<PAGE> 1
As filed with the Securities and Exchange Commission on April 14, 1999
Registration No. 333-75945
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
--------------
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
Under
The Securities Act of 1933
--------------
QUADRAMED CORPORATION
(Exact name of registrant as specified in its charter)
<TABLE>
<S> <C>
DELAWARE 68-0316252
(State or other jurisdiction of (IRS Employer Identification No.)
incorporation or organization)
</TABLE>
1003 WEST CUTTING BOULEVARD
RICHMOND, CALIFORNIA 94804
(Address of principal executive offices) (Zip Code)
QUADRAMED CORPORATION 1996 STOCK INCENTIVE PLAN
CABOT MARSH CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
PYRAMID HEALTH GROUP, INC. 1997 EMPLOYEE AND CONSULTANT STOCK
OPTION PLAN
PYRAMID HEALTH SOLUTIONS, INC. 1996 EMPLOYEE AND CONSULTANT
STOCK OPTION PLAN
HOSPITAL CORRESPONDENCE CORPORATION 1995 STOCK OPTION PLAN AND
1996 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
CODEMASTER CORPORATION 1998 EXECUTIVE STOCK OPTION PLAN
IMN LLC 1995 CLASS C UNIT OPTION PLAN
THE COMPUCARE COMPANY 1997 STOCK COMPENSATION PLAN
SPECIAL OPTION GRANTS TO MESSRS. HURD, MEHTA, PATEL, DEVITT AND
AHEARN
AND TO MS. PAPPAS PURSUANT TO WRITTEN COMPENSATION AGREEMENTS
--------------
JAMES D. DURHAM
CHIEF EXECUTIVE OFFICER
QUADRAMED CORPORATION
1003 WEST CUTTING BOULEVARD
RICHMOND, CALIFORNIA 94804
(510) 620-2340
(Name and address, including zip code, and telephone number, including area
code, of agent for service)
--------------
This Post-Effective Amendment No. 1 to the Registration Statement shall
hereafter become effective in accordance with the provisions of Section 8(c) of
the Securities Act of 1933, as amended.
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<PAGE> 2
CALCULATION OF REGISTRATION FEE
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<CAPTION>
=========================================================================================================================
Title of Amount Proposed Proposed Amount of
Securities to be Maximum Maximum Registration
to be Registered (1) Offering Aggregate Fee
Registered Price per Offering Price
Share
=========================================================================================================================
<S> <C> <C> <C> <C>
QuadraMed Corporation
1996 Stock Incentive Plan
Common Stock, $0.01 par value 1,230,698 shares $4.31(2) $5,304,308.38(2) $1,474.60(5)
Cabot Marsh Corporation
1997 Incentive Stock Option Plan
Common Stock, $0.01 par value 14,775 shares $22.81(3) $337,017.75(3) $93.69(5)
Pyramid Health Group, Inc.
1997 Employee and Consultant Stock Option
Plan
Common Stock, $0.01 par value 19,930 shares $9.63(3) $191,925.90(3) $53.36(5)
Pyramid Health Solutions, Inc.
1996 Employee and Consultant Stock Option
Plan
Common Stock, $0.01 par value 137,680 shares $6.60(3) $908,688(3) $252.62(5)
Hospital Correspondence Corporation
1995 Stock Option Plan
Common Stock, $0.01 par value 31,461 shares $3.76(3) $118,293.36(3) $32.89(5)
Hospital Correspondence Corporation
1996 Employee and Consultant Stock Option
Plan
Common Stock, $0.01 par value 56,495 shares $8.30(3) $468,908.50(3) $130.36(5)
CodeMaster Corporation
1998 Executive Stock Option Plan
Common Stock, $0.01 par value 110,544 shares $8.34(3) $921,936.96(3) $256.30(5)
IMN LLC
1995 Class C Unit Option Plan
Common Stock, $0.01 par value 77,500 shares $25.81(3) $2,000,275(3) $556.08(5)
The Compucare Company
1997 Stock Compensation Plan
Common Stock, $0.01 par value 506,970 shares(6) $14.39(3) $7,295,298.30 $2,028.09(6)
Special Option Grants Pursuant
to Written Compensation Agreements
Common Stock, $0.01 par value
Mr. Hurd 50,000 shares $23.44 (4) $1,172,000(4) $325.82(5)
Mr. Mehta 150,000 shares $23.44 (4) $3,516,000(4) $977.45(5)
Mr. Patel 40,000 shares $23.44 (4) $937,600(4) $260.65(5)
Mr. DeVitt 30,000 shares $23.44 (4) $703,200(4) $195.49(5)
Mr. Ahearn 100,000 shares $16.625 (4) $1,662,500(4) $462.18(5)
Ms. Pappas 50,000 shares $23.44 (4) $1,172,000(4) $325.82(5)
</TABLE>
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<S> <C> <C>
Aggregate Filing Fee: $6,885.40
Aggregate Filing Fee (previously paid): ($5,609.08)(5)
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Aggregate Filing Fee (currently due): $1,816.32
============================================================================================================================
</TABLE>
<PAGE> 3
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(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the QuadraMed Corporation 1996
Stock Incentive Plan, the Cabot Marsh Corporation 1997 Incentive Stock
Option Plan, the Pyramid Health Group, Inc. 1997 Employee and Consultant
Stock Option Plan, the Pyramid Health Solutions, Inc. 1996 Employee and
Consultant Stock Option Plan, the Hospital Correspondence Corporation 1995
Stock Option Plan and 1996 Employee and Consultant Stock Option Plan, the
CodeMaster Corporation 1998 Executive Stock Option Plan, the IMN LLC 1995
Class C Unit Option Plan, the Compucare Company 1997 Stock Compensation
Plan, and the options granted to Messrs. Hurd, Mehta, Patel, DeVitt and
Ahearn and to Ms. Pappas pursuant to Written Compensation Agreements (the
"Individual Options") by reason of any stock dividend, stock split,
recapitalization or other similar transaction effected without the
Registrant's receipt of consideration which results in an increase in the
number of the outstanding shares of Common Stock of QuadraMed Corporation.
(2) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended the ("1933 Act"), on the basis of the
average of the high and low selling prices per share of Common Stock of
QuadraMed Corporation on April 6, 1999, as reported by the Nasdaq National
Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
Securities Act of 1933, as amended, on the basis of the weighted average
exercise price of the outstanding options.
(4) Calculated solely for purposes of this offering under Rule 457(h) of the
1933 Act on the basis of the exercise price of each of the Individual
Options.
(5) These filing fees were paid in connection with the filing of the Form S-8
Registration Statement with the Securities Exchange Commission,
Registration Number 333-75945, on April 9, 1999.
(6) A filing fee of $5,609.08 was paid in connection with the filing of the
Form S-8 Registration Statement with the Securities Exchange Commission,
Registration Number 333-75945, on April 9, 1999 with respect to the 52,935
shares of Common Stock issuable pursuant to the Compucare Company 1997
Stock Compensation Plan which were registered pursuant to such Registration
Statement. An additional filing fee of $1,816.32 is payable with respect to
the additional 454,035 shares of Common Stock issuable pursuant to the
Compucare Company 1997 Stock Compensation Plan which are being registered
pursuant to this Post-Effective Amendment No. 1 to the Registration
Statement.
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AMENDMENT
On April 9, 1999, QuadraMed Corporation (the "Registrant") registered
52,935 shares of common Stock for issuance under The Compucare Company 1997
Stock Compensation Plan (the "Compucare Plan") on a Form S-8 Registration
Statement with the Securities Exchange Commission, Registration Number 333-75945
(the "Registration Statement"). Registrant is hereby registering an additional
454,035 shares under the Compucare Plan.
Registrant hereby incorporates all of the information contained in the
Registration Statement and supplements it with the following information:
<PAGE> 4
PART II
ITEM 8. EXHIBITS
I. EXHIBITS
Number Exhibit
5.2 Opinion and consent of Zevnik Horton Guibord McGovern Palmer &
Fognani, L.L.P.
<PAGE> 5
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing this Post-Effective Amendment No. 1 to Form S-8,
and has duly caused this Post-Effective Amendment No. 1 to Form S-8 to be signed
on its behalf by the undersigned, thereunto duly authorized, in the City of
Richmond, State of California on this 13th day of April, 1999.
QUADRAMED CORPORATION
By: /s/ James D. Durham*
--------------------------------
James D. Durham
Chairman of the Board, and
Chief Executive Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed below by the following persons in
the capacities and on the dates indicated.
