##### 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
For the fiscal year ended: June 30, 2010
 OR
 o
    
    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: 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
 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, 2010
 TABLE OF CONTENTS
 PAGEPART IIIItem 10.
    
    Directors, Executive Officers and Corporate Governance
    
    
    3Item 11.
    
    Executive Compensation
    
    
    7Item 12.
    
    Security Ownership of Certain Beneficial Owners and Management and Related Stockholder Matters
    
    
    15Item 13.
    
    Certain Relationships and Related Transactions, and Director Independence
    
    
    16Item 14.
    
    Principal Accounting Fees and Services
    
    
    17PART IVItem 15.
    
    Exhibits, Financial Statement Schedules
    
    
    18Signatures
    
    
    20EX-31.1EX-31.2EX-32.1EX-32.2
  2




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PART III
 
 ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE
 (a) Identification of Directors
  Name
    
    AgeRichard C. Pfenniger, Jr.
    
    
    55Robert J. Cresci
    
    
    66Neil Flanzraich
    
    
    67Phillip Frost, M.D.
    
    
    73Jacob Nudel, M.D.
    
    
    62Marvin A. Sackner, M.D.
    
    
    78Jacqueline M. Simkin
    
    
    67A. Marvin Strait
    
    
    76
  Richard C. Pfenniger, Jr.
  Robert J. Cresci
  Neil Flanzraich
  3




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Phillip Frost, M.D.
  Jacob Nudel, M.D.
  Marvin A. Sackner
  Jacqueline M. Simkin
 4




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A. Marvin Strait
  (b) Identification of Executive Officers
  Name
    
    Age
    
    PositionRichard C. Pfenniger, Jr.
    
    
    55
    
    
    Chairman of the Board, Chief Executive Officer and PresidentFernando L. Fernandez
    
    
    49
    
    
    Senior Vice President  Finance, Chief Financial Officer,
Treasurer and SecretaryGemma Rosello
    
    
    54
    
    
    Executive Vice President  OperationsLuis H. Izquierdo
    
    
    55
    
    
    Senior Vice President  Marketing and Business Development
   Fernando L. Fernandez
 Gemma Rosello
 Luis H. Izquierdo
 5




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(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
   Code of Conduct and Ethics
  6




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ITEM 11. EXECUTIVE COMPENSATION
  Overview of Compensation Program
    Compensation Philosophy and Objectives
  Role of Executive Officers in Compensation Decisions
  7




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Named Executive Officer Compensation Components
    Base Salary
    8




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Long-Term Equity Incentive Compensation
     9




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Annual Cash Incentive Program
    Other Compensation and Benefits
  Internal Revenue Code Limits on Deductibility of Compensation
  10




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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.
   
 11




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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.,
    
    
    2010
    
    
    $
    444,462
    
    
    
    
    
    
    
    
    
    
    $
    234,714
    
    
    $
    400,000
    
    
    
    
    
    
    $
    7,799
    
    
    $
    1,086,975Chairman of the Board,
    
    
    2009
    
    
    $
    407,519
    
    
    
    
    
    
    
    
    
    
    $
    210,161
    
    
    $
    265,000
    
    
    
    
    
    
    $
    13,435
    
    
    $
    896,115President and Chief
    
    
    2008
    
    
    $
    371,539
    
    
    
    
    
    
    
    
    
    
    $
    208,907
    
    
    $
    300,000
    
    
    
    
    
    
    $
    15,940
    
    
    $
    896,386Executive OfficerFernando L. Fernandez,
    
    
    2010
    
    
    $
    239,642
    
    
    
    
    
    
    
    
    
    
    $
    124,762
    
    
    $
    250,000
    
    
    
    
    
    
    $
    15,501
    
    
    $
    629,905Senior Vice
    
    
    2009
    
    
    $
    227,481
    
    
    
    
    
    
    
    
    
    
    $
    99,577
    
    
    $
    125,000
    
    
    
    
    
    
    $
    15,501
    
    
    $
    467,559President-Finance, Chief
    
    
    2008
    
    
    $
    212,885
    
    
    
    
    
    
    
    
    
    
    $
    84,805
    
    
    $
    150,000
    
    
    
    
    
