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) September 23, 2003
CareDecision Corporation. (OTCBB: CDED)
(Exact name of Registrant as specified in charter)
Nevada 000-33187 91-2105842
(State or other jurisdiction (Commission (I.R.S. Employer
of incorporation) File Number) Identification)
2660 Townsgate Road, Suite 300, Westlake Village, CA 91361
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (805) 446-1973
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ITEM 9. REGULATION FD DISCLOSURE
On September 23, 2003 CareDecision Corporation (OTCBB:
CDED) signed a Preliminary Agreement (see Exhibit 2.1) to
Merge with MDU Services Inc., a Texas-based provider of
private digital utility services to multiple tenant
residential and business building sites, hotels/motels and
universities. The Preliminary Agreement to merge specifies
how CDED and MDUS desire to execute a "triangle" merger
agreement whereby CDED shall acquire MDUS and then merge
MDUS into a subsidiary corporation, MDU Media Corporation
(the "Merger Sub").
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(a) Exhibit No. 2.1: Agreement dated as of September 23,
2003 by and between CareDecision Corporation and MDU
Services, Inc.
Date: September 29, 2003.
CareDecision, Corporation
/s/ Keith Berman
-------------------------
Keith Berman, CFO
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Exhibit No. 2.1
September 23, 2003
MDU Services, Inc.
6105 Highland Hills Lane
Colleyville, Texas 76034
Attention: Mr. Howard Gunn
Re: PRELIMINARY AGREEMENT TO MERGE
Dear Mr. Gunn:
This will confirm our discussions to the effect that
CareDecision Corporation, a publicly traded company,
incorporated under the laws of the Nevada ("CDED") and MDU
Services, Inc., incorporated under the laws of Delaware
("MDUS"), desire to complete negotiations for the purposes
of reaching a Definitive Agreement and Plan of Merger, with
reference to the following facts:
1. Scope of Agreement. CDED and MDUS desire to execute
a "triangle" merger agreement whereby CDED shall acquire
MDUS and then merge MDUS into a subsidiary corporation, MDU
Media Corporation (the "Merger Sub"). This Letter of Intent
is entered into as of the date above, among MDUS, the Merger
Sub and CDED, that shall upon closing of the transaction
contemplated hereof shall own all of the outstanding capital
stock of the Merger Sub ("CDED").
2. Merger of MDUS. Upon completion of a Definitive
Agreement and a Plan of Merger, MDUS, a corporation
incorporated in the State of Delaware, shall be merged
with and into the Merger Sub, a corporation
incorporated in the State of Nevada. The laws of the
jurisdiction of incorporation of the Merger Sub permit
the merger of a business corporation of that
jurisdiction with a business corporation of another
jurisdiction.
3. "Shelling" of MDUS. Upon completion of a Definitive
Agreement and a Plan of Merger, the existing business of
MDUS shall cease upon the effective date of the merger in
accordance with the provisions of the laws of the State of
Nevada.
4. Surviving Entity. Upon completion of a Definitive
Agreement and a Plan of Merger, the Merger Sub shall be the
surviving corporation in the merger, and it shall continue
its existence under the name MDU Media Corporation pursuant
to the provisions of the laws of the State of Nevada.
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5. Articles. Upon completion of a Definitive Agreement
and a Plan of Merger, the Articles of Incorporation of the
Merger Sub upon the effective date of the merger in the
State of Nevada shall be the Articles of Incorporation of
the surviving corporation in the merger and shall continue
in full force and effect until amended and changed in the
manner prescribed by the provisions of the laws of the State
of Nevada.
6. Bylaws. Upon completion of a Definitive Agreement
and a Plan of Merger, the bylaws of the Merger Sub upon the
effective date of the merger in the State of Nevada shall be
the bylaws of the surviving corporation in the merger and
shall continue in full force and effect until amended and
changed in the manner prescribed by the provisions of the
laws of the State of Nevada.
7. Governance. Upon completion of a Definitive
Agreement and a Plan of Merger, the directors and officers
of MDUS in office upon the effective date of the merger in
the State of Nevada shall continue to be the directors and
officers of the Merger Sub and one of the existing directors
of MDUS shall be elected as a director of CDED. Directors
described herein shall hold their directorships and offices
until the election, choice and qualification of their
respective successors or until their tenure is otherwise
terminated in accordance with the bylaws of CDED and the
Merger Sub respectively. In addition, the directors and
officers of CDED in office upon the effective date of the
merger in the State of Nevada shall be elected as directors
of the Merger Sub, all of whom shall hold their
directorships and offices until the election, choice and
qualification of their respective successors or until their
tenure is otherwise terminated in accordance with the bylaws
of the Merger Sub.
