As filed with the Securities and Exchange Commission on November 4, 1999
Registration No. 333-_______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------------------
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 of incorporation) (I.R.S. Employer Identification
Number)
485-C Route One South
Iselin, New Jersey 08830
(Address of Principal Executive Offices) (Zip Code)
Amended and Restated Stock Option Plan of CareAdvantage, Inc.
(Full title of the plan)
----------------
David Noone, Chief Executive Officer
CareAdvantage, Inc.
485-C Route One South
Iselin, New Jersey 08830
(732) 602-7000.
(Name, address, including zip code, and telephone number, including area
code, of agent for service)
----------------------
Copies to:
Abba David Poliakoff, Esquire
Gordon, Feinblatt, Rothman,
Hoffberger & Hollander, LLC
233 E. Redwood Street
Baltimore, Maryland 21202
(410) 576-4000
------------------
<TABLE>
<CAPTION>
=================================================================================================================
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
=================================================================================================================
Title of Shares to be Amount to be Proposed Maximum Proposed Maximum Amount of
Registered Registered(1) Offering Price Per Aggregate Offering Registration Fee
Share(2) Price(2)
<S> <C> <C> <C> <C>
Common Stock,
par value $.001 per share 18,648,000 shares $.19 $3,543,120 $985
=================================================================================================================
<FN>
(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 market price of the Shares as of
November 1, 1999.
</FN>
</TABLE>
<PAGE>
PART I. INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTU
The documents containing information specified in Part I (plan
information and registrant information) will be sent or given to employees as
specified by Rule 428 under the Securities Act of 1933, as amended (the
"Securities Act"). Such documents need not be filed with the Commission either
as part of this Registration Statement or as prospectuses or prospectus
supplements pursuant to Rule 424 under the Securities Act. These documents and
the documents incorporated by reference in this Registration Statement pursuant
to Item 3 of Part II of this Registration Statement, taken together, constitute
a prospectus that meets the requirements of Section 10(a) of the Securities Act.
PART II. INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Certain Documents by Reference.
The following documents previously filed with the Securities and
Exchange Commission (the "Commission") by CareAdvantage, Inc. (the "Company")
pursuant to the Securities Exchange Act of 1934, as amended (the "Exchange Act")
are, as of their respective dates, hereby incorporated by reference in this
Registration Statement:
(i) Annual Report on Form 10-KSB for the fiscal year ended
October 31, 1998.
(ii) Transition Report on Form 10-KSB for the period from
November 1, 1998 to December 31, 1998.
(iii) Quarterly Reports on Form 10-QSB for the quarters ended
January 31, 1999, April 30, 1999 and June 30, 1999.
(iv) Current Report on Form 8-K dated June 7, 1999 and filed
on June 18, 1999.
(v) Current Report on Form 8-K/A dated June 8 and filed on June
25, 1999.
(vi) The Company's definitive Information Statement for the Annual
Meeting of Shareholders on July 7, 1999,filed on June 7, 1999.
(vii) The description of the Company's Common Stock
contained in its Registration Statement on Form 8-A filed
June 5, 1995 (File No. 0-26168) and any amendments or
reports filed for the purpose of updating such description.
All other documents filed by the Company with the Commission pursuant
to Sections 13(a), 13(c), 14 or 15(d) of the Exchange Act subsequent to the date
of this Prospectus and prior to the filing of a post-effective amendment which
indicates that all of the Company's shares of Common Stock, par value $.001 per
share (the "Shares"), offered hereby have been sold or that all Shares then
remaining unsold have been deregistered shall be deemed to be incorporated by
reference in and made a part of this Registration Statement from the date of
filing of such documents. Any statement contained in a document incorporated or
deemed to be incorporated by reference herein
<PAGE>
shall be deemed to be modified or superseded for purposes of this Prospectus to
the extent that a statement contained herein or in a document subsequently filed
modifies or supersedes such statement. Any statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
Item 4. Description of Shares.
Not applicable
Item 5. Interests of Named Experts and Counsel
Not applicable.
Item 6. Indemnification of Directors and Officers.
Article TENTH of the Company's Certificate of Incorporation, as
amended, and Article IV of the Company's Amended and Restated Bylaws provide for
the indemnification of directors, officers, employees and agents to the fullest
extent permitted by Section 145 of the General Corporation Law of the State of
Delaware, as amended from time to time.
Section 145 of the General Corporation Law of the State of Delaware
permits a corporation, under specified circumstances, to indemnify its
directors, officers, employees or agents against expenses (including attorney's
fees), judgments, fines and amounts paid in settlement actually and reasonably
incurred by them in connection with any action, suit or proceeding brought by
third parties by reason of the fact that they were or are directors, officers,
employees or agents of the corporation, if such directors, officers, employees
or agents acted in good faith and in a manner they reasonably believed to be in
or not opposed to the best interests of the corporation and, with respect to any
criminal action or proceeding, had no reason to believe their conduct was
unlawful. In a derivative action, i.e., one by or in the right of the
corporation, indemnification may be made only for expenses actually and
reasonably incurred by directors, officers, employees or agents in connection
with the defense or settlement of an action or suit, and only with respect to a
matter as to which they shall have acted in good faith and in a manner they
reasonably believed to be in or not opposed to the best interests of the
corporation, except that no indemnification shall be made if such person shall
have been adjudged liable to the corporation, unless and only to the extent that
the court in which the action or suit was brought shall determine upon
application that the defendant directors, officers, employees or agents are
fairly and reasonably entitled to indemnity for such expenses despite such
adjudication of liability.
The indemnification provided by the Certificate and the By-Laws shall
not be deemed exclusive of any other rights to which any of those seeking
indemnification or advancement of expenses may be entitled under any by-law,
agreement, vote of shareholders or disinterested directors or otherwise, both as
to action in such person's official capacity and as to action in another
capacity while holding such office, and shall continue as to a person who has
ceased to be a
- 2 -
<PAGE>
director, officer, employee or agent and shall inure to the benefit of the
heirs, executors and administrators of such a person.
Article NINTH of the Company's Certificate of Incorporation, as
amended, provides that the Company's directors shall not be personally liable to
the Company or its stockholders for monetary damages for breach of fiduciary
duty as a director, except for liability: (a) for any breach of the duty of
loyalty to the Company or its stockholders, (b) for acts or omissions not in
good faith or which involve intentional misconduct or a knowing violation of
law, (c) under Section 174 of the General Corporation Law of the State of
Delaware, which makes directors liable for unlawful dividends or unlawful stock
repurchases or redemptions, or (d) for transactions from which directors derive
improper personal benefit.
The Company also maintains director and officer insurance coverage.
Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted of directors and officers of the Company pursuant
to the foregoing provisions or otherwise, the Company has been advised that,
although the validity and scope of the governing statute has not been tested in
court, in the opinion of the Commission, such indemnification is against public
policy as expressed in such Act and is, therefore, unenforceable. In addition,
indemnification may be limited by state securities laws.
Item 7. Exemption from Registration Claimed.
Not applicable.
- 3 -
<PAGE>
<TABLE>
<CAPTION>
Item 8.Exhibits.
Exhibit
Number Description of Exhibits
------ -----------------------
<S> <C>
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC as to legality of Shares to be issued
10 Amended and Restated Stock Option Plan of
CareAdvantage, Inc. (incorporated by reference to
the Company's definitive Information Statement filed
on June 7, 1999)
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC (included in their opinion in
Exhibit 5)
23.2 Consent of Richard A. Eisner & Company LLP,
independent certified public accountants
24.1 Powers of Attorney (included on the signature page
of this Registration Statement)
</TABLE>
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file, during any period in which offers or sales are being made,
a post-effective amendment to this registration statement to include any
material information with respect to the plan of distribution not previously
disclosed in the registration statement or any material change to such
information in the registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein, and the
offering of such securities at that time shall be deemed to be the initial bona
fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the termination of
the offering.
(b) The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, each filing of the
Registrant's annual report pursuant to Section 13(a) or 15(d) of the Securities
Exchange Act of 1934 that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement relating to the
securities offered therein, and the offering of such securities at that time
shall be deemed to be the initial bona fide offering thereof.
- 4 -
<PAGE>
(c) Insofar as indemnification for liabilities arising under the Securities Act
of 1933 may be permitted to directors, officers and controlling persons of the
registrant pursuant to the foregoing provisions, or otherwise, the registrant
has been advised that in the opinion of the Securities and Exchange Commission
such indemnification is against public policy as expressed in the Act and is,
therefore, unenforceable. In the event that a claim for indemnification against
such liabilities (other than the payment by the registrant of expenses incurred
or paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
- 5 -
<PAGE>
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 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 25th day of
October, 1999.
CAREADVANTAGE, INC.
By:/s/David Noone
------------------------------------------
David Noone, Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL MEN BY THESE PRESENTS, that each person whose signature
appears below constitutes and appoints David Noone and David G. DeBoskey, and
each of them individually, his true and lawful attorney-in-fact and agent, with
full power of substitution and revocation, for him and in his name, place and
stead, in any and all capacities, to sign any and all amendments (including
post-effective amendments) to this Registration Statement on Form S-8, and to
file the same, with all exhibits thereto, and other documents in connection
therewith, with the Securities and Exchange Commission, granting unto said
attorneys-in-fact and agents, and each of them, full power and authority to do
and perform each and every act and thing requisite and necessary to be done in
connection therewith, as fully to all intents and purposes as he might or could
do in person, hereby ratifying and confirming all that said attorneys-in-fact
and agents, or either of them, may lawfully do or cause to be done.
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons as of the date
indicated below.
<TABLE>
<CAPTION>
Signature Title Date
- --------- ----- ----
<S> <C> <C>
/s/David Noone Chief Executive October 25, 1999
- --------------------------- Officer and Director
David Noone (Principal Executive Officer)
/s/David G. DeBoskey Vice President Finance October 25, 1999
- --------------------------- (Principal Financial and
David G. DeBoskey Accounting Officer)
/s/ William J. Marino Director October 25, 1999
- ---------------------------
William J. Marino
/s/ Robert J. Pures
- --------------------------- Director October 25, 1999
Robert J. Pures
- 6 -
<PAGE>
/s/ Barry Weinberg Director October 25, 1999
- ---------------------------
Barry Weinberg
/s/ Walter Channing, Jr. Director October 25, 1999
- ---------------------------
Walter Channing, Jr.
/s/ David McDonnell Director October 25, 1999
- ---------------------------
David McDonnell
</TABLE>
- 7 -
<PAGE>
<TABLE>
<CAPTION>
Exhibit Index
Exhibit
Number Description of Exhibits
- ------ -----------------------
<S> <C>
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued
10 Amended and Restated Stock Option Plan of CareAdvantage Inc.
(incorporated by reference to the Company's definitive
Information Statement filed on June 7, 1999)
23.1 Consent of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC (included in their opinion in Exhibit 5)
23.2 Consent of Richard A. Eisner & Company, LLP, independent
certified public accountants
24.1 Powers of Attorney (included on the signature page of this
Registration Statement)
</TABLE>
<PAGE>
Exhibit 5
<PAGE>
LAW OFFICES
GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
THE GARRETT BUILDING
233 EAST REDWOOD STREET
BALTIMORE, MARYLAND 21202-3332
410-576-4000
------------
Telex 908041 BAL
Fax 410-576-4246
November 4, 1999
CareAdvantage, Inc.
485-C Route 1 South
Iselin, New Jersey 08830
Re: CareAdvantage, Inc.
Registration Statement on Form S-8 for the Amended
and Restated Stock Option Plan of CareAdvantage, Inc.
Ladies and Gentlemen:
We have acted as counsel to CareAdvantage, Inc. (the "Company"), in
connection with the issuance by the Company of up to 18,648,000 shares of common
stock, par value $.001 per share (the "Shares"), under the Company's Amended and
Restated Stock Option Plan (the "Plan"), pursuant to the above-referenced
Registration Statement (the "Registration Statement") under the Securities Act
of 1933, as amended (the "Securities Act"), filed on this date by the Company
with the Securities and Exchange Commission (the "Commission").
We have examined copies of (i) the Certificate of Incorporation of the
Company, as amended (the "Charter"), (ii) the Bylaws of the Company, (iii) the
Plan, and (iv) resolutions adopted by the Board of Directors of the Company
relating to the matters referred to herein. We have also examined the
Registration Statement and Exhibits thereto (collectively, with the documents
described in the preceding sentence, referred to as the "Documents").
In expressing the opinions set forth below, we have assumed, and so far
as is known to us there are no facts inconsistent therewith, that all Documents
submitted to us as originals are authentic, all documents submitted to us as
certified or photostatic copies conform to the original documents, all
signatures on all such Documents are genuine, all public records reviewed or
relied upon by us or on our behalf are true and complete, and all statements and
information contained in the Documents are true and complete.
<PAGE>
Based on the foregoing, it is our opinion that Shares sold by the
Company to participants under the Plan, upon receipt of the consideration
required to be paid therefor, will be duly and validly issued, fully paid and
nonassessable.
The foregoing opinion is limited to the laws of the General
Corporations Law of the State of Delaware and of the United States of America
and we do not express any opinion herein concerning any other law. We assume no
obligation to supplement this opinion if any applicable law changes after the
date hereof or if we become aware of any fact that might change the opinion
expressed herein after the date hereof.
This opinion is being furnished to you for your benefit, and may not be
relied upon by any other person without our prior written consent.
We hereby consent to the filing of this opinion as an exhibit to the
Registration Statement and to the use of the name of our firm therein. In giving
this opinion, we do not admit that we are within the category of persons whose
consent is required by Section 7 of the Securities Act.
Very truly yours,
/s/ GORDON, FEINBLATT, ROTHMAN, HOFFBERGER & HOLLANDER, LLC
GORDON, FEINBLATT, ROTHMAN,
HOFFBERGER & HOLLANDER, LLC
<PAGE>
Exhibit 23.2
<PAGE>
CONSENT OF INDEPENDENT CERTIFIED PUBLIC ACCOUNTANTS
We consent to the incorporation by reference in the Registration Statement on
Form S-8 of our report dated November 25, 1998 (January 26, 1999 as to Note N)
on our audit of the financial statements of CareAdvantage, Inc. included in the
Annual Report on Form 10-KSB for the year ended October 31, 1998 and our report
dated July 30, 1999 on the audited financial statements of CareAdvantage, Inc.
included in the Transition Report on Form 10-KSB for the two months ended
December 31, 1998.
/s/ Richard A. Eisner & Company, LLP
New York, New York
November 1, 1999
