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FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON OCTOBER 21, 1997
REGISTRATION NO. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM S-3
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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QUADRAMED CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
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<S> <C> <C>
DELAWARE 7371 68-0316252
(STATE OR OTHER JURISDICTION OF (PRIMARY STANDARD INDUSTRIAL (I.R.S. EMPLOYER
INCORPORATION OR ORGANIZATION) CLASSIFICATION CODE NUMBER) IDENTIFICATION NO.)
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80 EAST SIR FRANCIS DRAKE BLVD., STE. 2A
LARKSPUR, CA 94939
(415) 461-7725
(ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA CODE, OF
REGISTRANT'S PRINCIPAL EXECUTIVE OFFICES)
KEITH M. ROBERTS
VICE PRESIDENT AND GENERAL COUNSEL
QUADRAMED CORPORATION
80 EAST SIR FRANCIS DRAKE BLVD., STE. 2A
LARKSPUR, CA 94939
(415) 461-7725
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER, INCLUDING AREA
CODE, OF AGENT FOR SERVICE)
COPIES TO:
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SCOTT D. LESTER KENNETH L. GUERNSEY
DAVID R. GILBERT MICHAEL J. SULLIVAN
BARBARA SKAGGS GALLAGHER ISOBEL A. JONES
BROBECK, PHLEGER & ALEXIS RONDELL RHORER
HARRISON LLP COOLEY GODWARD LLP
ONE MARKET ONE MARITIME PLAZA
SPEAR STREET TOWER SAN FRANCISCO, CA 94111
SAN FRANCISCO, CA 94105 (415) 693-2000
(415) 442-0900
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC:
As soon as practicable after the effective date of this Registration Statement.
If the only securities being registered on this form are being offered
pursuant to dividend or interest reinvestment plans, please check the following
box. [ ]
If any of the securities being registered on this form are to be offered on
a delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of earlier effective
registration statement for the same offering. [X] 333-36189
If this Form is a post-effective amendment filed pursuant to Rule 462(c)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [ ]
CALCULATION OF REGISTRATION FEE
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TITLE OF EACH CLASS OF AMOUNT PROPOSED MAXIMUM PROPOSED MAXIMUM AMOUNT OF
SECURITIES TO BE TO BE OFFERING PRICE AGGREGATE OFFERING REGISTRATION
REGISTERED REGISTERED(1)(2) PER SHARE(3) PRICE(3) FEE(4)
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Common Stock, par value $.01 per
share.............................. 345,000 $17.625 $6,080,625 $1,842.61
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(1) Includes 45,000 shares which the Underwriters have the option to purchase to
cover overallotments, if any.
(2) Does not include 3,450,000 shares of Common Stock previously registered for
which the registration fee has previously been paid.
(3) The proposed maximum offering price per share and the proposed maximum
aggregate offering price are based on the proposed offering price for the
shares of the Company's Common Stock offered hereby.
(4) Calculated pursuant to Rule 457(a).
The Registrant hereby amends this Registration Statement on such date or
dates as may be necessary to delay its effective date until the Registrant shall
file a further amendment which specifically states that this Registration
Statement shall thereafter become effective in accordance with Section 8(a) of
the Securities Act of 1933, as amended, or until this Registration Statement
shall become effective on such date as the Securities and Exchange Commission,
acting pursuant to said Section 8(a), may determine.
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INCORPORATION OF CERTAIN INFORMATION BY REFERENCE
This Registration Statement filed under the Securities Act of 1933, as
amended, by QuadraMed Corporation (the "Company") with the Securities and
Exchange Commission (the "Commission") hereby incorporates by reference the
contents of the Registration Statement on Form S-3 (File No. 333-36189)
relating to the offering of up to 3,450,000 Shares of Common Stock of the
Company filed on September 23, 1997.
CERTIFICATION
The Company hereby certifies to the Commission that it has instructed
its bank to pay the Commission the filing fee of $1,842.61 for the additional
securities being registered hereby as soon as practicable (but in any event no
later than the close of business on October 21, 1997); that it will not revoke
such instructions; that it has sufficient funds in the relevant account to
cover the amount of the filing fee; and that it undertakes to confirm receipt
of such instructions by the bank on October 21, 1997.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the Registrant
has duly caused this Registration Statement to be signed on its behalf by the
undersigned, thereunto duly authorized, in the City of Larkspur, State of
California on this 21st day of October, 1997.
QUADRAMED CORPORATION
By: /s/ JAMES D. DURHAM
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James D. Durham
Chairman of the Board, President
and Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, this
Registration Statement has been signed by the following persons in the
capacities and on the dates indicated:
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SIGNATURE TITLE DATE
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/s/ JAMES D. DURHAM Chairman of the Board, October 21, 1997
- --------------------------------------------- President and Chief
James D. Durham Executive Officer (principal
executive officer)
/s/ JOHN V. CRACCHIOLO Vice President, Chief October 21, 1997
- --------------------------------------------- Financial Officer and
John V. Cracchiolo Secretary (principal
financial and accounting
officer)
/s/ JOHN M. AUSTIN, M.D.* Director October 21, 1997
- ----------------------------------------------
John M. Austin, M.D.
Director
- ---------------------------------------------
Albert L. Greene
/s/ KENNETH E. JONES* Director October 21, 1997
- ---------------------------------------------
Kenneth E. Jones
/s/ THOMAS F. MCNULTY* Director October 21, 1997
- ---------------------------------------------
Thomas F. McNulty
/s/ JOAN P. NEUSCHELER* Director October 21, 1997
- ---------------------------------------------
Joan P. Neuscheler
/s/ CORNELIUS T. RYAN* Director October 21, 1997
- ---------------------------------------------
Cornelius T. Ryan
*By: /s/ KEITH M. ROBERTS October 21, 1997
- ---------------------------------------------
Keith M. Roberts
Attorney-in-fact
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II-1
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EXHIBIT INDEX
Exhibit
No. Document Description
- ------- --------------------
5.1 Opinion of Brobeck, Phleger & Harrison LLP
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants
23.2 Consent of Arthur Andersen LLP, Independent Public Accountants
23.3 Consent of Smith & Company, Certified Public Accountants
23.4 Consent of Brobeck, Phleger & Harrison LLP (included in Exhibit 5.1)
24.1+ Power of Attorney.
+Incorporated by reference to page II-5 of the Company's Registration Statement
on Form S-3 (No. 333-36189) filed on September 23, 1997.
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Exhibit 5.1
October 21, 1997
QuadraMed Corporation
80 East Sir Francis Drake Blvd., Ste. 2A
Larkspur, California 94939
Ladies and Gentlemen:
We have acted as counsel to QuadraMed Corporation, a Delaware corporation (the
"Company"), in connection with its registration of an aggregate of 300,000
shares of its common stock, proposed to be issued by the Company, plus an
over-allotment of 45,000 shares offered by the Company (the "Shares"), all as
described in the Company's Registration Statement on Form S-3, filed with the
Securities and Exchange Commission under the Securities Act of 1933, as amended
(the "Registration Statement"). The Shares are to be sold pursuant to an
Underwriting Agreement to be entered into among the Company and Jefferies &
Company, Inc., Oppenheimer & Co., Inc., Piper Jaffray Inc. and Pacific Growth
Equities, Inc. as representatives of the several underwriters (the
"Underwriters") named in such Underwriting Agreement.
In connection with this opinion, we have (i) examined and relied upon
the Registration Statement and related Prospectus, the Company's Second Amended
and Restated Certificate of Incorporation, the Company's Bylaws and the
originals or copies certified to our satisfaction of such records, documents,
certificates, memorandum or other instruments as in our judgment are necessary
or appropriate to enable us to render the opinion expressed below and (ii)
assumed that the Shares will be sold by the Underwriters at a price established
by the Price Committee of the Board of Directors of the Company.
On the basis of the foregoing, and in reliance thereon, we are of the opinion
that the Shares have been duly authorized, and, when issued and sold by the
Company in accordance with the terms of the Underwriting Agreement, will be
validly issued, fully paid and nonassessable.
We consent to the filing of this opinion as Exhibit 5.1 to the
Registration Statement and to the reference to this firm under the caption
"Legal Matters" in the Prospectus which is part of the Registration Statement.
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QuadraMed Corporation October 21, 1997
Page 2
It is understood that this opinion is to be used only in connection
with the offer and sale of the Shares while the Registration Statement is in
effect.
Very truly yours,
BROBECK, PHLEGER & HARRISON LLP
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EXHIBIT 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated March 5, 1997 (except with respect to the second paragraph of Note 11, as
to which the date is July 15, 1997) and to the incorporation by reference in
this registration statement of our reports dated March 5, 1997 included in
QuadraMed Corporation's Form 10-KSB for the year ended December 31, 1996 and to
all references to our Firm included in this registration statement.
/s/ ARTHUR ANDERSEN LLP
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Arthur Andersen LLP
San Jose, California
October 20, 1997
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EXHIBIT 23.2
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our report
dated June 9, 1997 and to the incorporation by reference in this registration
statement of our reports dated June 9, 1997 included in QuadraMed Corporation's
Form 8-K and to all references to our Firm included in this registration
statement.
/s/ ARTHUR ANDERSEN LLP
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Arthur Anderson LLP
Roseland, New Jersey
October 20, 1997
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EXHIBIT 23.3
CONSENT OF CERTIFIED PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the use of our
report and to all references to our firm included in or made a part of this
registration statement.
Smith & Company
Salt Lake City, Utah
October 21, 1997
