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) December 2, 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 7.01 REGULATION FD DISCLOSURE
CareDecision Corporation ("CareDecision" or the "Company")
[OTCBB: CDED] announced on December 2, 2004 via a
Preliminary Form 14-C filing that we have entered into an
Agreement and Plan of Merger (the "Agreement") as of
November 24, 2004, between CareDecision, CareGeneration,
Inc., a Nevada corporation; and includes the recent
purchases by and transfers to CareGeneration of wholesale
pharmaceutical licenses, retail pharmaceutical license
applications now in process, client lists, receivables,
business contacts and relationships and Goodwill from Kelly
Company World Group, Inc., a Delaware corporation, in a
private transaction. Specific terms of the merger can be
found in the Agreement, which was included as Appendix A to
the Preliminary Form 14-C filed with the Securities and
Exchange Commission on December 2, 2004.
Upon the effective time of the Merger, the separate
existence and corporate organization CareGeneration, Inc.
shall cease. Pharma Tech Solutions, Inc., currently a
wholly-owned subsidiary of CareDecision, will be the
surviving corporation of the Merger, shall possess the
rights, privileges, powers and franchises, and be subject to
all the restrictions, disabilities and duties of, the
constituent corporations in the manner specified under the
Nevada Revised Statutes of the State of Nevada. Pharma Tech
Solutions, Inc. Directors shall maintain their respective
current positions, and Mr. Ronald Kelly from Kelly Company
World Group, Inc. shall be elected as director of the
surviving corporation and CareDecision. In addition, Kelly
Company World Group, Inc. and CareDecision shall each elect
one representative to the Board of Directors of the
surviving corporation, and collectively Pharma Tech
Solutions, Inc. directors and Mr. Kelly shall cause two
outside directors to be elected within sixty days of the
effective date of the Agreement.
Date: December 7, 2004.
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CareDecision Corporation
/s/ Keith Berman
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Keith Berman, CFO
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