===================================================================== 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) January 10, 2005 ---------------- ------------------- 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) 362-5000 (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)) ===================================================================== 1 Item 1.01 Entry into a Material Definitive Agreement On January 10, 2005, CareAdvantage, Health Systems, Inc. ("CAHS"), a subsidiary of CareAdvantage, Inc. (the "Registrant"), entered into a Second Amendment to Lease Agreement ("Lease Amendment") with Corporate Plaza Associates, L.L.C. ("Landlord"). Commencing January 1, 2005, the Lease Amendment amends the original lease agreement dated April 14, 1995 between CAHS and the Landlord's predecessor in interest, as modified by the Lease Extension and Modification Agreement to Lease dated October 31, 2000 (collectively the "Lease"), to provide for the conditional reduction in base rent and the conditional waiver of electric charges, expense escalation and real estate tax escalation payments, and to provide the Landlord with the option to recapture up to 50% of the leased premises. The expiration date of the Lease, March 31, 2011, remains unchanged by the Lease Amendment. The Registrant executed the Lease Amendment to guaranty the terms and conditions of the Lease Amendment and to ratify and confirm its obligations to guaranty the terms of the Lease. A copy of the Lease Amendment 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 ----------- ----------- 10.1 Second Amendment to Lease Agreement between CareAdvantage Health Systems, Inc. and Corporate Plaza Associates, L.L.C. 2 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: January 11, 2005 By:/s/ Dennis J. Mouras ------------------------------ Dennis J. Mouras, Chief Executive Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 10.1 Second Amendment to Lease Agreement between CareAdvantage Health Systems, Inc. and Corporate Plaza Associates, L.L.C.