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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
TO
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934
Date of Report (Date of earliest event reported) February 3, 1999
QUADRAMED CORPORATION
(Exact name of registrant as specified in charter)
Delaware 0-21031 52-1992861
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1003 WEST CUTTING BOULEVARD, 2ND FLOOR, RICHMOND, CA 94804
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 620-2340
NONE
(Former name or former address, if changed since last report.)
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The undersigned hereby amends and restates Item 5 of the Form 8-K as follows:
ITEM 5. OTHER EVENTS
On February 3, 1999, QuadraMed Corporation ("QuadraMed") announced in a press
release that it had signed an Acquisition Agreement and Plan of Merger dated
February 3, 1999 (the "Acquisition Agreement") to acquire The Compucare Company
("Compucare"), a privately-held provider of enterprise systems to hospitals and
integrated delivery networks, based in Reston, Virginia. The Acquisition
Agreement was amended by a First Amendment to Acquisition Agreement and Plan of
Merger (the "First Amendment"), and the transaction was completed on March 3,
1999. At closing, QuadraMed issued approximately 2.96 million shares of its
Common Stock in the transaction, which was treated as a pooling of interests for
accounting purposes. In connection with the issuance of the QuadraMed Common
Stock in the Compucare acquisition, Compucare stockholders have been granted
registration rights pursuant to a Registration Rights Agreement dated March 3,
1999 (the "Registration Rights Agreement"). The press release issued in
connection with the initial announcement, the Acquisition Agreement, the First
Amendment, the Registration Rights Agreement and the press release in connection
with the closing of the transaction are attached as exhibits hereto.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(a) Exhibits
2.1 Acquisition Agreement and Plan of Merger by and among
QuadraMed Corporation and Compucare Acquisition
Corporation and The Compucare Company and certain of its
stockholders, dated February 3, 1999.(1)
2.2 First Amendment to Acquisition Agreement and Plan of
Merger by and among QuadraMed Corporation and Compucare
Acquisition Corporation and The Compucare Company and
certain of its stockholders, dated March 3, 1999.
4.1 Registration Rights Agreement, dated as of March 3,
1999, by and QuadraMed Corporation and the stockholders
of The Compucare Company named therein.
99.1 Press Release dated February 3, 1999.(1)
99.2 Press Release dated March 5, 1999.
(1) Previously filed.
2
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934, the
Registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
QUADRAMED CORPORATION
DATE: March 19, 1999 By: /s/ Keith M. Roberts
-----------------------------------------------
Name: Keith M. Roberts
Title: Executive Vice President, Chief Financial
Officer, General Counsel and Assistant
Secretary
3
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INDEX OF EXHIBITS
2.1 Acquisition Agreement and Plan of Merger by and among
QuadraMed Corporation and Compucare Acquisition
Corporation and The Compucare Company and certain of its
stockholders, dated February 3, 1999.(1)
2.2 First Amendment to Acquisition Agreement and Plan of
Merger by and among QuadraMed Corporation and Compucare
Acquisition Corporation and The Compucare Company and
certain of its stockholders, dated March 3, 1999.
4.1 Registration Rights Agreement, dated as of March 3,
1999, by and QuadraMed Corporation and the stockholders
of The Compucare Company named therein.
99.1 Press Release dated February 3, 1999.(1)
99.2 Press Release dated March 5, 1999.
(1) Previously filed.
4
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EXHIBIT 2.2
FIRST AMENDMENT
TO
ACQUISITION AGREEMENT AND PLAN OF MERGER
This First Amendment to Acquisition Agreement and Plan of Merger (the
"First Amendment") is dated March 3, 1999 by and among QuadraMed Corporation, a
Delaware corporation ("QuadraMed"), and Compucare Acquisition Corporation, a
Delaware corporation ("Acquisition Co."), on the one hand, and The Compucare
Company, a Delaware corporation (the "Company"), and the individuals and
entities set forth on Schedule "A" attached hereto, who are certain of the
stockholders of the Company (the "Stockholders") and who collectively own
ninety-eight and 1/10 percent (98.10%) of the issued and outstanding Company
Series A Preferred Stock, one hundred percent (100%) of the issued and
outstanding Company Series B Preferred Stock and ninety-two percent (92.00%) of
the issued and outstanding Company Common Stock, on the other hand.
WHEREAS, the parties hereto have previously entered into that certain
Acquisition Agreement and Plan of Merger dated February 3, 1999 (the "Original
Agreement"), pursuant to which the Stockholders shall exchange each share of
Company Stock held thereby for newly issued shares of QuadraMed Common Stock and
Acquisition Co. shall be merged with and into the Company.
WHEREAS, the parties hereto desire to amend the Original Agreement as
set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. The parties hereto acknowledge and agree that the Closing
Consideration for the transactions contemplated by this Agreement shall be as
summarized and set forth on Exhibit "A- 1" attached hereto and incorporated
herein by this reference.
2. In the first WHEREAS clause and in Section 3.5, the references to the
number of outstanding shares of Common Stock of the Company shall be changed
from 7,257,321 to 7,287,439.
3. Section 1.3 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Closing" shall mean the closing of the transactions contemplated in
this Agreement, which shall occur on March 3, 1999."
4. Section 1.13 of the Original Agreement is hereby amended in its
entirety to read as follows:
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"Conversion Ratio" shall mean 0.19804, the quotient obtained by
dividing the aggregate number of QuadraMed Shares (as defined below) delivered
as the Common Closing Consideration by the number of shares of Company Common
Stock outstanding immediately prior to the Effective Date (as defined below)."
5. Section 1.22 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Fair Market Value" with respect to each of the QuadraMed Shares
shall mean $24.7833."
6. Section 1.42 of the Original Agreement is hereby amended in its
entirety to read as follows:
"Series A Preference Amount" shall mean an aggregate amount
equal to $18,454,492."
7. Section 12.2(b) of the Original Agreement is hereby amended in its
entirety to read as follows:
"(b) The Stockholders shall have no liability with respect to the
matters described in Section 12.2(a)(i) or (ii) above unless and until the
aggregate amount of Losses pursuant to subsections (i) or (ii) equals or exceeds
$500,000 (the "First Threshold Amount"). At such time as the aggregate Losses
equals or exceeds the First Threshold Amount, QuadraMed and Acquisition Co.
shall be indemnified to the full extent of all such Losses (including Losses
counted in determining whether the aggregate Losses equals or exceeds the
Threshold Amount). The Stockholders shall have no liability with respect to the
AvMed Claim, the Brink Claim, the Regence Claim and/or any and all other claims
against the Subsidiary or the Company by or on behalf of any HSII Installing
Clients (as defined in Schedule 3.20) unless and until the aggregate amount of
Losses with respect thereto equals or exceeds $3,100,000 (the "Second Threshold
Amount"). At such time as the aggregate Losses pursuant to the claims specified
in the previous sentence equal or exceed the Second Threshold Amount, QuadraMed
and Acquisition Co. shall be indemnified solely to the extent such Losses exceed
the Second Threshold Amount. The Stockholders shall have no liability with
respect to the Sunquest Claim unless and until the aggregate amount of Losses
with respect thereto equals or exceeds $2,500,000 (the "Third Threshold
Amount"). At such time as the aggregate Losses attributable to the Sunquest
Claim equal or exceed the Third Threshold Amount, QuadraMed and Acquisition Co.
shall be indemnified solely to the extent such Losses exceed the Third Threshold
Amount. The maximum liability for indemnification by the Stockholders under this
Article XII shall in no event exceed the Escrow Fund; provided, however, that
this section shall not apply to any intentional misrepresentation or intentional
breach by the Stockholders of any representation, warranty, covenant or
obligation."
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8. All capitalized terms used in this First Amendment and not otherwise
defined shall have the meaning assigned such term in the Original Agreement.
Except as expressly amended hereby, all other terms and conditions of the
Original Agreement shall remain in full force and effect.
9. This First Amendment may be executed in one or more counterparts, all
of which when fully-executed and delivered by all parties hereto and taken
together shall constitute a single agreement, binding against each of the
parties. To the maximum extent permitted by law or by any applicable
governmental authority, any document may be signed and transmitted by facsimile
with the same validity as if it were an ink-signed document. Each signatory
below represents and warrants by his or her signature that he or she is duly
authorized (on behalf of the respective entity for which such signatory has
acted) to execute and deliver this instrument and any other document related to
this transaction, thereby fully binding each such respective entity.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have duly executed this First Amendment
as of the date first written above.
