As filed with the Securities and Exchange Commission on September 19, 2003

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SCHEDULE 13D

CUSIP No. 141726109					Page 1 of 2
	1.	Name of Reporting Person: Quovadx, Inc.			I.R.S. Identification Nos. of above persons (entities only): 85-0373486
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): 00
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Delaware
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 100
			8.	Shared Voting Power: 0
			9.	Sole Dispositive Power: 100
			10.	Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 100
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 100.0%
	14.	Type of Reporting Person (See Instructions): CO

 

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SCHEDULE 13D

CUSIP No. 141726109					Page 2 of 2
	1.	Name of Reporting Person: Carlton Acquisition Corp.			I.R.S. Identification Nos. of above persons (entities only):
	2.	Check the Appropriate Box if a Member of a Group (See Instructions):
		(a)	o
		(b)	o
	3.	SEC Use Only:
	4.	Source of Funds (See Instructions): 00
	5.	Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e): o
	6.	Citizenship or Place of Organization: Pennsylvania
Number of Shares Beneficially Owned by Each Reporting Person With
			7.	Sole Voting Power: 100
			8.	Shared Voting Power: 0
			9.	Sole Dispositive Power: 100
			10.	Shared Dispositive Power: 0
	11.	Aggregate Amount Beneficially Owned by Each Reporting Person: 100
	12.	Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions): o
	13.	Percent of Class Represented by Amount in Row (11): 100.0%
	14.	Type of Reporting Person (See Instructions): CO

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      This Amendment No. 3, constituting the final amendment (this “Amendment”), amends and supplements the Tender Offer Statement on Schedule TO filed on August 21, 2003, as amended on September 5 and September 18, 2003 (the “Schedule TO”), relating to the offer by Carlton Acquisition Corp., a Pennsylvania corporation (“Purchaser”) and wholly owned subsidiary of Quovadx, Inc., a Delaware corporation (“Quovadx”), to exchange all of the outstanding shares of common stock, no par value (“Shares”), of CareScience, Inc., a Pennsylvania corporation (the “Company) for 0.1818 shares of the common stock of Quovadx (the “Quovadx Shares”) and cash in the amount of $1.40 per Share upon the terms and subject to the conditions described in the Prospectus referenced below.

      The offer is made pursuant to an Agreement and Plan of Merger, dated August 13, 2003, by and among Quovadx, Purchaser and the Company which contemplates the merger of Purchaser with and into the Company (the “Merger”). Quovadx has filed a registration statement with the Securities and Exchange Commission on Form S-4 relating to the Quovadx Shares to be issued to the shareholders of the Company in the offer and the Merger (as amended on September 5, 2003, the “Registration Statement”). The terms and conditions of the offer and the Merger are set forth in the prospectus that is part of the Registration Statement (the “Prospectus”) a copy of which is attached hereto as Exhibit (a)(1), and in the related Letter of Transmittal, a copy of which is attached hereto as Exhibit (a)(2) (as they may be amended and supplemented from time to time, together constitute the “Offer”).

      All of the information in the Prospectus and the related Letter of Transmittal, is hereby incorporated by reference in answer to items 1 through and including 11 of this Schedule TO, except as otherwise set forth below.

     This Amendment also constitutes Amendment No. 1 to the statement on Schedule 13D (the “Schedule 13D”) filed by Quovadx and Purchaser with the Securities and Exchange Commission (“SEC”) on August 21, 2003, with respect to the beneficial ownership by Quovadx and Purchaser of CareScience common stock, which is incorporated herein by reference. As permitted by General Instruction F to Schedule TO, the information set forth in the Schedule TO and all amendments hereto previously filed with the SEC are hereby incorporated by reference with respect to Items 1 through 6 of the Schedule 13D, except as otherwise set forth below. Item 7 of the Schedule 13D is hereby amended and supplemented by including the Schedule TO and all amendments hereto previously filed with the SEC as exhibits to the Schedule 13D.

Item 8.    Interest in Shares of the Subject Company.

     Item 8 of the Schedule TO and Item 5 of the Schedule 13D are hereby amended and supplemented to include the following information:

     The Offer expired at 12:00 midnight, Eastern Daylight Time, on Thursday, September 18, 2003. Immediately thereafter, Quovadx and Purchaser accepted for exchange and payment all Shares validly tendered and not withdrawn prior to the expiration of the Offer. At the expiration of the Offer, 12,924,127 Shares were validly tendered and not withdrawn (including 896,378 Shares tendered by notice of guaranteed delivery), representing approximately 97.2% of the outstanding Shares. Based on information provided to Quovadx and Purchaser by the Company, there were 13,291,461 Shares outstanding as of September 18, 2003.

     On September 19, 2003, at 8:00 A.M., Eastern Daylight Time, Purchaser merged with and into the Company in a “short-form” merger under the Pennsylvania Business Corporations Law, resulting in the Company becoming a wholly-owned subsidiary of Quovadx. As a result of the merger, as further described in the Prospectus, each outstanding Share not tendered in the Offer has been converted into the right to receive $1.40 in cash and 0.1818 Quovadx Shares, the same consideration payable to stockholders that tendered Shares in the Offer.

     On September 19, 2003, Quovadx issued a press release announcing the completion of the Offer and the Merger. The full text of the press release is filed as Exhibit (a)(9) and is incorporated herein by reference.

Item 12.    Exhibits.

      The following are attached as exhibits to this Schedule TO:

 

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* Previously filed on Schedule TO by Quovadx and Purchaser on August 21, 2003

Item 13.    Information Required by Schedule 13e-3.

      Not applicable.

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SIGNATURE

      After due inquiry and to the best of my knowledge and belief, we certify that the information set forth in this statement is true, complete and correct.

		Quovadx, Inc.
		By:		/s/ Gary T. Scherping
				Name: Gary T. Scherping
				Title:   Executive Vice President and Chief Financial Officer
		Carlton Acquisition Corp.
		By:		/s/ Gary T. Scherping
				Name: Gary T. Scherping
				Title:   Vice President
Date: September 19, 2003

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EXHIBIT INDEX

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* Previously filed on Schedule TO by Quovadx and Purchaser on August 21, 2003

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