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<CAPTION>
Signature Title Date
--------- ----- ----
<S> <C> <C>
/s/ James D. Durham* Chairman of the Board and April 13, 1999
- ---------------------------------- Chief Executive Officer
James D. Durham (Principal Executive Officer)
/s/ Keith M. Roberts* General Counsel & Chief Financial April 13, 1999
- ---------------------------------- Officer and Assistant Secretary (Principal
Keith M. Roberts Financial Officer)
/s/ Bernie J. Murphy* Vice President, Finance and Chief April 13, 1999
- ---------------------------------- Accounting Officer (Principal Accounting
Bernie J. Murphy Officer)
/s/ Albert L. Greene* Director April 13, 1999
- ----------------------------------
Albert L. Greene
/s/ Kenneth E. Jones* Director April 13, 1999
- ----------------------------------
Kenneth E. Jones
/s/ Thomas F. McNulty* Director April 13, 1999
- ----------------------------------
Thomas F. McNulty
</TABLE>
<PAGE> 6
<TABLE>
<S> <C> <C>
/s/ Joan P. Neuscheler* Director April 13, 1999
- ----------------------------------
Joan P. Neuscheler
*By: /s/ Keith M. Roberts
------------------------------
Keith M. Roberts
Attorney-in-Fact
</TABLE>
<PAGE> 7
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
QUADRAMED CORPORATION
<PAGE> 8
EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibit
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<S> <C>
5.2 Opinion and consent of Zevnik Horton Guibord McGovern Palmer &
Fognani, LLP.
</TABLE>
<PAGE> 1
EXHIBIT 5.2
OPINION AND CONSENT OF ZEVNIK HORTON GUIBORD MCGOVERN PALMER
& FOGNANI, L.L.P.
April 13, 1999
QuadraMed Corporation
1003 West Cutting Boulevard, 2nd Floor
Richmond, California 94804
Re: Registration Statement for Offering of
an Aggregate of 877,855 Shares of Common Stock
Ladies and Gentlemen:
This opinion is delivered to QuadraMed Corporation, a Delaware corporation
(the "Company"), in connection with the Post-Effective Amendment No. 1 to Form
S-8 (the "Registration Statement") under the Securities Act of 1933, as amended,
of (i) 14,775 shares of the Company's common stock (the "Common Stock") for
issuance under the Cabot Marsh Corporation 1997 Incentive Stock Plan, (ii)
19,930 shares of the Common Stock for issuance under the Pyramid Health Group,
Inc. 1997 Employee and Consultant Stock Option Plan, (iii) 137,680 shares of the
Common Stock for issuance under the Pyramid Health Solutions, Inc. 1996 Employee
and consultant Stock Option Plan, (iv) 31,461 shares of Common Stock for
issuance under the Hospital Correspondence Corporation 1995 Stock Option Plan,
(v) 56,495 shares of Common Stock for issuance under the Hospital Correspondence
Corporation 1996 Employee and Consultant Option Plan, (vi) 110,544 shares of
Common Stock for issuance under the CodeMaster Corporation 1998 Executive Stock
Option Plan and (vii) 506,970 shares of Common Stock for issuance under The
Compucare Company 1997 Stock Compensation Plan (collectively, the "Assumed
Option Plans").
This opinion is being furnished in accordance with the requirements of Item
8(c) of Form S-8 and Item 601(b)(5)(i) of Regulation S-K.
We have reviewed the Company's charter documents and the corporate
proceedings taken by the Company in connection with the assumption of the
Assumed Option Plans. Based on such review, we are of the opinion that, if, as
and when the shares of the Common Stock are issued and sold (and the
consideration therefor received) pursuant to the provisions of option agreements
duly authorized under the Assumed Option Plans and in accordance with the
Registration Statement, such shares will be duly authorized, legally issued,
fully paid and nonassessable.
We consent to the filing of this opinion letter as Exhibit 5.2 to the
Registration Statement.
<PAGE> 2
This opinion letter is rendered as of the date first written above, and we
disclaim any obligation to advise you of facts, circumstances, events or
developments which hereafter may be brought to our attention and which may
alter, affect or modify the opinion expressed herein. Our opinion is expressly
limited to the matters set forth above, and we render no opinion, whether by
implication or otherwise, as to any other matters relating to the Company, the
Assumed Option Plans or the shares of the Common Stock issuable under such
plans.
Very truly yours,
-----------------------------------------
ZEVNIK HORTON GUIBORD McGOVERN PALMER &
FOGNANI, L.L.P