    
    $
    15,940
    
    
    $
    463,630Financial Officer,
Treasurer and SecretaryGemma Rosello,
    
    
    2010
    
    
    $
    254,492
    
    
    
    
    
    
    
    
    
    
    $
    128,167
    
    
    $
    250,000
    
    
    
    
    
    
    $
    13,819
    
    
    $
    646,478Executive Vice
    
    
    2009
    
    
    $
    242,331
    
    
    
    
    
    
    
    
    
    
    $
    161,583
    
    
    $
    125,000
    
    
    
    
    
    
    $
    13,821
    
    
    $
    542,735President  Operations
    
    
    2008
    
    
    $
    227,942
    
    
    
    
    
    
    
    
    
    
    $
    158,082
    
    
    $
    150,000
    
    
    
    
    
    
    $
    14,237
    
    
    $
    550,261Luis H. Izquierdo, Senior
    
    
    2010
    
    
    $
    255,888
    
    
    
    
    
    
    
    
    
    
    $
    66,976
    
    
    $
    100,000
    
    
    
    
    
    
    $
    14,478
    
    
    $
    437,342Vice President-Marketing
    
    
    2009
    
    
    $
    236,115
    
    
    
    
    
    
    
    
    
    
    $
    60,816
    
    
    $
    60,000
    
    
    
    
    
    
    $
    14,479
    
    
    $
    371,410and Business Development
    
    
    2008
    
    
    $
    228,923
    
    
    
    
    
    
    
    
    
    
    $
    65,934
    
    
    $
    100,000
    
    
    
    
    
    
    $
    14,912
    
    
    $
    409,769
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting
purposes in accordance with ASC 718, 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 2010. 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, 2010 included in our Annual
Report on Form 10-K filed with the Securities and Exchange Commission on September 9, 2010. There
were no forfeitures during Fiscal 2010. Additional information regarding these stock options
awarded to the Named Executive Officers in Fiscal 2010, including the grant date fair value of such
stock options, is set forth in the Grants of Plan-Based Awards  Fiscal 2010 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 for Ms. Rosello and Mr. Izquierdo. Grants of Plan-Based Awards  Fiscal 2010
  All Other
    
    
    All OtherStock
    
    
    Option
    
    
    ExerciseAwards:
    
    
    Awards:
    
    
    or Base
    
    
    Grant DateNumber of
    
    
    Number of
    
    
    Price of
    
    
    Fair ValueEstimated Possible Payouts Under
    
    
    Estimated Future Payouts Under
    
    
    Shares of
    
    
    Securities
    
    
    Option
    
    
    of StockGrant
    
    
    Non-Equity Incentive Plan 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.
    
    
    9/15/09
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    175,000
    
    
    $
    3.13
    
    
    $
    273,000Fernando L.
Fernandez
    
    
    9/15/09
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    3.13
    
    
    $
    156,000Gemma Rosello
    
    
    9/15/09
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    100,000
    
    
    $
    3.13
    
    
    $
    156,000Luis H. Izquierdo
    
    
    9/15/09
    
    
    
    
    
    
    
    N/A
    
    
    
    N/A
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    50,000
    
    
    $
    3.13
    
    
    $
    78,000
 
 (1)
    
    Represents the estimated possible payouts of cash awards under our Annual Cash
Incentive Program 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 7. 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
ASC 718. 12




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Outstanding Equity Awards at Fiscal Year-End  2010
  Option AwardsEquity IncentivePlan Awards: Numberof SecuritiesNumber of Securities
    
    
    Underlying
    
    
    Option
    
    
    OptionUnderlying Unexercised Options
    
    
    Unexercised
    
    
    Exercise
    
    
    ExpirationName
    
    Exercisable
    
    
    Unexercisable
    
    
    Unearned Options
    
    
    Price
    
    
    DateRichard C. Pfenniger, Jr.
    
