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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(B) OR (G) OF THE
SECURITIES EXCHANGE ACT OF 1934
QUADRAMED CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
Delaware 68-0316252
(STATE OF INCORPORATION (I.R.S. EMPLOYER
OR ORGANIZATION) IDENTIFICATION NUMBER)
80 East Sir Francis Drake Blvd., Ste. 2A
Larkspur, California 94939
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
If this Form relates to the If this Form relates to the
registration of a class of debt registration of a class of debt
securities and is effective upon securities and is to become
filing pursuant to General effective simultaneously with the
Instruction A(c)(1) please check effectiveness of a concurrent
the following box. / / registration statement under the
Securities Act of 1933 pursuant to
General Instruction A(c)(2) please
check the following box. / /
Securities to be registered pursuant to Section 12(b) of the Act:
TITLE OF EACH CLASS NAME OF EACH EXCHANGE ON WHICH
TO BE SO REGISTERED EACH CLASS IS TO BE REGISTERED
Not Applicable Not Applicable
Securities to be registered pursuant to Section 12(g) of the Act:
Common Stock, $0.01 par value
(TITLE OF CLASS)
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ITEM 1. Description of Registrant's Securities to be Registered.
Incorporated herein by reference to the Description of Capital
Stock section of the Company's Registration Statement on Form SB-2 (File No.
333-_______) (the "Registration Statement"), as originally filed on June 28,
1996, or as subsequently amended.
ITEM 2. Exhibits.
EXHIBIT
NUMBER DESCRIPTION
3.1 Amended and Restated Certificate of Incorporation of
Registrant, as currently in effect - incorporated herein by
reference to Exhibit 3.1 to the Company's Registration
Statement on Form SB-2 (File No. 333-____)
3.2 Second Amended and Restated Certificate of Incorporation of
Registrant, to be filed upon closing of this offering -
incorporated herein by reference to Exhibit 3.2 to the
Company's Registration Statement on Form SB-2 (File No.
333-____).
3.3 Bylaws of Registrant, as currently in effect - incorporated
herein by reference to Exhibit 3.3 to the Company's
Registration Statement on Form SB-2 (File No. 333- ____) .
3.4 Amended and Restated Bylaws of Registrant, to become effective
upon closing of this offering - incorporated herein by
reference to Exhibit 3.4 to the Company's Registration
Statement on Form SB-2 (File No. 333-____).
4.1* Form of Common Stock certificate.
4.2 Form of Exchange Agreement dated March 16, 1994, by and among
the Registrant, THCS Holding, Inc. and certain stockholders
listed on Schedule A thereto - incorporated herein by
reference to Exhibit 4.3 to the Company's Registration
Statement on Form SB-2 (File No. 333-____).
4.3 Voting Agreement dated March 16, 1994, by and among the
Registrant, KTU, Inc. and the investors listed on Schedule A
thereto - incorporated herein by reference to Exhibit 4.4 to
the Company's Registration Statement on Form SB-2 (File No.
333-____).
4.4 Form of QuadraMed Series A Stock Purchase Agreement -
incorporated herein by reference to Exhibit 4.5 to the
Company's Registration Statement on Form SB-2 (File No.
333-____).
4.5 Form of QuadraMed Series B Stock Purchase Agreement -
incorporated herein
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*To be filed by amendment.
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by reference to Exhibit 4.6 to the Company's Registration
Statement on Form SB-2 (File No. 333-____).
4.6* Form of Amended and Restated Agreement Regarding Adjustment
Shares by and among the Registrant, QuadraNet Corporation and
the individuals listed on Schedule A thereto.
4.7* Form of Amended and Restated Shareholder Rights Agreement by
and between the Registrant and the investors listed on
Schedule A thereto.
4.8 Stock Purchase Warrant dated September 27, 1995 issued to
James D. Durham - incorporated herein by reference to Exhibit
4.9 to the Company's Registration Statement on Form SB-2 (File
No. 333-____).
4.9 Stock Purchase Warrant dated June 26, 1996 issued to James D.
Durham - incorporated herein by reference to Exhibit 4.10 to
the Company's Registration Statement on Form SB-2 (File No.
333-____).
4.10* Form of Warrant to Purchase Common Stock.
4.11* Form of Warrant to Purchase Preferred Stock.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities
Exchange Act of 1934, the registrant has duly caused this registration statement
to be signed on its behalf by the undersigned, thereto duly authorized.
QUADRAMED CORPORATION
Date: July 9, 1996 By: /s/ James D. Durham
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James D. Durham
Chief Executive Officer
