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) August 12, 2004
CareDecision Corporation. (OTCBB: CDED)
(Exact name of Registrant as specified in charter)
Nevada 000-33187 91-2105842
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
2660 Townsgate Road, Suite 300, Westlake Village, CA 91361
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 446-1973
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ITEM 8.01 OTHER EVENTS
CareDecision Corporation ("CareDecision" or the "Company")
[OTCBB: CDED] announced August 12, 2004 that our Board of
Directors received a proposal for a possible merger with a
division or divisions of a company with several business
interests that are similar to ours. Our Board of Directors
met Friday, August 13, 2004 to consider this and other
opportunities, some previously disclosed, with the objective
of enhancing shareholder value.
As our business focuses on the development of solutions for
wireless handheld devices, we have, from time to time,
received inquiries from other companies who desire to either
enter this segment of the technologies industry, or bolster
their existing competitive position. Our Board of Directors
has a responsibility to consider all offers and to base its
decisions on what is in the best interest of our
shareholders.
On August 18, 2004, we announced that our Board of Directors
had reviewed the above referenced merger offer, and agreed
unanimously to prepare two counteroffers with the hopes of
moving the negotiations forward toward an agreement.
Although the merger, as proposed, would increase our market
capitalization and provide for additional revenue producing
opportunities, our Board of Directors prepared these
counteroffers with the belief that the technology and
capabilities CareDecision possesses exceed this initial
offer. The Board of Directors plans to provide additional
updates as circumstances warrant and believes that a
satisfactory conclusion can be reached.
On August 25, 2004, our Board of Directors announced an
agreement to merge with Kelly Companies forming NEXT GENeSYS
Corp, with terms based on the recent CareDecision counter-
proposal, and subject only to usual and customary closing
activities. The union will create a new public company with
an increased projected market capitalization (based on
expected post merger prices).
In addition to growing the combined companies' existing
wholesale prescription drug and e-lodging businesses, NEXT
GENeSYS Corp. will initially target the 40 million minority
Americans without any presently available healthcare focus
through a direct campaign, in line with stated goals of both
State and Federal administrations, which offers prescription
support via clinics, physicians networks, and wellness
checks.
"This merger is the final element in a series of strategic
activities initiated over two years ago. In anticipation of
such a conclusion, we have conducted meetings with
government officials, major pharmaceutical companies, and
healthcare organizations encompassing more than 25,000
physicians. We have also developed significant
infrastructure related to our mail-order pharmacy through
wireless technologies", commented Ronald Kelly, the incoming
Chairman and Chief Executive Officer of NEXT GENeSYS Corp.
"We have basic agreements with multiple minority and other
client organizations, providing confidence in our ability to
achieve a significant presence in this market. Our ability
to couple wireless connectivity solutions for doctors with a
state-of-the-art e-pharmacy for direct drug distribution has
the capability to revolutionize the way we targeted
Americans receive medications.
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The Convergence of companies couples CareDecision's patents-
pending WiFi handheld technology ad installed WiFi hotel e-
business networks, with the wireless PC and PDA hardware
distribution, wholesale and mail order retail drug and
medical supply distribution, physician to-fulfillment
networks, and other wireless technology solutions brought
into the new company by the Kelly Companies. The merger
will thus create a unique wireless-centered e-business
enterprise strategically positioned to capture significant
market share by delivering affordable healthcare and related
technology products and service to both consumer and
business.
Mr. Kelly concluded, "Modernizing the healthcare system is a
priority for both Presidential candidates, and building upon
our existing base of business through this merger will
create a significant business force in accomplishing a major
delivery system improvement for American minority, uninsured
and under-insured population. Our unique solution,
combining the in-house technologies and technology
creations, coupled with our capability to distribute
prescription drugs to America's poor and under-insured at
what will be perceived as discounted prices, could
eventually allow us to transfer our unique business model
and automate the process of prescribing medicine to all
Americans."
Date: August 31, 2004.
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CareDecision Corporation
/s/ Keith Berman
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Keith Berman, CFO
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