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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report: (Date of earliest event reported):
June 7, 2000
QUADRAMED CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-21031 52-1992861
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(State or Other Jurisdiction (Commission (I.R.S. Employer
of Incorporation) File Number) Identification Number)
22 PELICAN WAY, SAN RAFAEL, CA 94901
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(Address of principal executive offices) (Zip Code)
(415) 482-2100
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(Registrant's telephone number,
including area code)
N/A
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(Former Name or Former Address, If Changed Since Last Report)
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Item 2. Acquisition or Disposition of Assets
On June 7, 2000, ChartOne, Inc. ("ChartOne"), a subsidiary of
QuadraMed Corporation ("QuadraMed"), completed the sale of 2,520,000 shares of
its Series A Preferred Stock to Warburg, Pincus Equity Partners, L.P. and
certain of its affiliates ("Warburg Pincus") and Prudential Securities Group,
Inc. ("Prudential Securities") for an aggregate cash purchase price of $25.2
million. The sale of the securities was made pursuant to the terms of a
Securities Purchase Agreement, dated as of May 5, 2000, by and among QuadraMed,
QuadraMed Operating Corporation, certain investors named therein and ChartOne.
The 2,520,000 shares of Series A Preferred Stock sold in the transaction
represent approximately 43% of the shares of common stock of ChartOne calculated
on a fully diluted basis. Pursuant to the terms of the Securities Purchase
Agreement, Warburg Pincus and Prudential Securities are entitled to elect a
majority of the board of directors of ChartOne. The amount of the consideration
was determined based on arm's length negotiations between the parties. A copy of
the Securities Purchase Agreement is attached hereto as Exhibit 2.1.
ChartOne is a newly-formed medical records management subsidiary of
QuadraMed, to which QuadraMed transferred and assigned the assets and
liabilities of its Release of Information business on May 3, 2000. The transfer
and assignment were made pursuant to the terms of an Asset Contribution
Agreement, dated May 3, 2000, by and among ChartOne, QuadraMed and QuadraMed
Operating Corporation. A copy of the Asset Contribution Agreement is attached
hereto as Exhibit 10.1. In connection with the transfer and assignment, ChartOne
issued to QuadraMed two promissory notes in an aggregate principal amount of
approximately $12 million, which were paid in full on June 7, 2000.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits
(c) Exhibits
Exhibit 2.1 Securities Purchase Agreement, dated as of May 5, 2000, by
and among QuadraMed Corporation, QuadraMed Operating
Corporation, Certain Investors and ChartOne, Inc.
Exhibit 10.1 Asset Contribution Agreement, dated May 3, 2000 by and among
ChartOne, QuadraMed and QuadraMed Operating Corporation
Exhibit 10.2 ChartOne, Inc. Stockholders Agreement, dated as of June 7,
2000, among ChartOne, Inc., QuadraMed Operating Corporation,
and certain investors named therein
Exhibit 10.3 ChartOne, Inc. Registration Right Agreement, dated as of
June 7, 2000, among ChartOne, Inc., QuadraMed Operating
Corporation, and certain investors named therein
Exhibit 10.4 Second Amended and Restated Certificate of Incorporation of
ChartOne, Inc.
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SIGNATURES
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
By: /s/ LAWRENCE P. ENGLISH
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Name: LAWRENCE P. ENGLISH
Title: Chief Executive Officer
By: /s/ MARK THOMAS
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Name: MARK THOMAS
Title: Chief Financial Officer
Date: June 20, 2000
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INDEX OF EXHIBITS
Exhibit 2.1 Securities Purchase Agreement, dated as of May 5, 2000, by
and among QuadraMed Corporation, QuadraMed Operating
Corporation, Certain Investors and ChartOne, Inc.
Exhibit 10.1 Asset Contribution Agreement, dated May 3, 2000 by and among
ChartOne, QuadraMed and QuadraMed Operating Corporation
Exhibit 10.2 ChartOne, Inc. Stockholders Agreement, dated as of June 7, 2000,
among ChartOne, Inc., QuadraMed Operating Corporation, and
certain investors named therein
Exhibit 10.3 ChartOne, Inc. Registration Right Agreement, dated as of June 7,
2000, among ChartOne, Inc., QuadraMed Operating Corporation, and
certain investors named therein
Exhibit 10.4 Second Amended and Restated Certificate of Incorporation of
ChartOne, Inc.
