Attached files
| file | filename |
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| EX-10.1 - CAREADVANTAGE INC | v195762_ex10-1.htm |
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) August 30,
2010
CAREADVANTAGE,
INC.
(Exact
name of Registrant as specified in charter)
|
Delaware
|
0-26168
|
22-3326528
|
|
(State
or other jurisdiction
|
(Commission
|
(I.R.S.
Employer
|
|
of
incorporation)
|
file
number)
|
Identification
No.)
|
485-A
Route 1 South
Suite
200
Iselin,
New Jersey 08830
(732)
362-5000
(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)
Check the
appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligations of the registrant under any of the following
provisions:
o Written
communications pursuant to Rule 425 under the Securities Act (17 CFR
230.425)
o Soliciting
material pursuant to Rule 14a-12 under the Exchange Act (17 CFR
240.14a-12)
o Pre-commencement
communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement
communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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Item
1.02
|
Termination
of a Material Definitive Agreement.
|
On August 30, 2010, CareAdvantage, Inc.
(the “Company”) received a letter dated August 30, 2010, from Blue Cross and
Blue Shield of Texas (“BCBSTX”) stating that “In accordance with Section 5.2.2,
“Termination Without Cause,” of the Service and License Agreement between
CareAdvantage, Inc. . . . and Blue Cross and Blue Shield of Texas, a division of
Health Care Service Corporation, a Mutual Legal Reserve Company . . . effective
August 15, 2003 (the “Agreement”), this letter serves as ninety (90) days prior
written notice of BCBSTX’s intent to terminate the Agreement effective November
30, 2010.”
A copy of this letter is filed as
Exhibit 10.1 and incorporated herein by reference.
On August 25, 2010, Dennis Mouras, the
Company’s President and Chief Executive Officer, met with three officers of
Health Care Service Corporation (“HCSC”) and/or BCBSTX:, J. Darren Rodgers,
President, Texas Division and Southwest Region, HCSC; Carolyn Dawson, DSVP
Enterprise Health Care Management, HCSC; and Cynthia A. Johnson, Vice President,
Health Care Clinical Operations, BCBSTX (collectively, the “HCSC-BCBSTX
Officers”).
At this meeting the HCSC-BCBSTX
Officers advised Mr. Mouras that, in the interests of providing consistency
across its business units, HCSC determined that beginning in 2011 BCBSTX, one of
four Blue Cross and Blue Shield plans it owns (the others are Blue Cross Blue
Shield of Illinois, Blue Cross Blue Shield of Oklahoma and Blue Cross Blue
Shield of New Mexico), would no longer use RPNavigator as a tool to manage the
health care of its plan participants; instead, it would commence using the same
tool used by the other three Blue Cross and Blue Shield
organizations. Nevertheless, because of BCBSTX’s favorable
experiences with RPNavigator, the HCSC-BCBSTX Officers indicated to Mr. Mouras
that BCBSTX desires to continue to be able to receive ad hoc reports generated
by RPNavigator and to maintain a positive relationship with the
Company. Further, the HCSC-BCBSTX Officers and Mr. Mouras discussed
in general terms potential uses of RPNavigator for purposes other than health
care management, including its potential use (a) in managing BCBSTX’s provider
networks, (b) in analyzing and presenting its data as a result of certain Texas
regulatory developments, and (c) in measuring the effectiveness of its disease
management programs. The HCSC-BCBSTX Officers invited Mr. Mouras to
submit to them a proposal for such other purposes, and the Company is in the
process of preparing this proposal which it anticipates delivering to the
HCSC-BCBSTX Officers in September 2010. BCBSTX did not provide the
Company with any notice of termination at the meeting.
As a result of this meeting, the
Company expects to retain BCBSTX as a customer; however, at this time it is
impossible to state with any certainty the scope of services that the Company
may provide, the revenues that it will receive for such services, and the costs
of providing such services. Unless and until the Company and BCBSTX
reach an agreement regarding their future relationship, there is no assurance
that the Company will in fact retain BCBSTX as a customer.
2
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Item
9.01
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Financial
Statements and Exhibits.
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Exhibit
No.
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Description
|
|
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10.1
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Letter
dated August 30, 2010, from Blue Cross and Blue Shield of
Texas.
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3
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: September
3, 2010
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By:
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/s/ Dennis J. Mouras | |
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Dennis
J. Mouras,
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|||
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Chief
Executive Officer
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4
EXHIBIT
INDEX
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Exhibit
No.
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Description
|
|
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10.1
|
Letter
dated August 30, 2010, from Blue Cross and Blue Shield of
Texas.
|
5