Registration No. 333-90313
As filed wth the Securities and Exchange Commission on May 18, 2006
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
___________________________
Post Effective Amendment No. 1 to Form S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
___________________________
CAREADVANTAGE, INC.
(Exact Name of Registrant as Specified in Its Charter)
Delaware | 52-1849794 |
(State or other jurisdiction of | (I.R.S. Employer Identification |
incorporation or organization | Number) |
485-C Route 1
South Iselin, New Jersey 08830
(732) 362-5000
(Address, including zip code, and telephone number, including area code, of registrant's principal executive offices)
RESTATED AND AMENDED DIRECTORS’ STOCK OPTION PLAN OF
CAREADVANTAGE, INC.
(Full title of the plan)___________________________
Dennis J. Mouras, Chief Executive Officer
CareAdvantage, Inc.
485-C Route One South
Iselin, New Jersey 08830
(732) 362-5000
(Name, address, including zip code, and telephone number, including area code, of agent for service)___________________________
Copies to:
Abba David Poliakoff, Esquire
Michele L. Bresnick, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4067___________________________
| CALCULATION OF REGISTRATION FEE |
| Title of Shares to be Registered | Amount to be Registered(1) | Proposed Maximum Offering Price Per Share(2) | Proposed Maximum Aggregate Offering Price(1)(2) | Amount of Registration Fee |
Common Stock, par value $.001 per share | 1,928,000 | $.015 | $28,920 | $3.10 |
(1) Plus such additional number of Shares as may become issuable by operation of the anti-dilutional provisions of the plan.
| (2) | Estimated solely for purposes of determining the registration fee. The proposed maximum aggregate offering price per Share has been computed pursuant to Rule 457(h) based upon the based upon the market price of the Shares on May 12, 2006. |
EXPLANATORY NOTE
This Post-Effective Amendment No. 1 to the Registration Statement on Form S-8 of CareAdvantage, Inc. (the "Registrant") is being filed pursuant to General Instruction E of Form S-8 in connection with the registration of an additional 1,928,000 shares of the Registrant's common stock, $0.001 par value ("Common Stock"). The contents of the Registration Statement on Form S-8 (File No. 333-90313), filed by the Registrant with the Securities and Exchange Commission on November 4, 1999 under which 2,072,000 shares of Common Stock were registered for issuance (“Original Registration Statement”), are incorporated by reference except to the extent supplemented, amended or superseded by the information set forth herein. Only those Items on Form S-8 containing new information not contained in the earlier registration statement are presented herein.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
| | 5.1 | Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as to legality of Shares to be issued ** |
| | 10.1 | Restated and Amended Directors’ Stock Option Plan of CareAdvantage, Inc. (incorporated by reference to Exhibit B to the Company's definitive Information Statement filed on June 7, 1999). |
| | 10.2 | Form of Stock Option Agreement under Restated an Amended Directors’ Stock Option Plan of CareAdvantage, Inc. (incorporated by reference to Exhibit B of the Company's definitive Information Statement filed on June 7, 1999). |
| | 23.1 | Consent of Eisner LLP ** |
| | 23.2 | Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC (included in their opinion in Exhibit 5)** |
| | 24 | Powers of Attorney (included on the signature page of the Original Registration Statement). |
__________________
** Filed herewith
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post Effective Amendment to Form S-8 Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Iselin, State of New Jersey, on the 16th day of May, 2006.
| | | CAREADVANTAGE, INC. |
| | | |
| | | By: /s/ Dennis J. Mouras |
| | | Dennis J. Mouras, |
| | | Chief Executive Officer |
Pursuant to the requirements of the Securities Act of 1933, this Registration Statement has been signed by the following persons in their capacities as indicated below on May 16, 2006.
/s/ Dennis J. Mouras
Dennis J. Mouras, Chief Executive Officer,
acting Principal Financial Officer and Director
/s/ David J. McDonnell
David J. McDonnell, Director
/s/ David G. Noone
David G. Noone, Director
Exhibit Index
Exhibit
Number Description of Exhibits
| | 5.1 | Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC as to legality of Shares to be issued ** |
| | 10.1 | Restated and Amended Directors’ Stock Option Plan of CareAdvantage, Inc. (incorporated by reference to Exhibit B to the Company's definitive Information Statement filed on June 7, 1999). |
| | 10.2 | Form of Stock Option Agreement under Restated an Amended Directors’ Stock Option Plan of CareAdvantage, Inc. (incorporated by reference to Exhibit B of the Company's definitive Information Statement filed on June 7, 1999). |
| | 23.1 | Consent of Eisner LLP ** |
| | 23.2 | Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander, LLC (included in their opinion in Exhibit 5)** |
| | 24 | Powers of Attorney (included on the signature page of the Original Registration Statement). |
__________________
** Filed herewith
