
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    75,000
    
    
    $
    2.51
    
    
    $
    95,000Luis Izquierdo
    
    
    9/11/07
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    2.51
    
    
    $
    60,000
 
 (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). 10




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Outstanding Equity Awards at Fiscal Year-End  2008
  Option AwardsEquityIncentivePlan Awards:Number of
    
    
    Number of
    
    
    Number ofSecurities
    
    
    Securities
    
    
    SecuritiesUnderlying
    
    
    Underlying
    
    
    UnderlyingUnexercised
    
    
    Unexercised
    
    
    Unexercised
    
    
    Option
    
    
    OptionOptions
    
    
    Options
    
    
    Unearned
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Options
    
    
    Price
    
    
    DateRichard C. Pfenniger, Jr.
    
    
    821,970
    
    
    
    
    
    
    
    
    
    
    $
    0.66
    
    
    
    10/1/13100,000
    
    
    
    100,000
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1575,000
    
    
    
    75,000
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1637,500
    
    
    
    112,500
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Gemma Rosello
    
    
    75,000
    
    
    
    25,000
    (4)
    
    
    
    
    
    $
    2.69
    
    
    
    5/26/1537,500
    
    
    
    37,500
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1537,500
    
    
    
    37,500
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1618,750
    
    
    
    56,250
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Fernando L. Fernandez
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    $
    1.98
    
    
    
    6/14/1437,500
    
    
    
    37,500
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1525,000
    
    
    
    25,000
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1618,750
    
    
    
    56,250
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17Luis H. Izquierdo
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    $
    1.51
    
    
    
    1/5/1437,500
    
    
    
    37,500
    (1)
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1512,500
    
    
    
    12,500
    (2)
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1612,500
    
    
    
    37,500
    (3)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/17
 
 (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 May 26, 2006. Option Exercises and Stock Vested  Fiscal 2008
  Potential Payments upon Termination or Change-in-Control
  11




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Compensation of Directors
  Director Compensation  Fiscal 2008
  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
    
    $
    29,375
    
    
    
    
    
    
    $
    20,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,638Luis Cruz, M.D.
    
    $
    13,750
    
    
    
    
    
    
    $
    20,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    34,013Neil Flanzraich
    
    $
    26,250
    
    
    
    
    
    
    $
    20,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    46,513Phillip Frost, M.D.
    
    $
    29,375
    
    
    
    
    
    
    $
    20,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    49,638Jacob Nudel, M.D.
    
    $
    26,250
    
    
    
    
    
    
    $
    20,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    46,513A. Marvin Strait
    
    $
    32,500
    
    
    
    
    
    
    $
    20,263
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    52,763
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended June 30, 2008, 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 2008. 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, 2008 included in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on September 9, 2008. There were no forfeitures during Fiscal 2008. The grant
date fair value of the stock option awards granted during Fiscal 2008 and computed in accordance
with FAS 123(R) was $0.81 per share. The table below sets forth the aggregate number of stock
options of each non-employee director outstanding as of June 30, 2008: Name
    
    Stock OptionsRobert J. Cresci
    
    
    190,000Luis Cruz, M.D.
    
    
    25,000Neil Flanzraich
    
    
    90,000Phillip Frost, M.D.
    
    
    90,000Jacob Nudel, M.D.
    
    
    90,000A. Marvin Strait
    
    
    83,334
 Compensation Committee Interlocks and Insider Participation
  12




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##### Table of Contents



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
    
    
    390,000
    
    
    (3)
    
    
    *c/o Pecks Management Partners, Ltd.One Rockefeller PlazaSuite 900New York, NY 10020Luis Cruz, M.D.
    
    
    1,456,531
    
    
    (4)
    
    
    2.3
    %3233 Palm AvenueHialeah, FL 33012Neil Flanzraich
    
    
    290,000
    
    
    (5)
    
    
    *4400 Biscayne BoulevardMiami, FL 33137Phillip Frost, M.D.
    
    
    25,735,873
    
    
    (6)
    
    
    41.1
    %4400 Biscayne BoulevardMiami, FL 33137Fernando L. Fernandez
    
    
    450,000
    
    
    (7)
    
    
    *Luis H. Izquierdo
    
    
    381,250
    
    
    (7)
    
    
    *Jacob Nudel, M.D.
    
    
    190,000
    
    
    (8)
    
    
    *One Isla Bahia DriveFort Lauderdale, FL 33316Richard C. Pfenniger, Jr.
    
    
    1,676,720
    
    
    (9)
    
    
    2.6
    %Gemma Rosello
    
    
    212,500
    
    
    (7)
    
    
    *Jacqueline M. Simkin
    
    
    572,640
    
    
    (10)
    
    
    *A. Marvin Strait
    
    
    110,000
    
    
    (11)
    
    
    *2 North Cascade AvenueSuite 1300Colorado Springs, CO 80903Jose M. Garcia, Sr.
    
