As filed with the Securities and Exchange Commission on November 5, 1999
Registration No. 333-90313
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
------------------
POST-EFFECTIVE AMENDMENT NO. 1
TO FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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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 Directors' Stock Option Plan of CareAdvantage, Inc.
(Full title of the plan)
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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
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<TABLE>
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CALCULATION OF REGISTRATION FEE
- -------------------------------------------------------------------------------------------------------------------------------
===============================================================================================================================
<CAPTION>
Title of Shares to be Registered Amount to be Proposed Maximum Proposed Maximum Amount of
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 2,072,000 shares $.19 $393,680 $110
===============================================================================================================================
</TABLE>
(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.
<PAGE>
Item 8. Exhibits.
Exhibit
Number Description of Exhibits
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5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger &
Hollander, LLC as to legality of Shares to be issued
10 Amended and Restated Directors' 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 (incorporated by reference to Exhibit
24.1 to Registration Statement on Form S-8 (Reg. No. 333-
90313) filed with the Commission on November 4, 1999)
<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
Post-Effective Amendment No. 1 to Registration Statement No. 333-90313 to be
signed on its behalf by the undersigned, thereunto duly authorized, in the City
of Iselin, State of New Jersey, on the 5th day of November, 1999.
CAREADVANTAGE, INC.
By: /s/ David G. DeBoskey
-----------------------------------------
David G. DeBoskey, Vice President Finance
Pursuant to the requirements of the Securities Act of 1933, this
Post-Effective Amendment No. 1 to Registration Statement No. 333-90313 has been
signed by the following persons as of the date indicated below.
Signature Title Date
- --------- ----- ----
/s/ David Noone Chief Executive November 5, 1999
- ---------------------- Officer and Director
David Noone* (Principal Executive Officer)
/s/ David G. DeBoskey Vice President Finance November 5, 1999
- ---------------------- (Principal Financial and
David G. DeBoskey Accounting Officer)
/s/ William J. Marino Director November 5, 1999
- ----------------------
William J. Marino*
/s/ Robert J. Pures Director November 5, 1999
- ----------------------
Robert J. Pures*
-6-
<PAGE>
/s/ Barry Weinberg Director November 5, 1999
- -----------------------
Barry Weinberg*
/s/ Walter Channing, Jr. Director November 5, 1999
- ------------------------
Walter Channing, Jr.*
/s/ David McDonnell Director November 5, 1999
- -------------------------
David McDonnell*
*By: /s/ David G. DeBoskey November 5, 1999
-------------------------
David G. DeBoskey
Attorney-in-Fact**
**By authority of powers of attorney filed with this registration statement
c79522a.634
-7-
<PAGE>
Exhibit Index
Exhibit
Number Description of Exhibits
- ------ -----------------------
5 Opinion of Gordon, Feinblatt, Rothman, Hoffberger & Hollander,
LLC as to legality of Shares to be issued
10 Amended and Restated Directors' 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 (incorporated by reference to Exhibit 24.1
to Registration Statement on Form S-8 (Reg. No. 333-90313)
filed with the Commission on November 4, 1999)
<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
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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 Directors' 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 2,072,000 shares of common
stock, par value $.001 per share (the "Shares"), under the Company's Amended and
Restated Directors' 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
INDEPENDENT AUDITORS' CONSENT
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
