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As filed with the Securities and Exchange Commission on June 21, 2000
Registration No. 333-
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUADRAMED CORPORATION
(EXACT NAME OF REGISTRANT AS SPECIFIED IN ITS CHARTER)
DELAWARE 52-1992861
(STATE OR OTHER JURISDICTION OF (IRS EMPLOYER IDENTIFICATION NO.)
INCORPORATION OR ORGANIZATION)
22 PELICAN WAY
SAN RAFAEL, CALIFORNIA 94901
(ADDRESS OF PRINCIPAL EXECUTIVE OFFICES) (ZIP CODE)
QUADRAMED CORPORATION 1999 SUPPLEMENTAL STOCK OPTION PLAN
LINKSOFT TECHNOLOGIES, INC. 1997 STOCK OPTION PLAN
OPTION GRANTED TO DAVID A. EPSTEIN PURSUANT TO A STOCK OPTION AGREEMENT,
DATED SEPTEMBER 1, 1998, BY AND BETWEEN PRO INTERMED, INC. AND DAVID A. EPSTEIN
JAMES D. DURHAM
CHIEF EXECUTIVE OFFICER
QUADRAMED CORPORATION
22 PELICAN WAY
SAN RAFAEL, CALIFORNIA 94901
(415) 482-2100
(NAME AND ADDRESS, INCLUDING ZIP CODE, AND TELEPHONE NUMBER,
INCLUDING AREA CODE, OF AGENT FOR SERVICE)
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CALCULATION OF REGISTRATION FEE
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<CAPTION>
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Proposed Maximum Proposed Maximum Amount of
Amount to be Offering Price per Aggregate Offering Registration
Title of Securities to be Registered Registered(1) Share Price Fee
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<S> <C> <C> <C> <C>
QuadraMed Corporation 1999
Supplemental Stock Option Plan
Common Stock, $0.01 par value 2,000,000 shares $2.91(2) $5,820,000 $1,537
LinkSoft Technologies, Inc.
Stock Option Plan
Common Stock, $0.01 par value 46,223 shares $2.12(3) $ 98,086 $ 26
Common Stock, $0.01 par value,
Issued to David A. Epstein pursuant
to a written Stock Option Agreement 29,527 shares $ .001(4) $ 30 $ 0
Option Granted Pursuant to
Written Stock Option Agreement
with David A. Epstein Common
Stock, $0.01 par value 69,475 shares $2.87(4) $ 199,393 $ 53
Total: 2,145,225 shares $6,117,509 $1,616
</TABLE>
(1) This Registration Statement shall also cover any additional shares of
Common Stock which become issuable under the QuadraMed Corporation 1999
Supplemental Stock Option Plan, the LinkSoft Technologies, Inc. 1997 Stock
Option Plan and the option granted to Mr. Epstein pursuant to the Stock Option
Agreement, dated September 1, 1998, by and between Pro Intermed, Inc. and Mr.
Epstein (the "Epstein Option") 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 June 19, 2000, as reported by the Nasdaq National
Market.
(3) Calculated solely for purposes of this offering under Rule 457(h) of the
1933 Act 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 the Epstein Options.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
ITEM 3. INCORPORATION OF DOCUMENTS BY REFERENCE
QuadraMed Corporation (the "Registrant") hereby incorporates by reference
into this Registration Statement the following documents previously filed with
the Securities and Exchange Commission (the "SEC"):
(a) The Registrant's Annual Report on Form 10-K for the fiscal year ended
December 31, 1999 filed with the SEC on March 30, 2000; Amendment No.
1 thereto, filed with the SEC on May 1, 2000; and Amendment No. 2
thereto, filed with the SEC on May 26, 2000.
(b) The Registrant's Current Reports on Form 8-K, filed with the SEC on
March 31, 2000 and May 15, 2000.
(c) The Registrant's Registration Statement No. 00-021031 on Form 8-A
filed with the SEC on July 17, 1996 pursuant to Section 12 of the
Securities Exchange Act of 1934, as amended (the "1934 Act"), in
which there is described the terms, rights and provisions applicable
to the Registrant's outstanding Common Stock.
All reports and definitive proxy or information statements filed pursuant
to Section 13(a), 13(c), 14 or 15(d) of the 1934 Act after the date of this
Registration Statement and prior to the filing of a post-effective amendment
which indicates that all securities offered hereby have been sold or which
deregisters all securities then remaining unsold shall be deemed to be
incorporated by reference into this Registration Statement and to be a part
hereof from the date of filing of such documents. Any statement contained in a
document incorporated or deemed to be incorporated by reference herein shall be
deemed to be modified or superseded for purposes of this Registration Statement
to the extent that a statement contained herein or in any subsequently filed
document which also is deemed to be incorporated by reference herein modifies
or supersedes such statement. Any such statement so modified or superseded
shall not be deemed, except as so modified or superseded, to constitute a part
of this Registration Statement.
ITEM 4. DESCRIPTION OF SECURITIES
Not Applicable.
ITEM 5. INTERESTS OF NAMED EXPERTS AND COUNSEL
Not Applicable.
ITEM 6. INDEMNIFICATION OF DIRECTORS AND OFFICERS
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The Registrant's Certificate of Incorporation provides that its
directors will not be liable to the Registrant or its stockholders for monetary
damages for breaches of fiduciary duty to the fullest extent permitted by
Delaware law. This provision is intended to allow the Registrant's directors
the benefit of Delaware General Corporation Law, which provides that directors
of Delaware corporations may be relieved of monetary liability for breaches of
their fiduciary duty of care except under certain circumstances, including
breach of the duty of loyalty, acts or omissions not in good faith or involving
intentional misconduct or known violation of law or any transaction from which
the director derived an improperly personal benefit.