QUADRAMED QUADRAMED CORPORATION
By: /s/ Keith M. Roberts
-------------------------------------------------
Keith M. Roberts, Executive Vice President, Chief
Financial Officer and General Counsel
ACQUISITION CO. COMPUCARE ACQUISITION CORPORATION
By: /s/ Keith M. Roberts
-------------------------------------------------
Keith M. Roberts, Secretary
COMPANY THE COMPUCARE COMPANY
By: /s/ Michael J. King
-------------------------------------------------------
Name: Michael J. King
-----------------------------------------------------
Title: CEO
----------------------------------------------------
[SIGNATURE PAGE TO FIRST AMENDMENT TO ACQUISITION AGREEMENT AND PLAN OF MERGER]
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
RONALD V. AND PATRICIA C. APRAHAMIAN
By: /s/ Ronald V. Aprahamian
-------------------------------------------------
Name: Ronald V. Aprahamian
Address:
By: /s/ Patricia C. Aprahamian
-------------------------------------------------
Name: Patricia C. Aprahamian
Address:
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
AUDREY HILLMAN FISHER TRUST, dated 8/28/68
By: /s/ T.G. Bigley
-------------------------------------------------
By: /s/ C.G. Grefenstette
-------------------------------------------------
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND II
By: Colker and Newlin Management Associates
By: /s/ William R. Newlin
-------------------------------------------------
Name: William R. Newlin
Title: Managing General Partner
Address: 2000 Technology Drive, Suite 160
Pittsburgh, PA 15219
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND III
By: Colker and Newlin Management Associates
By: /s/ William R. Newlin
-------------------------------------------------
Name: William R. Newlin
Title: Managing General Partner
Address: 2000 Technology Drive, Suite 160
Pittsburgh, PA 15219
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JAMES COLKER
By: /s/ James Colker
-------------------------------------------------
Name: James Colker
Address: 2000 Technology Drive, Suite 160
Pittsburgh, PA 15219
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
AUDREY HILLMAN FISHER
By: /s/ Audrey Hillman Fisher
-------------------------------------------------
Name: Audrey Hillman Fisher
Address: 5901 Braeburn Place
Pittsburgh, PA 15232
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GALEN ASSOCIATES
By: Wesson Enterprises, Inc., General Partner
By: /s/ Bruce F. Wesson
-------------------------------------------------
Name: Bruce F. Wesson
Title: President
Address: c/o Galen Associates
Rockefeller Center
610 Fifth Avenue, 5th Floor
New York, New York 10020
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GALEN PARTNERS II, L.P.
By: GWW Partners, L.P., General Partner
By: /s/ Bruce F. Wesson
-------------------------------------------------
Name: Bruce F. Wesson
Title: General Partner
Address: c/o Galen Associates
Rockefeller Center
610 Fifth Avenue, 5th Floor
New York, NY 10020
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GALEN PARTNERS INTERNATIONAL II, L.P.
By: GWW Partners, L.P., Partner
By: /s/ Bruce F. Wesson
-------------------------------------------------
Name: Bruce F. Wesson
Title: General Partner
Address: c/o Galen Associates
Rockefeller Center
610 Fifth Avenue, 5th Floor
New York, NY 10020
<PAGE> 14
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GARY P. GOLDING
By: /s/ Gary P. Golding
-------------------------------------------------
Name: Gary P. Golding
Address: c/o Edison Venture Fund
1420 Spring Hill Road, Suite 420
McLean, VA 22102
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HCC INVESTMENTS, INC.
By: /s/ Andrew H. McQuarrie
-------------------------------------------------
Name: Andrew H. McQuarrie
Title: Vice President
Address: 824 Market Street
Suite 900
Wilmington, DE 19801
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HENRY L. HILLMAN TRUST, dated 11/18/85
By: /s/ C.G. Grefenstette
-------------------------------------------------
Name: C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HENRY L. HILLMAN JR. TRUST, dated 8/28/68
By: /s/ T.G. Bigley
-------------------------------------------------
By: /s/ C.G. Grefenstette, Trustee
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 18
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HENRY L. HILLMAN, JR.
By: /s/ Henry L. Hillman, Jr.
-------------------------------------------------
Name: Henry L. Hillman, Jr.
Address: 3304 South East Biddle Road
Vancouver, WA 98684
<PAGE> 19
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
IA-II AFFILIATES FUND, L.L.C.
By: /s/ Robert C. McCormack
-------------------------------------------------
Its:
-------------------------------------------------
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, L.P.
By: Trident Capital Management, L.L.C.
its general partner
By: /s/ Robert C. McCormack
-------------------------------------------------
Its:
-------------------------------------------------
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SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, C.V.
By: Trident Capital Management, L.L.C.
its investment general partner
By: /s/ Robert C. McCormack
-------------------------------------------------
Its:
-------------------------------------------------
<PAGE> 22
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES-II, L.P.
By: Trident Capital Management-II, L.L.C.
its general partner
By: /s/ Robert C. McCormack
-------------------------------------------------
Its:
-------------------------------------------------
<PAGE> 23
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JULIET LEA HILLMAN SIMONDS TRUST,
dated 8/28/68
By: /s/ C.G. Grefenstette
-------------------------------------------------
Name: T.G. Bigley
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 24
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Morgan Stanley Capital Partners, III, Inc.
as its general partner and in its capacity
as a stockholder
By: /s/ Karen H. Bechtel
-------------------------------------------------
Name: Karen H. Bechtel
Title:
Address: Morgan Stanley Capital Partners III, Inc.
1220 Avenue of the Americas
New York NY 10020
<PAGE> 25
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY CAPITAL PARTNERS III, L.P.
By: MSCP III, L.P., its general partner
By: Morgan Stanley Capital Partners, III, Inc.,
its general partner
By: /s/ Karen H. Bechtel
-------------------------------------------------
Name: Karen H. Bechtel
Title: Managing Director
Address: Morgan Stanley Capital Partners III, Inc.
1220 Avenue of the Americas
New York NY 10020
<PAGE> 26
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY VENTURE CAPITAL
FUND II, C.V.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its managing general partner
By: /s/ Guy de Chazal
-------------------------------------------------
Name: Guy de Chazal
Title: President
Address: Morgan Stanley Venture Capital II, Inc.
1221 Avenue of the Americas
New York NY 10020
<PAGE> 27
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY VENTURE CAPITAL FUND
II, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its managing general partner
By: /s/ Guy de Chazal
-------------------------------------------------
Name: Guy de Chazal
Title: President
Address: Morgan Stanley Venture Capital II, Inc.
1221 Avenue of the Americas
New York NY 10020
<PAGE> 28
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY VENTURE INVESTORS, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.
its managing general partner
By: /s/ Guy de Chazal
-------------------------------------------------
Name: Guy de Chazal
Title: President
Address: Morgan Stanley Venture Capital II, Inc.
1221 Avenue of the Americas
New York NY 10020
<PAGE> 29
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Morgan Stanley Capital Partners, III, Inc.,
its general partner
By: /s/ Karen H. Bechtel
-------------------------------------------------
Name: Karen H. Bechtel
Title:
Address: Morgan Stanley Capital Partners III, Inc.
1220 Avenue of the Americas
New York, NY 10020
<PAGE> 30
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
WILLIAM R. NEWLIN
By: /s/ William R. Newlin
-------------------------------------------------
Name: William R. Newlin
Address: c/o Buchanan Ingersoll
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
<PAGE> 31
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
ROBERT THOMPSON
By: /s/ R.M. Thompson, Jr.
-------------------------------------------------
Name: R.M. Thompson, Jr.
Address: 204 Hawthorne Street
Edgewood, PA 15218
<PAGE> 32
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, C.V.
By: Trident Capital, L.P., its investment
general partner
By: Trident Capital, Inc., its general partner
By: /s/ Robert C. McCormack
-------------------------------------------------
Its: Managing Director
-------------------------------------------------
<PAGE> 33
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, L.P.
By: Trident Capital, L.P., its general partner
By: Trident Capital, Inc., its general partner
By: /s/ Robert C. McCormack
-------------------------------------------------
Its: Managing Director
-------------------------------------------------
<PAGE> 34
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
VENHILL LIMITED PARTNERSHIP
By: /s/ Howard B. Hillman
-------------------------------------------------
Name: Howard B. Hillman
Title: General Partner
Address:
<PAGE> 35
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Acquisition Agreement and Plan
of Merger, as amended, by and among QuadraMed Corporation Compucare Acquisition
Corporation, the Company and certain of its stockholders (the "Agreement"). The
undersigned by signing this Signature Page hereby irrevocably joins and agrees
to be bound by the Agreement in accordance with its terms, and the execution of
this Signature Page by the undersigned shall constitute the execution of the
Agreement by the undersigned as party to the Agreement. The Company is hereby
authorized to attach to this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
WILLIAM TABOTT HILLMAN TRUST, dated 8/28/68
By: /s/ T.G. Bigley
-------------------------------------------------
By: /s/ C.G. Grefenstette
-------------------------------------------------
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 36
SCHEDULE "A"
STOCKHOLDERS
Aprahamian, Ronald V. and Patricia C.
Audrey Hillman Fisher Trust, dated 8/28/68
CEO Venture Fund II
CEO Venture Fund III
Colker, James
Fisher, Audrey Hillman
Galen Associates
Galen Partners II, L.P.
Galen Partners International II, L.P.
Golding, Gary P.
HCC Investments, Inc.
