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BigT1
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Indamoney I am so glad of your posative take to the CC. I hope others will feel the same. My own was quite different as I felt it was a rehashing of last PR, Mr Kelly overall sounded very bored with whole thing, and it was not at all surprising that price went down after the CC.

Only 'news' that was imparted in my view was when in Q&A they CDED official stated that hotel division was not a candidate for split off. That was one thing I was excited about possability of. That said his explanation that remaining a part of nextgen should help its growth and that they had technology etc that would help hotel division kind of smoothed that part over for me.

My view is this did little to bolster shareholder confidence while saying the short term shareholder has no importance to new leadership. Rather a depressing prospect.


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Tom H
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BigT, Inda, I also walked away disappointed that they would not dicsuss valuation at all but I'm pretty positive about Next Genesys. And I'm sure I'll see CDED drop further before it goes up. But as much as the Kelly guys showed little regard for the investor community, they did come off as guys with a plan and a sack full of business savvy. Just hope I can wait it out - it's definitely going to take a lot of patience over the next few weeks.
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tigertony
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Form 8-K for CAREDECISION CORP


--------------------------------------------------------------------------------

9-Sep-2004

Other Events

ITEM 8.01 OTHER EVENTS
CareDecision Corporation ("CareDecision" or the "Company")
[OTCBB: CDED] announced August 12, 2004 that our Board of Directors received a proposal for a possible merger with a division or divisions of a company with several business interests that are similar to ours. Our Board of Directors met Friday, August 13, 2004 to consider this and other opportunities, some previously disclosed, with the objective of enhancing shareholder value.

As our business focuses on the development of solutions for wireless handheld devices, we have, from time to time, received inquiries from other companies who desire to either enter this segment of the technologies industry, or bolster their existing competitive position. Our Board of Directors has a responsibility to consider all offers and to base its decisions on what is in the best interest of our shareholders.

On August 18, 2004, we announced that our Board of Directors had reviewed the above referenced merger offer, and agreed unanimously to prepare two counteroffers with the hopes of moving the negotiations forward toward an agreement. Although the merger, as proposed, would increase our market capitalization and provide for additional revenue producing opportunities, our Board of Directors prepared these counteroffers with the belief that the technology and capabilities CareDecision possesses exceed this initial offer. The Board of Directors plans to provide additional updates as circumstances warrant and believes that a satisfactory conclusion can be reached.

On August 25, 2004, our Board of Directors announced an agreement to merge with Kelly Companies forming NEXT GENeSYS Corp, with terms based on the recent CareDecision counter- proposal, and subject only to usual and customary closing activities. The union will create a new public company with an increased projected market capitalization (based on expected post merger prices).

In addition to growing the combined companies' existing wholesale prescription drug and e-lodging businesses, NEXT GENeSYS Corp. will initially target the 40 million minority Americans without any presently available healthcare focus through a direct campaign, in line with stated goals of both State and Federal administrations, which offers prescription support via clinics, physicians networks, and wellness checks.

"This merger is the final element in a series of strategic activities initiated over two years ago. In anticipation of such a conclusion, we have conducted meetings with government officials, major pharmaceutical companies, and healthcare organizations encompassing more than 25,000 physicians. We have also developed significant infrastructure related to our mail-order pharmacy through wireless technologies", commented Ronald Kelly, the incoming Chairman and Chief Executive Officer of NEXT GENeSYS Corp. "We have basic agreements with multiple minority and other client organizations, providing confidence in our ability to achieve a significant presence in this market. Our ability to couple wireless connectivity solutions for doctors with a state-of-the-art e-pharmacy for direct drug distribution has the capability to revolutionize the way we targeted Americans receive medications.

/2/

The Convergence of companies couples CareDecision's patents- pending WiFi handheld technology ad installed WiFi hotel e- business networks, with the wireless PC and PDA hardware distribution, wholesale and mail order retail drug and medical supply distribution, physician to-fulfillment networks, and other wireless technology solutions brought into the new company by the Kelly Companies. The merger will thus create a unique wireless-centered e-business enterprise strategically positioned to capture significant market share by delivering affordable healthcare and related technology products and service to both consumer and business.

Mr. Kelly concluded, "Modernizing the healthcare system is a priority for both Presidential candidates, and building upon our existing base of business through this merger will create a significant business force in accomplishing a major delivery system improvement for American minority, uninsured and under-insured population. Our unique solution, combining the in-house technologies and technology creations, coupled with our capability to distribute prescription drugs to America's poor and under-insured at what will be perceived as discounted prices, could eventually allow us to transfer our unique business model and automate the process of prescribing medicine to all Americans."

Date: August 31, 2004.


CareDecision Corporation

/s/ Keith Berman

Keith Berman, CFO


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Tom H
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Tony,

I've been waiting for some kind of guidance to determine valuation. The 3rd and 4th paragraphs from the 8k you posted seems to suggest that the merger offer is definitely above the current valuation of CDED. The 3rd paragraph states that the initial offer was above the current valuation and that CDED then counter-offered for more and then the 4th paragraph suggests that the merger is based on one of the counter-offers which should mean that it's better than the original offer. I am definitely hopefull as all shareholders are, but does anyone else see something different.


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alan93
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Is this a break out?
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