    
    3,972,228
    
    
    (12)
    
    
    6.3
    %T. Rowe Price
    
    
    4,160,000
    
    
    (13)
    
    
    6.7
    %Owings Mills Corporate Campus4515 Painters Mill RoadOwings Mills, Maryland 21117-4903All directors and executive officers
as a group (11 persons).
    
    
    31,465,514
    
    
    
    
    
    48.3
    %
 
 *
    
    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 62,514,053 shares outstanding as of October 15, 2008.(3)
    
    Includes 190,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2008.(4)
    
    Luis Cruz, M.D. does not hold any shares of common stock in his individual name, but
rather may be deemed the beneficial owner of the shares of common stock held by Luis Cruz
Irrevocable Trust D, of which trust Dr. Cruz is the sole trustee. Includes 25,000 shares of
common stock underlying options that are currently exercisable or exercisable within 60 days
after October 15, 2008 by Dr. Cruz.(5)
    
    Includes 90,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2008.(6)
    
    Includes (i) 24,426,560 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) 90,000 shares of common stock
underlying options that are currently exercisable or exercisable within 60 days after October
15, 2008.(7)
    
    Represents shares of common stock underlying options that are currently exercisable
or exercisable within 60 days after October 15, 2008.(8)
    
    Includes 90,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2008.(9)
    
    Includes 1,083,690 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2008.(10)
    
    Includes shares of common stock held by the Jacqueline Simkin Trust, of which Ms.
Simkin is a beneficiary.(11)
    
    Includes 83,334 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2008.(12)
    
    Includes 50,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2008. Includes 600,000 shares
that are pledged as security. The information set forth herein is based solely on
representations made by Mr. Garcia.(13)
    
    We have reason to believe such information is accurate; however, to date T. Rowe
Price has not filed a Schedule 13G with the SEC. 13




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Securities Authorized For Issuance Under Equity Compensation Plans
  Number of securitiesremaining availableNumber of securities to
    
    Weighted average
    
    for future issuancebe issued upon exercise
    
    exercise price of
    
    (excluding securitiesof outstanding options,
    
    outstanding options,
    
    reflected in firstPlan Category
    
    warrants and rights
    
    warrants and rights
    
    column)Plans approved by shareholders
    
    
    5,373,804
    
    
    $
    1.95
    
    
    
    2,224,667Plans not approved by
shareholders
    
    
    
    
    
    
    
    
    
    5,373,804
    
    
    $
    1.95
    
    
    
    2,224,667
 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
     14




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTANT FEES AND SERVICES
  Fiscal
    
    
    Fiscal2008
    
    
    2007Audit fees (a)
    
    $
    926,255
    
    
    $
    1,452,844Audit related fees (b)
    
    
    
    
    
    
    Tax fees (c)
    
    
    24,000
    
    
    
    26,400All other fees (d)
    
    
    
    
    
    
    $
    950,255
    
    
    $
    1,479,244
 
 (a)
    
    Audit fees consist of audit and review work performed in the
preparation of financial statements, including the Fiscal 2007 audit of
effectiveness of internal controls over financial reporting, as well as fees
related to technical accounting and auditing consultations, assistance with SEC
filings and audit procedures related to the Acquisition of the MDHC Companies.(b)
    
    No audit related fees were incurred in Fiscal 2008 and 2007.(c)
    
    Tax fees consist of services provided for tax compliance, tax
advice and tax planning.(d)
    
    No other fees were incurred in Fiscal 2008 and 2007.   
 PART IV
 
 ITEM 15.
    
    EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
   Exhibit Number
    
    Description
    
    Method of Filing31.1
    
    Certification of Chief Executive
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.31.2
    
    Certification of Chief Financial
Officer pursuant to Section 302 of
the Sarbanes-Oxley Act of 2002.
    
    Filed herewith.
 15




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##### Table of Contents



SIGNATURES
  CONTINUCARE CORPORATIONDated: October 27, 2008
    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, 2008/s/ Fernando L. Fernandez

Fernando L. Fernandez
    
    Senior Vice President  Finance, Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
    
    October 27, 2008/s/ Luis Cruz, M.D.

Luis Cruz, M.D.
    
    Vice Chairman of the Board and Director
    
    October 27, 2008/s/ Robert J. Cresci

Robert J. Cresci
    
    Director
    
    October 27, 2008/s/ Neil Flanzraich

Neil Flanzraich
    
    Director
    
    October 27, 2008/s/ Phillip Frost, M.D.

Phillip Frost, M.D.
    
    Director
    
    October 27, 2008/s/ Jacob Nudel, M.D.

Jacob Nudel, M.D.
    
    Director
    
    October 27, 2008/s/ Jacqueline M. Simkin

Jacqueline M. Simkin
    
    Director
    
    October 27, 2008/s/ A. Marvin Strait

A. Marvin Strait
    
    Director
    
    October 27, 2008
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##### 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 2002.
 17