Henry L. Hillman Trust, dated 11/18/85
Henry L. Hillman, Jr. Trust, dated 8/28/68
Hillman, Henry L. Jr.
IA-II Affiliates Fund, L.L.C.
Information Associates, L.P.
Information Associates-II, C.V.
Information Associates-II, L.P.
Juliet Lea Hillman Simonds Trust, dated 8/28/68
Morgan Stanley Capital Investors, L.P.
Morgan Stanley Capital Partners III, Inc.
Morgan Stanley Capital Partners III, L.P.
Morgan Stanley Venture Capital Fund II, C.V.
Morgan Stanley Venture Capital Fund II, L.P.
Morgan Stanley Venture Investors, L.P.
MSCP III 892 Investors, L.P.
Newlin, William R.
Simonds, Juliet Lea Hillman
Thompson, Robert
Trident Capital Partners Fund I, C.V.
Trident Capital Partners Fund I, L.P.
Venhill Limited Partnership
William Tabott Hillman Trust, dated 8/28/68
<PAGE> 37
EXHIBIT "A-1"
SUMMARY OF CLOSING CONSIDERATION
<PAGE> 38
SUMMARY OF CLOSING CONSIDERATION
CAPITALIZATION ANALYSIS
COMPUCARE COMMON STOCK
<TABLE>
<CAPTION>
SHARES
------
<S> <C> <C> <C>
Common Stock 7,287,439
Series B Preferred Stock Convertible One for One to Common Stock 3,883,391
COMPUCARE COMMON STOCK EQUIVALENTS
AVG. STRIKE PRICE TOTAL UNDER PLANS CSE BASIS
----------------- ----------------- ---------
Employee Stock Options $ 1.39 2,577,114 1,844,649
Warrants - Series B $ 11.78 19,901 -
Warrants - Series D $ 22.09 13,582 -
Warrants - Series E $ 44.18 56,592 -
Warrants - Series F $ 0.03 33,955 33,747
COMPUCARE 12% SERIES A PREFERRED STOCK
12% Series A Preferred Stock, accreted through
March 2, 1999 ("Series A Preference Amount") $ 18,454,592
SHARE EXCHANGE ANALYSIS
Aggregate Fair Market Value $ 82,500,000
Fair Market Value per QuadraMed Share $ 24.7833
QuadraMed CSE's Offered 3,328,857
QuadraMed Shares Issued for 12% Series A Shares 744,639
Remaining QuadraMed CSEs to Issue 2,584,218
Conversion Ratio 0.19804
</TABLE>
<PAGE> 1
EXHIBIT 4.1
REGISTRATION RIGHTS AGREEMENT
This Registration Rights Agreement (the "Agreement") is entered into as
of March 3, 1999 (the "Effective Date") by and among QuadraMed Corporation, a
Delaware corporation ("QuadraMed"), on the one hand, and the persons set forth
on Schedule "A" attached hereto and incorporated by this reference, who,
together with the Other Stockholders are all of the stockholders of The
Compucare Company, a Delaware corporation (the "Company") (each, a "Stockholder"
and collectively, the "Stockholders"), effective when each such party executes a
counterpart signature page hereto (other than the Other Stockholders which shall
be third party beneficiaries to this Agreement pursuant to Section 15(k) below).
WHEREAS, pursuant to that certain Acquisition Agreement and Plan of
Merger dated February 3, 1999 by and among QuadraMed and Compucare Acquisition
Corporation, a Delaware corporation ("Acquisition Co."), on the one hand, and
the Company and the Stockholders on the other hand, (the "Merger Agreement"),
(i) Acquisition Co. shall be merged with and into the Company (the "Merger") and
(ii) by virtue of the Merger, the Stockholders shall receive approximately
3,000,000 shares of QuadraMed Common Stock (the "Shares") in exchange for issued
and outstanding shares of Company Common Stock and Series A Preferred Stock.
WHEREAS, QuadraMed desires to grant certain registration rights for the
Shares, and QuadraMed and the Stockholders desire that this Agreement shall
govern the rights of the Stockholders to cause QuadraMed to register the Shares,
as well as certain other matters as set forth herein.
NOW, THEREFORE, in consideration of the mutual covenants herein
contained, and for other good and valuable consideration, the receipt and
sufficiency of which are acknowledged by each signatory hereto, it is agreed as
follows:
1. Definitions. All capitalized terms not defined herein shall have the
meanings ascribed to them in the Merger Agreement.
(a) The terms "register", "registered," and "registration" refer
to a registration effected by preparing and filing a registration statement or
similar document in compliance with the Securities Act (as defined below), and
the declaration or ordering of effectiveness of such registration statement or
document.
(b) The term "Registrable Securities" means (i) the Shares issued
to the Stockholders pursuant to the Merger Agreement, (ii) shares of QuadraMed
Common Stock underlying warrants which remain outstanding and are exercisable
for QuadraMed's Common Stock pursuant to Section 2.4 of the Merger Agreement,
(iii) shares of QuadraMed Common Stock held by Other Participants (as defined in
Section 2 below) and (iv) any Common Stock issued or issuable with respect to
the securities referred to in clause (i), (ii) or (iii) by way of a stock
dividend or stock split or in connection with a combination of shares,
recapitalization, merger, consolidation or other reorganization. As to any
particular Registrable Securities, such
-1-
<PAGE> 2
securities will cease to be Registrable Securities when they have been
distributed to the public pursuant to an offering registered under the
Securities Act or sold to the public through a broker, dealer or market maker in
compliance with any exemption under the Securities Act, including, without
limitation, Rule 144 promulgated by the SEC (as defined below) under the
Securities Act (or any similar rule then in force).
(c) The term "Holder" means any person owning or having the right
to acquire Registrable Securities or any assignee thereof in accordance with
Section 11 hereof.
(d) The term "Form S-3" means such form under the Securities Act
as in effect on the date hereof or any comparable or successor form under the
Securities Act subsequently adopted by the SEC which permits inclusion or
incorporation of substantial information by reference to other documents filed
by QuadraMed with the SEC.
(e) The term "Securities Act" means the Securities Act of 1933,
as amended.
(f) The term "Termination Date" shall mean the last day at the
end of the shorter of (i) two (2) years from the closing of the merger
transaction described in the Merger Agreement, (ii) such shorter period that
will terminate when all Registrable Securities can be sold within any three (3)
month period without registration under the Securities Act or in compliance with
Rule 144 and (iii) such shorter period that will terminate when all Registrable
Securities have been disposed of by the Holders.
(g) The term "1934 Act" means the Securities Exchange Act of
1934, as amended.
(h) The term "SEC" means the Securities and Exchange Commission.
2. Shelf Registration.
(a) Upon the expiration of a one hundred fifty (150) day period
after the closing of the Merger, QuadraMed shall file a registration statement
on Form S-3 or another appropriate form permitting registration of such
Registrable Securities for resale by the Holders (the "Shelf Registration"). The
Shelf Registration shall register the Registrable Securities for an offering to
be made on a continuous basis pursuant to Rule 415 of the Securities Act and
QuadraMed shall cause the Shelf Registration to be declared effective under the
Securities Act as soon as practicable after the expiration of a one hundred
eighty (180) day period after the closing of the Merger and to keep the Shelf
Registration effective under the Securities Act until the Termination Date.
(b) QuadraMed will supplement and/or amend the Shelf Registration
for subsequent distribution arrangements as some or all of the Holders may
arrange from time to time. QuadraMed shall further supplement and amend the
Shelf Registration as required by the
-2-
<PAGE> 3
rules, regulations or instructions applicable to the registration form used by
QuadraMed for such Shelf Registration, or if required by the Securities Act.
(c) Upon thirty (30) days prior written notice to QuadraMed by
Stockholders holding a majority of the Registrable Securities issued to the
Stockholders in the Merger, the distribution arrangements referenced in
subsection (b) above may include one (1) offering underwritten by an underwriter
or underwriters selected by QuadraMed, subject to the reasonable approval of the
Stockholders (the "Secondary Offering"). The amount of Registrable Securities to
be included in the Secondary Offering and the timing of the Secondary Offering
will depend upon market conditions, as determined by the lead underwriter in its
reasonable discretion. QuadraMed will not include any shares of QuadraMed Common
Stock for its own account in the Secondary Offering.
QuadraMed may invite other holders of QuadraMed's Common Stock or
securities convertible or exchangeable therefor whose securities have been
registered or are proposed to be registered on Form S-3 by QuadraMed (the "Other
Participants") to participate in the Secondary Offering. Such holders may
execute counterpart signature pages to this Agreement and thereby become parties
hereto, and shall be subject to the duties and obligations set forth herein.
The right of any Stockholder or Other Participant to include its
Registrable Securities in the Secondary Offering shall be conditioned upon such
underwriting and inclusion of such Stockholder's or Other Participant's
Registrable Securities in the underwriting. All Stockholders and Other
Participants proposing to distribute their securities through such underwriting
in the Secondary Offering shall enter into an underwriting agreement in
customary form with the lead underwriter selected by QuadraMed. Notwithstanding
any of the provisions of this Section 2, if the lead underwriter in its
reasonable discretion advises QuadraMed that market factors require a limitation
on the number of Registrable Securities to be included, then QuadraMed shall
advise all Stockholders and Other Participants holding Registrable Securities
that would otherwise be underwritten pursuant hereto, and the number of shares
that may be included in the underwriting shall be allocated to the Stockholders
and the Other Participants on a pro rata basis based on the number of underlying
securities held by all such Stockholders and Other Participants; provided, that
the Registrable Securities included in the Offering and owned by the
Stockholders shall not constitute less than fifty percent (50%) of the shares
offered in the Secondary Offering.
QuadraMed may invite other holders of QuadraMed's Common Stock
other than the Holders to participate in the Secondary Offering, provided that
(i) the Stockholders and the Other Participants shall have priority for
participation in the Secondary Offering in the event of an underwriter's cutback
and (ii) any other such holder electing to participate agrees to reasonable and
customary lock-up provisions applicable to the period prior to and after the
Secondary Offering, enters into an underwriting agreement in customary form with
the underwriter and complies with the reasonable terms and conditions set forth
by the underwriter.
-3-
<PAGE> 4
(d) If, in the judgment of QuadraMed, it is advisable to suspend
or delay the use of the prospectus included in the Shelf Registration for a
discrete period of time due to (i) pending material corporate developments or
similar material information that have not yet been publicly disclosed and as to
which QuadraMed in good faith believes public disclosure is reasonably likely to
be detrimental to QuadraMed, (ii) due to a pending or proposed offering of
QuadraMed's securities, or (iii) QuadraMed's good faith determination that
initiating the Secondary Offering would be detrimental to QuadraMed and its
stockholders, QuadraMed shall deliver a certificate in writing, signed by the
Chief Executive Officer or Chairman of QuadraMed, to the Stockholders and Other
Participants to the effect of the foregoing and, upon such notice, QuadraMed may
suspend use of the Shelf Registration until a supplemented or amended prospectus
is filed with the SEC, or until the Stockholders and Other Participants are
advised in writing by QuadraMed that the prospectus may be used. QuadraMed will
use its reasonable and diligent efforts to insure that the use of the prospectus
may be resumed, and that the use of the Shelf Registration will commence, as
soon as practicable, but in no event may QuadraMed suspend use of the Shelf
Registration for more than ninety (90) days in each one (1) year period
following the Effective Date.
3. QuadraMed Registration.
(a) If (but without any obligation to do so) QuadraMed proposes
to register (including for this purpose a registration effected by QuadraMed for
stockholders other than the Holders) any of its stock or other securities under
the Securities Act in connection with the public offering of such securities
(other than a registration relating solely to the sale of securities to
participants in a QuadraMed stock plan, a registration relating to a corporate
reorganization or other transaction under Rule 145 of the Securities Act, a
registration on any form that does not include substantially the same
information as would be required to be included in a registration statement
covering the sale of the Registrable Securities, or a registration in which the
only Common Stock being registered is Common Stock issuable upon conversion of
debt securities that are also being registered), QuadraMed shall, at such time,
promptly give each Holder written notice of such registration. Upon the written
request of each Holder given within twenty (20) days after mailing of such
notice by QuadraMed in accordance with Section 15(g), QuadraMed shall, subject
to the provisions of Section 3(c), use all reasonable and diligent efforts to
cause to be registered under the Securities Act all of the Registrable
Securities that each such Holder has requested to be registered.
(b) Right to Termination Registration. QuadraMed shall have the
right to terminate or withdraw any registration initiated by it under this
Section 3 prior to the effectiveness of such registration whether or not any
Holder has elected to include securities in such registration. The expenses of
such withdrawn registration shall be borne by QuadraMed in accordance with
Section 6 hereof.
(c) Underwriting Requirements. In connection with any offering
involving an underwriting of shares of QuadraMed's capital stock, QuadraMed
shall not be required under this
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<PAGE> 5
Section 3 to include any of the Holders' securities in such underwriting unless
they accept the terms of the underwriting as agreed upon between QuadraMed and
the underwriters elected by it (or by other persons entitled to select the
underwriters) and enter into an underwriting agreement in customary form with an
underwriter or underwriters selected by QuadraMed, and then only in such
quantity as the underwriters determine in their sole discretion will not
jeopardize the success of the offering by QuadraMed. If the total amount of
securities, including Registrable Securities, requested by stockholders to be
included in such offering exceeds the amount of securities sold other than by
QuadraMed that the underwriters determine in their sole discretion is compatible
with the success of the offering, then QuadraMed shall be required to include in
the offering only that number of such securities, including Registrable
Securities, that the underwriters determine in their sole discretion will not
jeopardize the success of the offering (the securities so included to be
apportioned pro rata among the selling Holders and all other persons entitled to
participate in any such registration according to the total amount of securities
entitled to be included therein owned by each selling Holder or other such
person). For purposes of the preceding parenthetical concerning apportionment,
for any selling stockholder that is a Holder of Registrable Securities and that
is a partnership or corporation, the partners, retired partners and stockholders
of such Holder, or the estate and family member of any such partners and retired
partners and any trusts for the benefit of any of the foregoing persons shall be
deemed to be a single "selling Holder," and any pro rata reduction with respect
to such "selling Holder" shall be based upon the aggregate amount of Registrable
Securities owned by all such related entities and individuals.
4. Obligations of QuadraMed. In connection with the registration of the
Registrable Securities pursuant to Sections 2 and 3, QuadraMed shall have the
following obligations:
(a) Prepare and file with the SEC a registration statement with
respect to such Registrable Securities and use reasonable and diligent efforts
to cause such registration statement to become effective and, upon request the
Holders of a majority of the Registrable Securities registered thereunder, keep
such registration effective for a period of one hundred twenty (120) days or, if
earlier, until such distribution contemplated in the registration statement has
been completed (and with respect to the Shelf Registration, until the
Termination Date).
(b) QuadraMed shall prepare and file with the SEC such amendments
and supplements to any such registration statement and the prospectus used in
connection with any such registration statement as may be necessary to keep the
registration statement effective at all times and to comply with the provisions
of the Securities Act with respect to the disposition of all securities covered
by such registration statement.
(c) QuadraMed shall furnish to the Stockholders and their legal
counsel promptly after the same is prepared and publicly distributed, filed with
the SEC, or received by QuadraMed, one (1) copy of the registration statement
and any amendment thereto, each preliminary prospectus and prospectus and each
amendment or supplement thereto. QuadraMed shall furnish to the Holders such
numbers of copies of a prospectus, including a preliminary
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<PAGE> 6
prospectus, in conformity with the requirements of the Securities Act, and such
other documents as they may reasonably request in order to facilitate the
disposition of Registrable Securities owned by them. QuadraMed will immediately
notify each Holder by facsimile of the effectiveness of the registration
statement or any post-effective amendment. QuadraMed will promptly respond to
any and all comments received from the SEC, with a view towards causing any
registration statement or any amendment thereto to be declared effective by the
SEC as soon as practicable and shall promptly file an acceleration request as
soon as practicable following the resolution or clearance of all SEC comments,
or, if applicable, following notification by the SEC that the registration
statement or any amendment thereto will not be subject to review.
(d) QuadraMed shall use its reasonable and diligent efforts to
(i) register and qualify the securities covered by such registration statement
under such other securities or blue sky laws of such jurisdictions as shall be
reasonably requested by the Holders, (ii) prepare and file in those
jurisdictions such amendments (including post-effective amendments) and
supplements to such registrations and qualifications as may be necessary to
maintain the effectiveness thereof and (iii) take such other actions as may be
necessary to maintain such registrations and qualifications in effect at all
times, provided that QuadraMed shall not be required in connection therewith or
as a condition thereto to qualify to do business or to file a general consent to
service of process in any such states or jurisdictions.
(e) As promptly as practicable, QuadraMed shall notify each
Holder of Registrable Securities covered by such registration statement at any
time when a prospectus relating thereto is required to be delivered under the
Securities Act of the happening of any event as a result of which the prospectus
included in such registration statement, as then in effect, includes an untrue
statement of a material fact or omits to state a material fact required to be
stated therein or necessary to make the statements therein not misleading in the
light of the circumstances then existing and QuadraMed shall use its reasonable
and diligent efforts promptly to prepare a supplement or amendment to the
registration statement to correct such untrue statement or omission, and deliver
such number of copies of such supplement or amendment to each Holder as such
Holder may reasonably request.
(f) In the event of an underwritten offering, QuadraMed shall
enter into and perform its obligations under an underwriting agreement, in usual
and customary form, including, without limitation, customary indemnification and
contribution obligations, with the underwriters of such offering.
(g) QuadraMed shall also make its executive officers and records
available to the underwriters and their counsel for reasonable and customary due
diligence and QuadraMed shall make its executive officers available for a
customary "road show" if the underwriters so request.
