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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT PURSUANT TO
SECTION 13 OR 15(d) OF
THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) September 29, 2004
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CAREADVANTAGE, INC.
(Exact name of Registrant as specified in charter)
Delaware 0-26168 52-1849794
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) file number) Identification No.)
485-C Route 1 South
Iselin, New Jersey 08830
(732) 602-7000
(Address, including zip code and telephone number, including
area code, of Registrant's principal executive offices)
Not Applicable
(Former name or former address of Registrant, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to
simultaneously satisfy the filing obligations of the registrant under any of the
following provisions:
__ Written communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
__ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
__ Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange
Act (17 CFR 240.14d-2(b))
__ Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange
Act (17 CFR 240.13e-4(c))
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Item 1.01 Entry into a Material Definitive Agreement
On September 29, 2004, CareAdvantage, Inc. (the "Company") entered into a
Settlement Agreement with Horizon Blue Cross Blue Shield of New Jersey ("Horizon
BCBSNJ") resolving all outstanding litigation between the parties.
Under the terms of the Settlement Agreement, Horizon BCBSNJ agreed to (i)
pay the Company $500,000 within five days of the execution of the Settlement
Agreement, and (ii) to assign and transfer to the Company all right, title and
interest in and to all 53,394,820 shares of common stock, par value $.001 per
share, of the Company held by Horizon BCBSNJ within five days of the execution
of the Settlement Agreement. Horizon BCBSNJ also agreed to procure the
resignations of Patrick J. Geraghty and Christine L. Nelson, the two Horizon
BCBSNJ-nominated members of the Company's Board of Directors.
A copy of the Settlement Agreement is attached hereto as Exhibit 10.1 and
is incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits
(c) Exhibits.
Exhibit No. Description
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10.1 Settlement Agreement between CareAdvantage,
Inc. and Horizon Blue Cross Blue Shield of
New Jersey
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
CAREADVANTAGE, INC.
Date: September 30, 2004 By: /s/ Dennis J. Mouras
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Dennis J. Mouras,
Chief Executive Officer
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EXHIBIT INDEX
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Exhibit No. Description
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10.1 Settlement Agreement between CareAdvantage,
Inc. and Horizon Blue Cross Blue Shield of
New Jersey
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