    
    200,000
    
    
    
    
    
    
    
    
    
    
    $
    2.42
    
    
    
    12/6/15150,000
    
    
    
    
    
    
    
    
    
    
    
    2.77
    
    
    
    9/12/16112,500
    
    
    
    37,500
    (1)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1787,500
    
    
    
    87,500
    (2)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/1843,750
    
    
    
    131,250
    (3)
    
    
    
    
    
    
    3.13
    
    
    
    9/15/19Fernando L. Fernandez
    
    
    350,000
    
    
    
    
    
    
    
    
    
    
    $
    1.98
    
    
    
    6/14/1475,000
    
    
    
    
    
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1550,000
    
    
    
    
    
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1656,250
    
    
    
    18,750
    (1)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1750,000
    
    
    
    50,000
    (2)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/1825,000
    
    
    
    75,000
    (3)
    
    
    
    
    
    
    3.13
    
    
    
    9/15/19Gemma Rosello
    
    
    100,000
    
    
    
    
    
    
    
    
    
    
    $
    2.69
    
    
    
    5/26/1575,000
    
    
    
    
    
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1575,000
    
    
    
    
    
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1656,250
    
    
    
    18,750
    (1)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1750,000
    
    
    
    50,000
    (2)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/1825,000
    
    
    
    75,000
    (3)
    
    
    
    
    
    
    3.13
    
    
    
    9/15/19Luis H. Izquierdo
    
    
    300,000
    
    
    
    
    
    
    
    
    
    
    $
    1.51
    
    
    
    1/5/1475,000
    
    
    
    
    
    
    
    
    
    
    
    2.42
    
    
    
    12/6/1525,000
    
    
    
    
    
    
    
    
    
    
    
    2.77
    
    
    
    9/12/1637,500
    
    
    
    12,500
    (1)
    
    
    
    
    
    
    2.51
    
    
    
    9/11/1725,000
    
    
    
    25,000
    (2)
    
    
    
    
    
    
    2.38
    
    
    
    9/19/1812,500
    
    
    
    37,500
    (3)
    
    
    
    
    
    
    3.13
    
    
    
    9/15/19
 
 (1)
    
    Vests in four equal annual installments beginning on September 11, 2008.(2)
    
    Vests in four equal annual installments beginning on September 19, 2009.(3)
    
    Vests in four equal annual installments beginning on September 15, 2010. Option Exercises and Stock Vested  Fiscal 2010
  Option AwardsNumber of
    
    
    Value
    
    
    Stock Awards (2)Shares Acquired
    
    
    Realized on
    
    
    Number of Shares
    
    
    Value Realized onName
    

on
Exercise
    
    

Exercise(1)
    
    
    Acquired on Vesting
    
    
    VestingRichard C. Pfenniger, Jr.
    
    
    721,970
    
    
    $
    2,555,774
    
    
    
    
    
    
    
    Fernando L. Fernandez
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Gemma Rosello
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    Luis H. Izquierdo
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
 
 (1)
    
    The value realized on exercise is based on the difference between the fair market
value of our common stock as reported by the NYSE Amex and the exercise price of the options
on the date of exercise.(2)
    
    No restricted stock awards have been issued to Named Executive Officers. 13




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Potential Payments upon Termination or Change-in-Control
  Compensation of Directors
  Director Compensation  Fiscal 2010
  Changein PensionValue andNonqualifiedNon-Equity
    
    
    DeferredFees Earned
    
    
    
    
    
    
    Option
    
    
    Incentive Plan
    
    
    Compensation
    
    
    All OtherName
    
    or Paid in Cash
    
    
    Stock Awards
    
    
    Awards(1)
    
    
    Compensation
    
    
    Earnings
    
    
    Compensation
    
    
    TotalRobert J. Cresci
    
    $
    35,000
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    74,853Luis Cruz, M.D.(2)
    
    $
    22,500
    
    
    
    
    
    
    $
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    22,500Neil Flanzraich
    
    $
    30,000
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,853Phillip Frost, M.D.
    
    $
    35,000
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    74,853Jacob Nudel, M.D.
    