(h) QuadraMed shall use its reasonable and diligent efforts to
prevent the issuance of any stop order or other suspension of effectiveness of a
registration statement, and, if
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<PAGE> 7
such an order is issued, to obtain the withdrawal of such order as soon as
practicable and to notify each Holder who holds Registrable Securities being
sold (or, in the event of an underwritten offering, the managing underwriters)
of the issuance of such order and the resolution thereof.
(i) QuadraMed shall permit counsel designated by the Stockholders
to review the registration statement and all amendments and supplements thereto
(as well as all requests for acceleration or effectiveness thereof) a reasonable
period of time prior to their filing with the SEC, and not file any document in
a form to which such counsel reasonably objects and will not request
acceleration of the registration statement without prior notice to such counsel.
The sections of the registration statement covering information with respect to
the Holders, the Holders' beneficial ownership of securities of QuadraMed or the
Holders intended method of disposition of Registrable Securities shall conform
to the information provided to QuadraMed by each of the Holders.
(j) At the request of any Holder, QuadraMed shall (i) furnish, on
the date that Registrable Securities are delivered to an underwriter, if any,
for sale in connection with the registration statement or, if such securities
are not being sold by an underwriter, on the date of effectiveness thereof an
opinion, dated as of such date, from counsel representing QuadraMed for purposes
of such registration statement, in form, scope and substance as is customarily
given in an underwritten public offering, addressed to the underwriters, if any,
and the Holders and (ii) use its reasonable and diligent efforts to furnish, on
the date that Registrable Securities are delivered to an underwriter, if any,
for sale in connection with the registration statement or, if such securities
are not being sold by an underwriter, on the date of the effectiveness thereof,
a letter, dated such date, from QuadraMed's independent certified public
accountants in form and substance as is customarily given by independent
certified public accountants to underwriters in an underwritten public offering,
addressed to the underwriters, if any, and the Holders.
(k) QuadraMed shall make available for inspection by (i) any
underwriter participating in any disposition pursuant to the registration
statement, (ii) one firm of attorneys and one firm of accountants or other
agents retained by the Stockholders and (iii) one firm of attorneys retained by
all such underwriters (collectively, the "Inspectors") all pertinent financial
and other records, and pertinent corporate documents and properties of QuadraMed
(collectively, the "Records"), as shall be reasonably deemed necessary by each
Inspector to enable each Inspector to exercise its due diligence responsibility,
and cause QuadraMed's officers, directors and employees to supply all
information which any Inspector may reasonably request for purposes of such due
diligence; provided, however, that each Inspector shall hold in confidence and
shall not make any disclosure (except to a Holder) of any Record or other
information which QuadraMed determines in good faith to be confidential, and of
which determination the Inspectors are so notified, unless (a) the disclosure of
such Records is necessary to avoid or correct a misstatement or omission in any
registration statement, (b) the release of such Records is ordered pursuant to a
subpoena or other order from a court or government body of competent
jurisdiction or (c) the information in such Records has been made generally
available to the
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<PAGE> 8
public other than by disclosure in violation of this or any other agreement.
QuadraMed shall not be required to disclose any confidential information in such
Records to any Inspector until and unless such Inspector shall have entered into
confidentiality agreements (in form and substance satisfactory to QuadraMed)
with QuadraMed with respect thereto. Each Holder agrees that it shall, upon
learning that disclosure of such Records is sought in or by a court or
governmental body of competent jurisdiction or through other means, give prompt
notice to QuadraMed and allow QuadraMed, at its expense, to undertake
appropriate action to prevent disclosure of, or to obtain a protective order
for, the records deemed confidential. Nothing herein (or in any other
confidentiality agreement between QuadraMed and any Holder) shall be deemed to
limit the Holder's ability to sell Registrable Securities in a manner which is
otherwise consistent with applicable laws and regulations.
(l) QuadraMed shall hold in confidence and not make any
disclosure of information concerning any Holder provided to QuadraMed unless (i)
disclosure of such information is necessary to comply with federal or state
securities laws, (ii) the disclosure of such information is necessary to avoid
or correct a misstatement or omission in any registration statement, (iii) the
release of such information is ordered pursuant to a subpoena or other order
from a court of governmental body of competent jurisdiction or (iv) such
information has been made generally available to the public other than by
disclosure in violation of this or any other agreement. QuadraMed agrees that it
shall, upon learning that disclosure of such information concerning a Holder is
sought in or by a court of governmental body of competent jurisdiction or
through other means, give prompt notice to such Holder prior to making such
disclosure, and allow the Holder, at its expense, to undertake appropriate
action to prevent disclosure of, or to obtain a protective order for, such
information.
(m) QuadraMed shall (i) cause all the Registrable Securities
covered by the registration statement to be listed on each national securities
exchange on which securities of the same class or series issued by QuadraMed are
then listed, if any, if the listing of such Registrable Securities is then
permitted under the rules of such exchange, or (ii) secure the designation and
quotation, of all the Registrable Securities covered by the registration
statement on the Nasdaq National Market and, without limiting the generality of
the foregoing, to arrange for at least two (2) market makers to register with
the National Association of Securities Dealers, Inc. as such with respect to
such Registrable Securities.
(n) QuadraMed shall provide a transfer agent and registrar, which
may be a single entity, for the Registrable Securities not later than the
effective date of the registration statement.
(o) QuadraMed shall cooperate with the Holders who hold
Registrable Securities being offered and the managing underwriter or
underwriters, if any, to facilitate the timely preparation and delivery of
certificates (not bearing any restrictive legends) representing Registrable
Securities to be offered pursuant to the registration statement and enable such
certificates to be in such denominations or amounts, as the case may be, as the
managing
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<PAGE> 9
underwriter or underwriters, if any, or the Holders may reasonably request and
registered in such names as the managing underwriter or underwriters, if any, or
the Holders may request, and, within three (3) business days after a
registration statement which includes Registrable Securities is ordered
effective by the SEC, QuadraMed shall deliver, and shall cause legal counsel
selected by QuadraMed to deliver, to the transfer agent for the Registrable
Securities (with copies to the Holders whose Registrable Securities are included
in such registration statement) a letter of instruction and an opinion of such
counsel in the usual and customary form and satisfactory to such transfer agent.
5. Furnish Information. It shall be a condition precedent to the
obligations of QuadraMed to complete the registration pursuant to this Agreement
with respect to the Registrable Securities of any selling Holder that such
Holder shall furnish to QuadraMed such information regarding itself, the
Registrable Securities held by it, and the intended method of disposition of
such securities as shall be reasonably required to effect the registration of
such Holder's Registrable Securities.
6. Expenses of Registration. All expenses incident to QuadraMed's
performance or compliance with the Agreement, including, without limitation, all
registration, filing, listing and qualification fees, printer's fees and fees
and disbursements of counsel, independent certified public accountants and all
other persons retained by QuadraMed and reasonable fees for one (1) separate
counsel, if any, retained by the Stockholders in connection with such
registration up to a maximum of $5,000 (collectively, the "Registration
Expenses"), will be borne by QuadraMed. Notwithstanding the foregoing, the
Holders of the Registrable Securities shall be obligated to pay, pro rata among
the Holder of the Registrable Securities on the basis of the number of
securities owned by each such Holder the underwriting discounts and commissions
relating to the Registrable Securities included in any registration hereunder.
7. Delay of Registration. No Holder shall have any right to obtain or
seek an injunction restraining or otherwise delaying any such registration as
the result of any controversy that might arise with respect to the
interpretation or implementation of this Agreement.
8. Indemnification. In the event any Registrable Securities are included
in a registration statement under this Agreement:
(a) To the extent permitted by law, QuadraMed will indemnify,
hold harmless and defend (i) each Holder, (ii) the directors, officers,
partners, employees, agents and each other person who controls any Holder or
Stockholder within the meaning of the Securities Act or the 1934 Act, (iii) any
underwriter (as defined in the Securities Act) for the Holders and (iv) the
directors, officers, partners, employees and each person who controls any such
underwriter within the meaning of the Securities Act or the 1934 Act, if any
(each, an "Indemnified Person"), against any losses, claims, damages,
liabilities or expenses (joint or several) (collectively, together with actions,
proceedings or inquiries by any regulatory or self-regulatory organization,
whether commenced or threatened, in respect thereof, "Claims") to which any of
them may
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<PAGE> 10
become subject, insofar as such Claims arise out of or are based upon any of the
following statements, omissions or violations (collectively a "Violation"): (i)
any untrue statement or alleged untrue statement of a material fact contained in
such registration statement, including any preliminary prospectus or final
prospectus contained therein or any amendments or supplements thereto, (ii) the
omission or alleged omission to state therein a material fact required to be
stated therein, or necessary to make the statements therein not misleading or
(iii) any violation or alleged violation by QuadraMed of the Securities Act, the
1934 Act, any state securities law or other law or any rule or regulation
promulgated under the Securities Act or the 1934 Act or any state securities law
or other law; and QuadraMed will pay to each such Indemnified Person, as
incurred, any legal or other expenses reasonably incurred such Indemnified
Person in connection with investigating or defending any such Claim; provided,
however, that the indemnity agreement contained in this Section 8(a) shall not
apply to amounts paid in settlement of any such Claim if such settlement is
effected without the consent of QuadraMed (which consent shall not be
unreasonably withheld), nor shall QuadraMed be liable in any such case for any
such Claim to the extent that it arises out of or is based upon a Violation
which occurs in reliance upon and in conformity with written information
furnished expressly for use in connection with such registration by any such
Holder.