8. Share Exchange. Upon completion of a Definitive
Agreement and a Plan of Merger, CDED shall value MDUS with a
premium to MDUS' total capitalization, subject to
verification and/or appraisal of its assets. Preliminarily
CDED agrees to exchange each issued and outstanding share of
common and Preferred stock of MDUS, estimated to be one
thousand (1,000) shares, and an estimated one million nine
hundred thousand (1,900,000) shares of preferred stock of
MDUS shall, upon the effective date of the merger, into
approximately 12,000,000 shares of CDED common stock, after
a 270 day lockup, to existing holders of MDUS common stock;
and to holders of MDUS Preferred shares, CDED shall exchange
350,000 shares of CDED Preferred Series 2003-B ($10.00 per
share face value, convertible at the rate of 3% per month,
after a 270 day lockup, at 85% of the current market price
of the CDED shares, or $.20 per share, whichever is higher,
under specific market conditions to common stock shares) of
CDED respectively. The exact share exchange formulas and
lockup provisions and conditions shall be negotiated and
made a part of the Definitive Agreement and Plan of Merger.
The issued and outstanding shares of capital stock of
the Merger Sub shall not be converted or exchanged in any
manner or any consideration be paid therefore, and each
share of capital stock of the Merger Sub issued and
outstanding on the effective date of the merger shall
continue to represent one issued and outstanding share of
capital stock of the same class of the Merger Sub.
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9. Formal Filing. Upon completion of a Definitive
Agreement and a Plan of Merger and upon authorization of the
merger in accordance with the provisions of the General
Corporation Law of the State of Nevada and the provisions of
the laws of the jurisdiction of incorporation of the Merger
Sub, MDUS and the Merger Sub shall cause to be executed,
filed and recorded any documents prescribed by the laws of
the State of Nevada, and they shall cause to be performed
all acts necessary therein and elsewhere to effectuate the
merger.
10. Board Action. Upon completion of a Definitive
Agreement and a Plan of Merger, the board of directors of
MDUS and the Merger Sub respectively shall agree to perform
any and all acts and things, and to make, execute, deliver,
file and record any and all instruments, papers and
documents that shall be necessary, proper or convenient to
carry out or put into effect and of the provisions of the
transaction contemplated herein.
11. Officers' Actions. Within thirty days or less of
the execution hereof, the officers of CDED and MDUS
respectively shall agree to perform any and all acts and
things, and to make, execute, deliver, and record any and
all instruments, papers and documents that shall allow the
directors of CDED and/or MDUS to approve and draw up the
Definitive Agreement and Plan of Merger contemplated by this
transaction. Upon the filing of the Merger Certificate, the
officers and "key employees" of MDUS will become employees
of the Merger Sub and remain so for a period of no less than
six months, unless the Board of the Merger Sub determines
otherwise. A list of "key employees" will be provided as a
schedule to the Definitive Agreement and Plan of Merger.
12. Publicity. The parties hereto agree that the
events discussed in this document shall be summarized in a
news release, which shall be disseminated upon the execution
hereof.
13. Entire Understanding. The paragraphs above set
forth the entire understanding and agreement of the parties
and related persons and entities with regard to the subject
matter of these paragraphs, and supersedes all prior and
contemporary agreements, arrangements and understanding
related thereto. Pending the negotiation, execution and
delivery of the Definitive Agreement and Plan of Merger
contemplated herein, by giving ten days notice to the other
parties, may terminate negotiations relating to the
transaction without liability, obligation or further
commitment hereunder. In absence of any such termination,
however, each party shall proceed diligently to carry out
the actions contemplated by this letter.
If the forgoing accurately sets forth your understanding of
our intent, please indicate you good faith intention to
enter into negotiations to carry out the transactions
described herein by executing the enclosed copy of this
letter and returning it to us whereupon the parties shall
proceed promptly with the preparation of a draft of the
Definitive Agreement and Plan of Merger.
Executed this 23rd day of September 2003 in New York, NY and
Colleyville, TX. Facsimile signatures shall be treated as
if they were original.
CareDecision Corporation MDUS Services, Inc.
/s/ Robert Cox /s/ Howard Gunn
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Robert Cox, Chairman Howard Gunn, President
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