    $
    30,000
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,853Marvin A. Sackner, M.D.(3)
    
    $
    7,500
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    47,353Jacqueline Simkin
    
    $
    30,000
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    69,853A. Marvin Strait
    
    $
    40,000
    
    
    
    
    
    
    $
    39,853
    
    
    
    
    
    
    
    
    
    
    
    
    
    
    $
    79,853
 
 (1)
    
    Represents the dollar amount recognized for financial statement reporting
purposes for the fiscal year ended June 30, 2010, in accordance with ASC 718, 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 2010. 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, 2010 included in our Annual Report on Form 10-K filed with the Securities and
Exchange Commission on September 9, 2010. There were no forfeitures during Fiscal 2010. The grant
date fair value of the stock option awards granted during Fiscal 2010 and computed in accordance
with ASC 718 was $1.59 per share. The table below sets forth the aggregate number of stock options
of each non-employee director outstanding as of June 30, 2010: 14




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Name
    
    Stock OptionsRobert J. Cresci
    
    
    140,000Neil Flanzraich
    
    
    140,000Phillip Frost, M.D.
    
    
    140,000Jacob Nudel, M.D.
    
    
    120,000Marvin A. Sackner, M.D.
    
    
    25,000Jacqueline Simkin
    
    
    150,000A. Marvin Strait
    
    
    133,334
 (2)
    
    Dr. Cruz resigned as a member of the Board of Directors in February 2010.(3)
    
    Dr. Sackner was elected a member of the Board of Directors in February 2010. 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 Crescic/o Pecks Management Partners, Ltd.
One Rockefeller Plaza
Suite 1427
New York, NY 10020
    
    389,534 (3)
    
    *Neil Flanzraich4400 Biscayne Boulevard
Miami, FL 33137
    
    340,000 (4)
    
    *Phillip Frost, M.D.
4400 Biscayne Boulevard
Miami, FL 33137
    
    26,130,917 (5)
    
    43.0%Fernando L. Fernandez
    
    606,250 (6)
    
    1.0%Luis H. Izquierdo
    
    475,000 (6)
    
    *Jacob Nudel, M.D.
333 Las Olas Way, #3703
Fort Lauderdale, FL 33301
    
    170,000 (7)
    
    *Richard C. Pfenniger, Jr.
    
    1,673,493 (8)
    
    2.7%Gemma Rosello
    
    381,250 (6)
    
    *Marvin A. Sackner, M.D.4400 Biscayne Boulevard
Miami, FL 33137
    
    25,000 (6)
    
    *Jacqueline M. Simkin801 Brickell Avenue, Suite 2350
Miami, FL 33131
    
    622,640 (9)
    
    1.0%A. Marvin Strait2 North Cascade Avenue
Suite 1300
Colorado Springs, CO 80903
    
    160,000 (10)
    
    *T. Rowe
Price Associates, Inc.100 E. Pratt Street
Baltimore, Maryland 21202
    
    3,700,000 (11)
    
    6.1%All directors and executive officers
as a group (11 persons)
    
    30,974,084
    
    48.9%
 15




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##### Table of Contents



*
    
    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 60,566,485 shares outstanding as of October 15, 2010.(3)
    
    Includes 140,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2010.(4)
    
    Includes 140,000 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2010.(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) 140,000 shares of common stock
underlying options that are currently exercisable or exercisable within 60 days after October
15, 2010.(6)
    
    Represents shares of common stock underlying options that are currently exercisable or exercisable within 60 days after October 15,2010.(7)
    
    Includes 120,000 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after October 15, 2010.(8)
    
    Includes 593,750 shares of common stock underlying options that are currently exercisable or exercisable within 60 days after October 15, 2010.(9)
    
    Includes 572,640 shares of common stock held by the Jacqueline Simkin Trust, of
which Ms. Simkin is a beneficiary, and 50,000 shares of common stock underlying options that
are currently exercisable or exercisable within 60 days after October 15, 2010.(10)
    
    Includes 133,334 shares of common stock underlying options that are currently
exercisable or exercisable within 60 days after October 15, 2010.(11)
    
    Based on a Schedule 13G Amendment filed with the SEC on February 12, 2010. Securities Authorized For Issuance Under Equity Compensation Plans
  Number ofsecuritiesremaining availableNumber of
    
    
    
    
    
    
    for future issuancesecurities to be
    
    
    
    
    
    
    under equityissued upon
    
    
    Weighted average
    
    
    compensation plansexercise of
    
    
    exercise price of
    
    
    (excludingoutstanding
    
    
    outstanding
    
    
    securitiesoptions, warrants
    
    
    options, warrants
    
    
    reflected in firstPlan Category
    
    and rights
    
    
    and rights
    
    
    column)Equity Compensation
plans approved by
shareholders
    
    
    5,849,334
    
    
    $
    2.50
    
    
    
    4,287,167Equity Compensation
plans not approved
by shareholders
    
    
    
    
    
    
    
    
    
    
    5,849,334
    
    
    
    
    
    
    
    4,287,167
 
 ITEM 13.
    
    CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE
    16




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##### Table of Contents



ITEM 14.
    
    PRINCIPAL ACCOUNTING FEES AND SERVICES
  Fiscal
    
    
    Fiscal2010
    
    
    2009Audit fees (a)
    
    $
    804,076
    
    
    $
    847,936Audit related fees (b)
    
    
    
    
    
    
    Tax fees (c)
    
    
    24,000
    
    
    
    24,000All other fees (d)
    
    
    
    
    
    
    $
    828,076
    
    
    $
    871,936
 
 (a)
    
    Audit fees consist of fees associated with the fiscal year 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 2010 and 2009.(c)
    
    Tax fees consist of services provided for tax compliance.(d)
    
    No other fees were incurred in Fiscal 2010 and 2009.   17




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##### Table of Contents



PART IV
 
 ITEM 15.
    
    EXHIBITS, 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. (3)4.1
    
    
    Form of certificate evidencing shares of Common Stock. (4)4.2
    
    
    Registration Rights Agreement, dated as of October 30, 1997, by and
between Continucare Corporation and Loewenbaum & Company Incorporated.
(5)10.1
    
    
    Continucare Corporation Amended and Restated 1995 Stock Option Plan.** (6)10.2
    
    
    Amended and Restated 2000 Stock Option Plan (as amended and restated on
November 4, 2009). ** (7)10.3
    
    
    Form of Stock Option Agreement.**(8)10.4
    
    
    Physician Practice Management Participation Agreement between Continucare
Medical Management, Inc., and Humana Medical Plan, Inc. entered into as
of the 1st day of August, 1998. (9)10.5
    
    
    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)10.6
    
    
    WCMA Loan and Security Agreement dated March 9, 2000 between Merrill
Lynch Business Financial Services, Inc. and Continucare Corporation. (11)10.7
    
    
    Letter Agreement dated March 18, 2005 between Merrill Lynch Business
Financial Services, Inc. and Continucare Corporation. (12)10.8
    
    
    Form of Promissory Note dated December 29, 2004. (13)10.9
    
    
    Letter Agreement between Continucare Corporation and Merrill Lynch
Business Financial Services, Inc. regarding amendment and extension of
Credit Facility. (14)10.10
    
    
    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. (15)10.11
    
    
    Integrated Delivery System Participation Agreement effective as of April
1, 1999 between MDHRS and Humana Medical Plan, Inc., as amended. (16)10.12
    
    
    Management Services Agreement dated as of September 1, 2004 between MDHC
and Vista Healthplan, Inc., as amended. (17)10.13
    
    
    WCMA Reducing Revolver Loan and Security Agreement dated September 26,
2006, between Continucare MDHC LLC and Merrill Lynch Business Financial
Services, Inc. (18)10.14
    
    
    WCMA Reducing Revolver Loan and Security Agreement dated September 26,
2006, between Continucare MDHC LLC and Merrill Lynch Business Financial
Services, Inc. (19)10.15
    
    
    Amendment of Credit Facility dated September 26, 2006, between
Continucare Corporation and Merrill Lynch Business Financial Services,
Inc. (20)10.16
    
    
    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. (21)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. (22)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. (23)10.19
    
    
    Credit Facility Agreement, dated as of December 18, 2009, among
Continucare Corporation, as a Borrower, Continucare MDHC, LLC, as a
Borrower, and Bank of America, N.A., as Bank. (24)21.1
    
    
    Subsidiaries of the Company. (25)23.1
    
    
    Consent of Independent Registered Public Accounting Firm. (26)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.***
 18




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##### Table of Contents



(1)
    
    Exhibit 3.1 to the Post Effective Amendment No. 1 to the Registration
Statement on SB-2 on Form S-3 Registration Statement filed on October 30, 1996.(2)
    
    Exhibit 3.1 to the Form 8-K dated September 12, 2006, filed September
13, 2006.(3)
    
    Exhibit 3.2 to the Form 8-K dated November 6, 2007, filed November 7,
2007.(4)
    
    Exhibit 4.1 to the Post Effective Amendment No. 1 to the Registration
Statement on SB-2 on Form S-3 Registration Statement filed on October 30, 1996.(5)
    
    Exhibit 4.2 to the Form 8-K dated October 30, 1997, filed November 13,
1997.(6)
    
    Schedule 14A dated December 26, 1997 and filed with the Commission on
December 30, 1997.(7)
    
    Exhibit 10.1 to the Form 8-K dated February 9, 2010, filed February 12,
2010.(8)
    
    Exhibit 10.1 to the Form 10-Q for the quarterly period ended September
30, 2004.(9)
    
    Exhibit 10.11 to the Form 10-K for the fiscal year ended June 30, 2000.(10)
    
    Exhibit 10.1 to the Form 10-Q for the quarterly period ended December
31, 2004.(11)
    
    Exhibit 4.1 to the Form 10-Q for the quarterly period ended March 31,
2000.(12)
    
    Exhibit 10.1 to the Form 10-Q for the quarterly period ended March 31,
2005.(13)
    
    Exhibit 10.1 to the Form 8-K dated December 30, 2004, filed January 5,
2005.(14)
    
    Exhibit 10.1 to the Form 8-K dated March 8, 2006, filed on March 10,
2006.(15)
    
    Exhibit 10.1 to the Form 8-K dated May 10, 2006, filed on May 11, 2006.(16)
    
    Exhibit 10.1 to the Form 10-Q for the quarterly period ended September
30, 2006.(17)
    
    Exhibit 10.2 to the Form 10-Q for the quarterly period ended September
30, 2006.(18)
    
    Exhibit 10.3 to the Form 10-Q for the quarterly period ended September
30, 2006.(19)
    
    Exhibit 10.4 to the Form 10-Q for the quarterly period ended September
30, 2006.(20)
    
    Exhibit 10.5 to the Form 10-Q for the quarterly period ended September
30, 2006.(21)
    
    Exhibit 10.1 to the Form 8-K dated October 11, 2007, filed on October
15, 2007.(22)
    
    Exhibit 10.2 to the Form 8-K dated October 11, 2007, filed on October
15, 2007.(23)
    
    Exhibit 10.3 to the Form 8-K dated October 11, 2007, filed on October
15, 2007.(24)
    
    Exhibit 4.1 to the Form 8-K dated December 18, 2009, filed December 23,
2009.(25)
    
    Exhibit 21.1 to the Form 10-K for the year ended June 30, 2010, filed
September 9, 2010.(26)
    
    Exhibit 23.1 to the Form 10-K for the year ended June 30, 2010, filed
September 9, 2010.
 
 *
    
    Filed herewith**
    
    Management contract or compensatory plan or arrangement***
    
    Furnished herewith 19




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##### Table of Contents



SIGNATURES
  CONTINUCARE CORPORATIONDated: October 26, 2010
    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 26, 2010/s/ Fernando L. Fernandez

Fernando L. Fernandez
    
    Senior Vice President  Finance, Chief
Financial Officer, Treasurer and Secretary
(Principal Financial and Accounting Officer)
    
    October 26, 2010/s/ Robert J. Cresci

Robert J. Cresci
    
    Director
    
    October 26, 2010/s/ Neil Flanzraich

Neil Flanzraich
    
    Director
    
    October 26, 2010/s/ Phillip Frost, M.D.

Phillip Frost, M.D.
    
    Director
    
    October 26, 2010/s/ Jacob Nudel, M.D.

Jacob Nudel, M.D.
    
    Director
    
    October 26, 2010/s/ Marvin A. Sackner, M.D.

Marvin A. Sackner, M.D.
    
    Director
    
    October 26, 2010/s/ Jacqueline M. Simkin

Jacqueline M. Simkin
    
    Director
    
    October 26, 2010/s/ A. Marvin Strait

A. Marvin Strait
    
    Director
    
    October 26, 2010
 20




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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 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
 21