(b) In connection with any registration statement in which a
Holder is participating, to the extent permitted by law, each such selling
Holder severally and not jointly will indemnify and hold harmless QuadraMed,
each of its directors, each of its officers who has signed the registration
statement, any underwriter, any other Holder selling securities in such
registration statement and any controlling person of any such underwriter or
other Holder and each person, if any, who controls QuadraMed within the meaning
of the Securities Act, against any Claims to which any of the foregoing persons
may become subject, under the Securities Act or the 1934 Act or other federal or
state law, insofar as such Claims arise out of or are based upon any Violation
by such Holder, in each case to the extent (and only to the extent) that such
Violation occurs by reason of reliance upon and in conformity with written
information furnished to QuadraMed by such Holder expressly for use in
connection with such registration; and each such Holder will pay, as incurred,
any legal or other expenses reasonably incurred by any person intended to be
indemnified pursuant to this Section 8(b), in connection with investigating or
defending any such Claim; provided, however, that the indemnity agreement
contained in this Section 8(b) shall not apply to amounts paid in settlement of
any such Claim if such settlement is effected without the consent of the Holder
(which consent shall not be unreasonably withheld); provided, further, that the
Holder shall be liable under this Agreement (including this Section 8(b) and
Section 9 below) only for that amount as does not exceed the net proceeds to
such Holder as a result of the sale of Registrable Securities pursuant to such
registration statement.
(c) Promptly after receipt by an indemnified party under this
Section 8 of notice of the commencement of any action (including any
governmental action), such indemnified party will, if a Claim in respect thereof
is to be made against any indemnifying party under this Section 8, deliver to
the indemnifying party a written notice of the commencement thereof and the
indemnifying party shall have the right to participate in, and, to the extent
the
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<PAGE> 11
indemnifying party so desires, jointly with any other indemnifying party
similarly noticed, to assume the defense thereof with counsel mutually
satisfactory to the parties; provided, however, that an indemnified party
(together with all other indemnified parties which may be represented without
conflict by one counsel) shall have the right to retain one separate counsel (to
be selected by Holders holding a majority of the Registrable Securities included
in the Registration Statement), with the fees and expenses to be paid by the
indemnifying party, if representation of such indemnified party by the counsel
retained by the indemnifying party would be inappropriate due to actual or
potential differing interests between such indemnified party and any other party
represented by such counsel in such proceeding. The failure to deliver written
notice to the indemnifying party within a reasonable time of the commencement of
any such action, if prejudicial to its ability to defend such action, shall
relieve such indemnifying party to the extent of such prejudice of any liability
to the indemnified party under this Section 8, but the omission so to deliver
written notice to the indemnifying party will not relieve it of any liability
that it may have to any indemnified party otherwise than under this Section 8.
(d) No indemnifying party, in the defense of any Claim arising
out of a Violation shall, except with the consent of each indemnified party,
consent to entry of any judgment or enter into any settlement which does not
include as an unconditional term thereof the giving by the claimant or plaintiff
to such indemnified party of a release from all liability in respect to such
Claim and, in the event the terms of such judgment or settlement include any
term other than the payment by the indemnifying party of money damages, the
indemnifying party shall not so consent or enter into such a settlement without
the consent of each indemnified party (which will not be unreasonably withheld)
whether or not the terms thereof include such a release.
(e) The obligations of QuadraMed and Holders under this Section 8
shall survive the completion of any offering of Registrable Securities in a
registration statement under this Agreement, and otherwise.
9. Contribution. To the extent any indemnification by an indemnifying
party is prohibited or limited by law, the indemnifying party agrees to make the
maximum contribution with respect to any amounts for which it would otherwise be
liable under Section 8 above to the fullest extent permitted by law; provided,
however, that (i) no contribution shall be made under circumstances where the
maker would not have been liable for indemnification under the fault standards
set forth in Section 8 above, (ii) no seller of Registrable Securities guilty of
fraudulent misrepresentation (within the meaning of Section 11(f) of the
Securities Act) shall be entitled to contribution from any seller of Registrable
Securities who was not guilty of such fraudulent misrepresentation and (iii)
contribution (together with any indemnification or other obligations under this
Agreement) by any seller of Registrable Securities shall be limited in amount to
the net amount of proceeds received by such seller from the sale of such
Registrable Securities.
10. Reports Under 1934 Act. With a view to making available to the
Holders the benefits of Rule 144 promulgated under the Securities Act and any
other rule or regulation of the
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SEC that may at any time permit a Holder to sell securities of QuadraMed to the
public without registration or pursuant to a registration on Form S-3, QuadraMed
agrees to:
(a) make and keep public information available, as those terms
are understood and defined in SEC Rule 144;
(b) file with the SEC in a timely manner all reports and other
documents required of QuadraMed under the Securities Act and the 1934 Act; and
(c) furnish to any Holder, so long as the Holder owns any
Registrable Securities, forthwith upon request (i) a written statement by
QuadraMed that it has complied with the reporting requirements of SEC Rule 144,
the Securities Act and the 1934 Act or that it qualifies as a registrant whose
securities may be resold pursuant to Form S-3, (ii) a copy of the most recent
annual or quarterly report of QuadraMed and such other reports and documents so
filed by QuadraMed and (iii) such other information as may be reasonably
requested in availing any Holder of any rule or regulation of the SEC which
permits the selling of any such securities without registration or pursuant to
such form.
11. Assignment of Registration Rights. A Stockholder may assign its
rights under this Agreement (but only with all related obligations) to (i) an
Affiliate (as defined in the Merger Agreement), partner, member or shareholder
of such Stockholder, or (ii) a transferee or assignee of such securities,
provided that, such transferee holds a minimum of fifty thousand (50,000) shares
of Registrable Securities and within a reasonable time after such transfer.
QuadraMed shall be furnished with written notice of the name and address of such
transferee or assignee and the securities with respect to which such
registration rights are being assigned; provided, further, that such assignment
shall be effective only if immediately following such transfer the further
disposition of such securities by the transferee or assignee is restricted under
the Securities Act. No Other Participant may assign its rights hereunder.
12. Amendment of Registration Rights. Any provision of the Agreement may
be amended and the observance thereof may be waived (either generally or in a
particular instance and either retroactively or prospectively), only with the
written consent of QuadraMed and the Stockholders holding a majority of the
Registrable Securities issued to the Stockholders in the Merger then
outstanding. Any amendment or waiver effected in accordance with this paragraph
shall be binding upon each Holder and Other Participant, each future holder of
all such Registrable Securities and QuadraMed.
13. Termination of Registration Rights. No Stockholder or Other
Participant shall be entitled to exercise any right provided in this Agreement
after the Termination Date.
14. Market Stand-Off. Each Holder hereby agrees that, at the written
request of QuadraMed or any lead underwriter, in any underwritten public
offering of securities of QuadraMed, the Holder shall not, without the prior
written consent of QuadraMed or such lead
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<PAGE> 13
underwriter, sell, make any short sale up, loan, grant any option for the
purchase of, pledge, encumber, or otherwise dispose of, or exercise any
registration rights with respect to, any Registrable Securities during the
ninety (90) day period (or such other period as reasonably requested by the lead
underwriter) commencing on the effective date of the registration statement
relating to such underwritten offering of the QuadraMed securities.
15. Miscellaneous.
(a) Successors and Assigns. All covenants and agreements in the
Agreement by or on behalf of any of the parties hereto will bind and inure to
the benefit of the respective successors and assigns of the parties hereto
whether so expressed or not. In addition, whether or not any express assignment
has been made, the provisions of the Agreement which are for the benefit of
purchasers or holders of Registrable Securities are also for the benefit of, and
enforceable by, any subsequent holder of Registrable Securities.
(b) Counterparts; Facsimile. This Agreement may be executed in
any number of counterparts and any party hereto may execute any such
counterpart, each of which when executed and delivered shall be deemed to be an
original and all of which counterparts taken together shall constitute but one
and the same instrument. This Agreement shall become effective, and binding upon
QuadraMed on the date hereof and upon each Stockholder when such Stockholder
signs and returns the counterpart signature page attached hereto.
(c) Descriptive Headings; Interpretation. The descriptive
headings of this Agreement are inserted for convenience only and do not
constitute a section of this Agreement.
(d) Severability. Whenever possible each provision and term of
this Agreement will be interpreted in a manner to be effective and valid but if
any provision or term of this Agreement is held to be prohibited by law or
invalid, then such provision or term will be ineffective only to the extent of
such prohibition or invalidity, without invalidating or affecting in any manner
whatsoever the remainder of such provision or term or the remaining provisions
or terms of this Agreement. If any of the covenants set forth in this Agreement
are held to be unreasonable, arbitrary or against public policy, such covenants
will be considered divisible with respect to scope, time and geographic area,
and in such lesser scope, time and geographic area, will be effective, binding
and enforceable against the parties hereto.
(e) Governing Law. The Agreement shall be governed by the laws of
the State of Delaware, without regard to the conflicts of law principles.
(f) Entire Agreement. This Agreement and the Merger Agreement
constitute the entire agreement between the parties with respect to the subject
matter of this Agreement and supersede all prior written and oral agreements and
understandings between QuadraMed, on the one hand, and the Stockholders, on the
other hand, with respect to the subject matter of this
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<PAGE> 14
Agreement. This Agreement may not be amended except by a written agreement
executed by the party to be charged with the amendment.
(g) Notices. Unless otherwise provided, any notice required or
permitted under this Agreement shall be given in writing and shall be deemed
effectively given upon receipt by the party to be notified at such party's
address set forth at the end of this Agreement or at such other address as such
party shall have furnished QuadraMed in writing, or, until any such party so
furnishes an address to QuadraMed, then to and at the address of the last holder
of the Shares covered by this Agreement who has so furnished an address to
QuadraMed.
(h) Delays or Omissions; Remedies Cumulative. It is agreed that
no delay or omission to exercise any right, power or remedy accruing to the
parties, upon any breach or default of QuadraMed under this Agreement, shall
impair any such right, power or remedy, nor shall it be construed to be a waiver
of any such breach of default, or any acquiescence therein, or of any similar
breach or default thereafter occurring; nor shall any waiver of any single
breach or default be deemed a waiver of any other breach or default theretofore
or thereafter occurring. It is further agreed that any waiver, permit, consent
or approval of any kind or character by a party of any breach or default under
this Agreement, or any waiver by a party of any provisions or conditions of this
Agreement must be in writing and shall be effective only to the extent
specifically set forth in writing and that all remedies, either under this
Agreement, or by law or otherwise afforded to a party, shall be cumulative and
not alternative.
(i) Further Assurances. Each party shall do and perform, or cause
to be done and performed, all such further acts and things, and shall execute
and deliver all such other agreements, certificates, instruments and documents,
as the other party may reasonably request in order to carry out the intent and
accomplish the purposes of this Agreement and the consummation of the
transactions contemplated hereby.
(j) Actions by Holders. Whenever any action, consent or other
determination is required on the part of the Stockholders to be made pursuant to
this Agreement, such determination shall be made by the Stockholders holding the
majority of Registrable Securities then outstanding issued to the Stockholders
in the Merger.
(k) Third Party Beneficiaries. All parties acknowledge and agree
that the Other Stockholders (as defined in the Merger Agreement) and Other
Participants shall be third party beneficiaries to this Agreement and, subject
to the fulfillment of the duties and obligations set forth herein, shall have
the registration rights set forth herein without the need to execute a
counterpart signature page hereto.
[REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]
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IN WITNESS WHEREOF, the parties have duly executed this Registration
Rights Agreement as of the date first written above.
QUADRAMED CORPORATION
By: /s/ Keith M. Roberts
------------------------------------------
Name: Keith M. Roberts
------------------------------------------
Title: Executive Vice President, Chief Financial
------------------------------------------
Officer and General Counsel
------------------------------------------
[SIGNATURE PAGE TO REGISTRATION RIGHTS AGREEMENT]
<PAGE> 16
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
RONALD V. AND PATRICIA C. APRAHAMIAN
By: /s/ Ronald V. Aprahamian
------------------------------------------
Name: Ronald V. Aprahamian
Address:
By: /s/ Patricia C. Aprahamian
------------------------------------------
Name: Patricia C. Aprahamian
Address:
<PAGE> 17
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
AUDREY HILLMAN FISHER TRUST, dated 8/28/68
By: /s/ T.G. Bigley
------------------------------------------
By: /s/ C.G. Grefenstette
------------------------------------------
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 18
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND II
By: Colker and Newlin Management Associates
By: /s/ William R. Newlin
------------------------------------------
Name: William R. Newlin
Title: Managing General Partner
Address: 2000 Technology Drive, Suite 160
Pittsburgh, PA 15219
<PAGE> 19
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
CEO VENTURE FUND III
By: Colker and Newlin Management Associates
By: /s/ William R. Newlin
------------------------------------------
Name: William R. Newlin
Title: Managing General Partner
Address: 2000 Technology Drive, Suite 160
Pittsburgh, PA 15219
<PAGE> 20
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JAMES COLKER
By: /s/ James Colker
------------------------------------------
Name: James Colker
Address: 2000 Technology Drive, Suite 160
Pittsburgh, PA 15219
<PAGE> 21
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
AUDREY HILLMAN FISHER
By: /s/ Audrey Hillman Fisher
------------------------------------------
Name: Audrey Hillman Fisher
Address: 5901 Braeburn Place
Pittsburgh, PA 15232
<PAGE> 22
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GALEN ASSOCIATES
By: Wesson Enterprises, Inc., General Partner
By: /s/ Bruce F. Wesson
------------------------------------------
Name: Bruce F. Wesson
Title: President
Address: c/o Galen Associates
Rockefeller Center
610 Fifth Avenue, 5th Floor
New York, NY 10020
<PAGE> 23
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GALEN PARTNERS II, L.P.
By: GWW Partners, L.P., General Partner
By: /s/ Bruce F. Wesson
------------------------------------------
Name: Bruce F. Wesson
Title: General Partner
Address: c/o Galen Associates
Rockefeller Center
610 Fifth Avenue, 5th Floor
New York, NY 10020
<PAGE> 24
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GALEN PARTNERS INTERNATIONAL II, L.P.
By: GWW Partners, L.P., General Partner
By: /s/ Bruce F. Wesson
------------------------------------------
Name: Bruce F. Wesson
Title: General Partner
Address: c/o Galen Associates
610 Fifth Avenue, 5th Floor
New York, NY 10020
<PAGE> 25
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
GARY P. GOLDING
By: /s/ Gary P. Golding
------------------------------------------
Name: Gary P. Golding
Address: c/o Edison Venture Fund
1420 Spring Hill Road, Suite 420
McLean, VA 22102
<PAGE> 26
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HCC INVESTMENTS, INC.
By: /s/ Andrew H. McQuarrie
------------------------------------------
Name: Andrew H. McQuarrie
Title: Vice President
Address: 824 Market Street
Suite 900
Wilmington, DE 19801
<PAGE> 27
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HENRY L. HILLMAN TRUST, dated 11/18/85
By: /s/ C.G. Grefenstette
------------------------------------------
Name: C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 28
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HENRY L. HILLMAN JR. TRUST, dated 8/28/68
By: /s/ T.G. Bigley
------------------------------------------
By: /s/ C.G. Grefenstette
------------------------------------------
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 29
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
HENRY L. HILLMAN, JR.
By: /s/ Henry L. Hillman, Jr.
------------------------------------------
Name: Henry L. Hillman, Jr.
Address: 3304 South East Biddle Road
Vancouver, WA 98684
<PAGE> 30
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
IA-II AFFILIATES FUND, L.L.C.
By: /s/ Robert C. McCormack
------------------------------------------
Its:
-----------------------------------------
<PAGE> 31
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, L.P.
By: Trident Capital Management, L.L.C.,
its general partner
By: /s/ Robert C. McCormack
------------------------------------------
Its:
-----------------------------------------
<PAGE> 32
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES, C.V.
By: Trident Capital Management, L.L.C.,
its investment general partner
By: /s/ Robert C. McCormack
------------------------------------------
Its:
-----------------------------------------
<PAGE> 33
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
INFORMATION ASSOCIATES-II, L.P.
By: Trident Capital Management-II, L.L.C.,
its general partner
By: /s/ Robert C. McCormack
------------------------------------------
Its:
-----------------------------------------
<PAGE> 34
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JULIET LEA HILLMAN SIMONDS TRUST,
dated 8/28/68
By: /s/ T.G. Bigley
------------------------------------------
By: /s/ C.G. Grefenstette
------------------------------------------
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 35
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY CAPITAL INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Morgan Stanley Capital Partners, III, Inc.,
as its general partner and in its capacity as a
stockholder
By: /s/ Karen H. Bechtel
--------------------------------------------
Name: Karen H. Bechtel
Title:
Address: Morgan Stanley Capital Partners III,
L.P.
1220 Avenue of the Americas
New York, NY 10020
<PAGE> 36
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY CAPITAL PARTNERS III, L.P.
By: MSCP III, L.P., its general partner
By: Morgan Stanley Capital Partners, III,
Inc.,
its general partner
By: /s/ Karen H. Bechtel
-----------------------------------------
Name: Karen H. Bechtel
Title: Managing Director
Address: Morgan Stanley Capital Partners
III, Inc.
1220 Avenue of the Americas
New York, NY 10020
<PAGE> 37
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY VENTURE CAPITAL
FUND II, C.V.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its managing general partner
By: /s/ Guy de Chazal
------------------------------------------
Name: Guy de Chazal
Title: President
Address: Morgan Stanley Venture Capital II,
Inc.
1221 Avenue of the Americas
New York NY 10020
<PAGE> 38
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY VENTURE CAPITAL FUND
II, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, Inc.,
its managing general partner
By: /s/ Guy de Chazal
------------------------------------------
Name: Guy de Chazal
Title: President
Address: Morgan Stanley Venture Capital II,
Inc.
1221 Avenue of the Americas
New York NY 10020
<PAGE> 39
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MORGAN STANLEY VENTURE INVESTORS, L.P.
By: Morgan Stanley Venture Partners II, L.P.,
its general partner
By: Morgan Stanley Venture Capital II, L.P.,
its managing general partner
By: /s/ Guy de Chazal
------------------------------------------
Name: Guy de Chazal
Title: President
Address: Morgan Stanley Venture Capital II,
Inc.
1221 Avenue of the Americas
New York NY 10020
<PAGE> 40
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
MSCP III 892 INVESTORS, L.P.
By: MSCP III, L.P., its general partner
By: Morgan Stanley Capital Partners, III,
Inc.,
its general partner
By: /s/ Karen H. Bechtel
------------------------------------------
Name: Karen H. Bechtel
Title:
Address: Morgan Stanley Capital Partners III,
Inc.
1220 Avenue of the Americas
New York, NY 10020
<PAGE> 41
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
WILLIAM R. NEWLIN
By: /s/ William R. Newlin
------------------------------------------
Name: William R. Newlin
Address: c/o Buchanan Ingersoll
One Oxford Centre
301 Grant Street, 20th Floor
Pittsburgh, PA 15219-1410
<PAGE> 42
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
JULIET LEA HILLMAN SIMONDS
By: /s/ J.L.H. Simonds
------------------------------------------
Name:
Address:
<PAGE> 43
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
ROBERT THOMPSON
By: /s/ R.M. Thompson, Jr.
------------------------------------------
Name: R.M. Thompson, Jr.
Address: 204 Hawthorne Street
Edgewood, PA 15218
<PAGE> 44
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, C.V.
By: Trident Capital, L.P., its investment
general partner
By: Trident Capital, Inc., its general partner
By: /s/ Robert C. McCormack
-------------------------------------------
Its:
------------------------------------------
<PAGE> 45
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
TRIDENT CAPITAL PARTNERS FUND-I, L.P.
By: Trident Capital, L.P., its general partner
By: Trident Capital, Inc., its general partner
By: /s/ Robert C. McCormack
------------------------------------------
Its:
------------------------------------------
<PAGE> 46
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
WILLIAM TABOTT HILLMAN TRUST, dated 8/28/68
By: /s/ T.G. Bigley
------------------------------------------
By: /s/ C.G Grefenstette
------------------------------------------
Name: T.G. Bigley, Trustee
C.G. Grefenstette, Trustee
Address: 1800 Grant Building
Pittsburgh, PA 15219
<PAGE> 47
SIGNATURE PAGE
The undersigned, being a holder of 12% Series A Exchangeable Preferred
Stock, Series B Convertible Preferred Stock and/or Common Stock of The Compucare
Company, a Delaware corporation (the "Company"), hereby acknowledges that the
undersigned has received and read a copy of the Registration Rights Agreement by
and among QuadraMed Corporation, Compucare Acquisition Corporation, the Company
and certain of its stockholders (the "Agreement"). The undersigned by signing
this Signature Page hereby irrevocably joins and agrees to be bound by the
Agreement in accordance with its terms, and the execution of this Signature Page
by the undersigned shall constitute the execution of the Agreement by the
undersigned as a party to the Agreement. The Company is hereby authorized to
attach this Signature Page to the Agreement.
IN WITNESS WHEREOF, the undersigned has duly signed this Signature Page
as of this 3rd day of March, 1999.
VENHILL LIMITED PARTNERSHIP
By: /s/ Howard B. Hillman
------------------------------------------
Name: Howard B. Hillman
Title: General Partner
Address:
<PAGE> 48
SCHEDULE "A"
STOCKHOLDERS
Aprahamian, Ronald V. and Patricia C.
Audrey Hillman Fisher Trust, dated 8/28/68
CEO Venture Fund II
CEO Venture Fund III
Colker, James
Fisher, Audrey Hillman
Galen Associates
Galen Partners II, L.P.
Galen Partners International II, L.P.
Golding, Gary P.
HCC Investments, Inc.
Henry L. Hillman Trust, dated 11/18/85
Henry L. Hillman, Jr. Trust, dated 8/28/68
Hillman, Henry L. Jr.
IA-II Affiliates Fund, L.L.C.
Information Associates, L.P.
Information Associates-II, C.V.
Information Associates-II, L.P.
Juliet Lea Hillman Simonds Trust, dated 8/28/68
Morgan Stanley Capital Investors, L.P.
Morgan Stanley Capital Partners III, Inc.
Morgan Stanley Capital Partners III, L.P.
Morgan Stanley Venture Capital Fund II, C.V.
Morgan Stanley Venture Capital Fund II, L.P.
Morgan Stanley Venture Investors, L.P.
MSCP III 892 Investors, L.P.
Newlin, William R.
Simonds, Juliet Lea Hillman
Thompson, Robert
Trident Capital Partners Fund I, C.V.
Trident Capital Partners Fund I, L.P.
Venhill Limited Partnership
William Tabott Hillman Trust, dated 8/28/68
<PAGE> 1
EXHIBIT 99.2
QuadraMed Corporation Completes Acquisition of The Compucare Company
RICHMOND, Calif.--(BW HealthWire)--March, 5, 1999--QuadraMed Corporation
(Nasdaq:QMDC - news), a leading healthcare information technology company,
announced today that it has completed its previously announced acquisition of
The Compucare Company, a privately-held provider of enterprise systems to
hospitals and integrated delivery networks, based in Reston, Va.
QuadraMed issued approximately 2.96 million shares of its common stock in the
transaction, representing an increase of approximately 270,000 shares as
compared to the amount previously announced. QuadraMed will not register the
shares issued in the transaction for sale pursuant to the Securities Act of
1933, until the expiration of 180 days after the closing.
More than 90% of Compucare's stockholders have indicated that they will not
transfer the shares until such registration is effective. The transaction will
be treated as a pooling of interests for accounting purposes.
Compucare enables hospitals, hospital groups and their affiliated providers of
all sizes to optimize their healthcare delivery through information technology
and professional services. Compucare's pioneering role in the technology arena
is exemplified by its early deployment of HIS applications on Windows NT, Unix
and Internet platforms.
QuadraMed Corporation uses technology to transform disparate healthcare data
into valuable, enterprise-wide information. Providing and distributing
meaningful information through its software, services and Internet solutions,
QuadraMed has enabled its 3,800 customers in the U.S. and Canada to generate
operational efficiencies, improve cash flow and measure the cost and quality of
care.
QuadraMed has implemented its product and service solutions in more than 60% of
the nation's hospitals. For more information about QuadraMed, its products and
services, visit http://www.quadramed.com.
Except for the historical financial information contained herein, the matters
discussed in this news release may be considered "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended, and
Section 21E of the Securities Exchange Act of 1934, as amended.
Such statements include declarations regarding the intent, belief or current
expectations of the Company and its management. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties; actual results
could differ materially from those indicated by such forward-looking statements.
<PAGE> 2
Among the important factors that could cause actual results to differ materially
from those indicated by such forward-looking statements are: (i) variability in
quarterly operating results, (ii) identification, consummation and assimilation
of acquisitions, (iii) dependence on large orders and customer concentration,
(iv) dependence on hospitals and demand for the Company products and services in
the healthcare information systems and services markets, (v) legislative or
market-driven reforms in the healthcare industry, (vi) the Company's ability to
develop and introduce new products, (vii) management of the Company's changing
operations, (viii) dependence on key personnel, (ix) development by competitors
of new or superior products or entry into the market of new competitors, (x)
risks related to product defects, (xi) risks associated with pending litigation,
(xii) dependence on intellectual property rights, (xiii) volatility in the
Company's stock price and historically low trading volume, (xiv) the success or
failure of strategic alliances, (xv) risk of interruption in data processing,
(xvi) risks associated with certain investments in early stage companies, and
(xvii) other risks identified from time to time in the Company's reports and
registration statements filed with the Securities and Exchange Commission,
including the Annual Report on Form 10-K/A filed on April 20, 1998, the
registration statement on form S-4 filed with the Securities and Exchange
Commission in January 1998 and the Quarterly Report on Form 10-Q for the period
ended September 30, 1998.
Contact:
QuadraMed Corporation
James D. Durham/John V. Cracchiolo
Stacey Levitz, 510/620-2340
www.quadramed.com