The Registrant will enter into separate indemnification agreements with
each of the directors and executive officers whereby the Registrant will agree,
among other things, to indemnify them against certain liabilities that may
arise by reason of their status or service as directors or executive officers
to advance their expenses incurred as a result of any proceeding against them
as to which they could be indemnified.
ITEM 7. EXEMPTION FROM REGISTRATION CLAIMED
Not Applicable.
ITEM 8. EXHIBITS
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<CAPTION>
NUMBER EXHIBIT
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<S> <S>
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-021031 on Form 8-A, including
the exhibits thereto, which is incorporated herein by reference pursuant
to Item 3(b).
5.1 Opinion and consent of Zevnik Horton Guibord McGovern Palmer & Fognani,
L.L.P.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P. Is
contained in Exhibit 5.1
24.0 Power of Attorney. Reference is made to page II-5 of this Registration
Statement.
99.1 QuadraMed Corporation 1999 Supplemental Stock Option Plan. (Incorporated
by reference to Exhibit 10.5 to the Registrant's Annual Report on Form
10-K for the year ended December 31, 1999, filed with the SEC on March
30, 2000.)
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
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99.4 LinkSoft Technologies, Inc. 1997 Stock Option Plan.
99.5 Form of Stock Option Agreement (LinkSoft Technologies, Inc.)
99.6 Stock Option Agreement dated September 1, 1998 by and between Pro
Intermed, Inc. and David A. Epstein.
99.7 Form of LinkSoft Stock Option Assumption Agreement.
ITEM 9. UNDERTAKINGS
A. The undersigned Registrant hereby undertakes: (1) to file, during
any period in which offers or sales are being made, a post-effective amendment
to this Registration Statement (i) to include any prospectus required by
Section 10(a)(3) of the 1933 Act, (ii) to reflect in the prospectus any facts
or events arising after the effective date of this Registration Statement (or
the most recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in this
Registration Statement and (iii) to include any material information with
respect to the plan of distribution not previously disclosed in this
Registration Statement or any material change to such information in this
Registration Statement; provided, however, that clauses (1)(i) and (1)(ii)
shall not apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed by the
Registrant pursuant to Section 13 or Section 15(d) of the 1934 Act that are
incorporated by reference into this Registration Statement; (2) that for the
purpose of determining any liability under the 1933 Act each such
post-effective amendment shall be deemed to be a new registration statement
relating to the securities offered therein and the offering of such securities
at that time shall be deemed to be the initial bona fide offering thereof; and
(3) to remove from registration by means of a post-effective amendment any of
the securities being registered which remain unsold at the termination of the
QuadraMed Corporation 1999 Supplemental Stock Option Plan, the LinkSoft
Technologies, Inc. 1997 Stock Option Plan or upon the expiration of the Epstein
Option.
B. The undersigned Registrant hereby undertakes that, for purposes of
determining any liability under the 1933 Act, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the 1934 Act that
is incorporated by reference into this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
C. Insofar as indemnification for liabilities arising under the 1933
Act may be permitted to directors, officers or controlling persons of the
Registrant pursuant to the foregoing provisions, or otherwise, the Registrant
has been advised that, in the opinion of the SEC, such indemnification is
against public policy as expressed in the 1933 Act, and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling
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person of the Registrant in the successful defense of any action, suit or
proceeding) is asserted by such director, officer or controlling person in
connection with the securities being registered, the Registrant will, unless in
the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the 1933
Act and will be governed by the final adjudication of such issue.
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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 on Form S-8, and has duly caused this
Registration Statement to be signed on its behalf by the undersigned, thereunto
duly authorized, in the City of San Rafael, State of California on this 20th
day of June, 2000.
QUADRAMED CORPORATION
By: /s/ LAWRENCE P. ENGLISH
--------------------------------
Lawrence P. English
Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of QuadraMed Corporation, a
Delaware corporation, do hereby constitute and appoint Lawrence P. English and
Mark N. Thomas, each one of them, the lawful attorneys-in-fact and agents with
full power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said corporation
to comply with the 1933 Act, and any rules or regulations or requirements of
the Securities and Exchange Commission in connection with this Registration
Statement. Without limiting the generality of the foregoing power and
authority, the powers granted include the power and authority to sign the names
of the undersigned officers and directors in the capacities indicated below to
this Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any and
all instruments or documents filed as part of or in conjunction with this
Registration Statement or amendments or supplements thereof, and each of the
undersigned hereby ratifies and confirms that all said attorneys and agents, or
any one of them, shall do or cause to be done by virtue hereof. This Power of
Attorney may be signed in several counterparts.
IN WITNESS WHEREOF, each of the undersigned has executed this Power of
Attorney as of the date indicated.
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Pursuant to the requirements of the 1933 Act, this Registration Statement
has been signed below by the following persons in the capacities and on the
dates indicated.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
<S> <C> <C>
/s/ Lawrence P. English Chief Executive Officer June 20, 2000
--------------------------- (Principal Executive Officer)
Lawrence P. English
/s/ Mark N. Thomas Chief Financial Officer June 20, 2000
--------------------------- (Principal Financial Officer)
Mark N. Thomas
/s/ James D. Durham Chairman of the Board June 20, 2000
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James D. Durham
/s/ Albert L. Greene Director June 20, 2000
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Albert L. