U. S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
CareDecision Corporation
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(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
NEVADA 91-2105842
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(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER
INCORPORATION OR ORGANIZATION) IDENTIFICATION NO.)
2660 Townsgate Rd., Ste. 300, Westlake Village, CA 91361
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 446-1973
Consulting Agreements Between
The Company and Dr. Joseph A. Wolf, Leslie-Michelle Abraham,
Thomas Chillemi, Anthony Quintiliana and Barbara Asbell.
(Full title of the plans)
Corporate Agents of Nevada, Inc.
4955 S. Durango Drive, Suite 216
Las Vegas, Nevada 89113
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(Name and address of agent for service)
(702) 948-7501
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(TELEPHONE NUMBER, INCLUDING AREA CODE, OF AGENT FOR SERVICE)
COPIES OF COMMUNICATIONS TO:
Thomas C. Cook, Esq.
The Law Offices of Thomas C. Cook, Ltd.
2921 N. Tenaya Way, Suite 234
Las Vegas, Nevada 89128
(702) 952-8519
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CALCULATION OF REGISTRATION FEE
Proposed Proposed
Title of maximum maximum
securities Amount offering aggregate Amount of
to be to be price offering registration
registered registered per unit price fee1
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Common Stock, 1,750,000 Shares $0.06 $105,000 $13.30
par value,
$.001 per share
Options to
purchase 5,250,000 Options $0.06 $315,000 $39.91
Common Stock, to purchase shares
par value,
$.001 per share
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1 Estimated solely for purposes of calculating the registration
fee. Calculated in accordance with Rule 457(c) under the
Securities Act of 1933 based upon the average of the bid and asked
price of Common Stock of CareDecision Corporation as reported on
the NASD over-the-counter bulletin board on January 30, 2004.
PART I
Information Required in the Section 10(a) Prospectus
Item 1. Plan Information
The Company is offering options to purchase shares of its common
stock to five (5) individuals for consulting services on the
Company's behalf. This registration of these options is being made
pursuant to the consulting agreements between the Company and each
of the five individuals. The Company has equated this number of
shares to the value of the consulting services provided or to be
provided by these individuals. The shares underlying the options
referenced herein will not be subject to any resale restrictions.
The following individuals will receive the option to purchase the
number of shares listed next to his/her name at the price of
$0.04/share:
Barbara Asbell 1,250,000
Joseph Wolf 1,150,000
Leslie-Michelle Abraham 1,000,000
Thomas Chillemi 1,250,000
Anthony Quintiliana 600,000
The Company is offering shares of its common stock to one (1)
individual for consulting services on the Company's behalf. This
issuance of shares is being made pursuant to the consulting
agreement between the Company and the individual. The Company has
equated this number of shares to the value of the consulting
services provided or to be provided by this individual. The shares
issued hereunder will not be subject to any resale restrictions.
The following individual will receive the number of shares listed
next to her name:
Barbara Asbell 1,750,000
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PART II
Information Required in the Registration Statement
ITEM 3. INCORPORATION OF CERTAIN DOCUMENTS BY REFERENCE
The following documents, filed with the Securities and Exchange
Commission (the "Commission") by CareDecision Corporation, a Nevada
corporation (the "Company"), are incorporated herein by reference:
(a) The registrant's Articles of Incorporation filed on March
2, 2001 and Amended Articles of Incorporation filed on May 9,
2001 and August 2, 2002;
(b) The registrant's By-Laws adopted on March 16, 2001;
(c) All other reports of the Company filed pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 since
the end of the quarter ended March 31, 2003;
(d) The consulting Agreements, which allow for additional
issuances of options, of Joseph Wolf, Leslie-Michelle Abraham,
Thomas Chillemi and Anthony Quintiliana that were filed with
the S-8 Registration Statement dated 8/14/03.
(e) All documents subsequently filed by the registrant pursuant to
sections 13(a), 13(c), 14 and 15(d) of the Exchange Act during
the effectiveness of this registration statement.
ITEM 4. DESCRIPTION OF SECURITIES.
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL.
5,250,000 shares registered herein are being registered pursuant to
options granted under consulting agreements. 1,750,000 shares
registered herein are being registered pursuant to a consulting
agreement. Neither the Registrant's Accountants nor any other
experts named in the registration statement have any equity or other
interest in the Registrant.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS.
THE ARTICLES OF INCORPORATION OF THE COMPANY PROVIDE FOR INDEMNIFICATION
OF EMPLOYEES AND OFFICERS IN CERTAIN CASES. INSOFAR AS INDEMNIFICATION
FOR LIABILITIES ARISING UNDER THE SECURITIES ACT OF 1933 MAY BE
PERMITTED TO DIRECTORS, OFFICERS OR PERSONS CONTROLLING THE COMPANY
PURSUANT TO THE FOREGOING PROVISIONS, THE COMPANY HAS BEEN INFORMED THAT
IN THE OPINION OF THE SECURTIES AND EXCHANGE COMMISSION SUCH
INDEMNIFICATION IS AGAINST PUBLIC POLICY AS EXPRESSED IN THE ACT AND IS
THEREFORE UNENFORCEABLE.
In addition, Section 78.751 of the Nevada General Corporation Laws
provides as follows: 78.751 Indemnification of officers, directors,
employees and agents; advance of expenses.
1. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action, suit or proceeding, whether civil, criminal,
administrative or investigative, except an action by or in the
right of the corporation, by reason of the fact that he is or was a
director, officer, employee or agent of the corporation, or is or
was serving at the request of the corporation as a director,
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officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise, against expenses,
including attorney's fees, judgments, fines and amounts paid in
settlement actually and reasonably incurred by him in connection
with the action, suitor proceeding if he acted in good faith and in
a manner which he 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 reasonable cause to believe
his conduct was unlawful. The termination of any action, suit or
proceeding by judgment, order, settlement, conviction, or upon a
plea of nolo contendere or its equivalent, does not, of itself,
create a presumption that the person did not act in good faith and
in a manner which he reasonably believed to be in or not opposed to
the best interests of the corporation, and that, with respect to
any criminal action or proceeding, he had reasonable cause to
believe that his conduct was unlawful.
2. A corporation may indemnify any person who was or is a party or
is threatened to be made a party to any threatened, pending or
completed action or suit by or in the right of the corporation to
procure a judgment in its favor by reason of the fact that he is or
was a director, officer, employee or agent of the corporation, or
is or was serving at the request of the corporation as a director,
officer, employee or agent of another corporation, partnership,
joint venture, trust or other enterprise against expenses,
including amounts paid in settlement and attorneys' fees actually
and reasonably incurred by him in connection with the defense or
settlement of the action or suit if he acted in good faith and in a
manner which he reasonably believed to be in or not opposed to the
best interests of the corporation.
Indemnification may not be made for any claim, issue or matter as
to which such a person has been adjudged by a court of competent
jurisdiction, after exhaustion of all appeals therefrom, to be
liable to the corporation or for amounts paid in settlement to the
corporation, unless and only to the extent that the court in which
the action or suit was brought or other court of competent
jurisdiction determines upon application that in view of all the
circumstances of the case, the person is fairly and reasonably
entitled to indemnity for such expenses as the court deems proper.
3. To the extent that a director, officer, employee or agent of a
corporation has been successful on the merits or otherwise in
defense of any action, suit or proceeding referred to in
subsections 1 and 2, or in defense of any claim, issue or matter
therein, he must be indemnified by the corporation against
expenses, including attorneys' fees, actually and reasonably
incurred by him in connection with the defense.
4. Any indemnification under subsections 1 and 2, unless ordered
by a court or advanced pursuant to subsection 5, must be made by
the corporation only as authorized in the specific case upon a
determination that indemnification of the director, officer,
employee or agent is proper in the circumstances. The determination
must be made: (a) By the stockholders: (b) By the board of
directors by majority vote of a quorum consisting o directors who
were not parties to act, suit or proceeding; (c) If a majority vote
of a quorum consisting of directors who were not parties to the
act, suit or proceeding so orders, by independent legal counsel in
a written opinion; or (d) If a quorum consisting of directors who
were not parties to the act, suit or proceeding cannot to obtained,
by independent legal counsel in a written opinion; or
5. The Articles of Incorporation, the Bylaws or an agreement made
by the corporation may provide that the expenses of officers and
directors incurred in defending a civil or criminal, suit or
proceeding must be paid by the corporation as they are incurred and
in advance of the final disposition of the action, suit or
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proceeding, upon receipt of an undertaking by or on behalf of the
director or officer to repay the amount if it is ultimately
determined by a court of competent jurisdiction that he is not
entitled to be indemnified by corporation. The provisions of this
subsection do not affect any rights to advancement of expenses to
which corporate personnel other than the directors or officers may
be entitled under any contract or otherwise by law.
6. The indemnification and advancement of expenses authorized in
or ordered by a court pursuant to this section: (a) Does not
exclude any other rights to which a person seeking indemnification
or advancement of expenses may be entitled under the articles of
incorporation or any bylaw, agreement, vote of stockholders or
disinterested directors or otherwise, for either an action in his
official capacity or an action in another capacity while holding
his office, except that indemnification, unless ordered by a court
pursuant to subsection 2 or for the advancement of expenses made
pursuant to subsection 5, may not be made to or on behalf of any
director or officer if a final adjudication establishes that his
act or omissions involved intentional misconduct, fraud or a
knowing violation of the law and was material to the cause of
action. (b) Continues for a person who has ceased to be a director,
officer, employee or agent and endures to the benefit of the heirs,
executors and administrators of such a person. Insofar as
indemnification for liabilities arising under the Securities Act
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 Securities 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 Securities Act
and will be governed by the final adjudication of such issue.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED.
Not applicable.
ITEM 8. EXHIBITS.
4.11 - CareDecision Corporation resolution authorizing the
issuance of shares.
4.12 - Consulting Agreement between CareDecision Corporation
and Barbara Asbell.
5.3 - Opinion of Law Office of Thomas C. Cook, Ltd.
23.3 - Consent of Thomas C. Cook and Associates, Ltd.
(included in Exhibit 5).
23.4 - Consent of G. Brad Beckstead, CPA
24.3 - Power of Attorney (included in signature page).
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ITEM 9. UNDERTAKINGS.
(a) The undersigned Company 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 Company hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933, each
filing of the Company's annual report pursuant to Section 13(a) or
Section 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual report
pursuant to Section 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.
(c) Insofar as indemnification for liabilities arising under
Securities Act of 1933 may be permitted to directors, officers, and
controlling persons of the Company pursuant to the foregoing
provisions, or otherwise, the Company 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 payment by the
Company of expenses paid or incurred by a director, officer or
controlling person of the Company 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 Company 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.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the
Company 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 Westlake
Village, the State of California, on this 5th day of February,
2004.
CareDecision Corporation
By: /s/ Robert Cox
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Robert Cox, President
Pursuant to the requirements of the Securities Act of 1933, the
following persons in the capacities and on the dates indicated have
signed this Registration Statement:
February 5, 2004
/s/ Robert Cox
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Robert Cox
President and Director
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