CAREADVANTAGE INC
8-K, 2000-12-13
MANAGEMENT SERVICES
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                       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 5, 2000
                                                         ----------------



                               CAREADVANTAGE, INC.
               (Exact name of Registrant as specified in charter)



           Delaware                      0-26168              52-1849794
(State or other jurisdiction of  (Commission File Number) (I.R.S. Employer
 incorporation or organization)                           Identification Number)



                               485 C Route 1 South
                            Iselin, New Jersey 08830
                                 (732) 602-7000
   (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)



<PAGE>


                    INFORMATION TO BE INCLUDED IN THE REPORT


Item 5.  Other Events

         On December 5, 2000, CareAdvantage, Inc. (the "Company") announced that
it entered into a Debt  Satisfaction  Agreement to convert  approximately  $1.58
million in indebtedness owed to Horizon Blue Cross and Blue Shield of New Jersey
("BCBS") and Horizon  Healthcare of New Jersey,  Inc. into the Company's  common
stock  ("Healthcare").  BCBS is one of the Company's major  stockholders  owning
approximately 45% of its currently outstanding common stock.

         Further  information  regarding the Debt Satisfaction  Agreement is set
forth in the press release attached hereto as Exhibit 99.1.

Item 7.  Financial Statements and Exhibits

(c)      Exhibits

          10.1     Debt  Satisfaction  Agreement  among  Horizon Blue Cross Blue
                   Shield of New Jersey, Horizon Healthcare of New Jersey, Inc.,
                   and CareAdvantage, Inc.
          99.1     Press  Release  dated  December  5, 2000  regarding  the Debt
                   Satisfaction Agreement.

<PAGE>





                                   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: December 13, 2000                    By: /s/ David G. Noone
                                               ---------------------------------
                                               David G. Noone
                                               Chief Executive Officer






<PAGE>


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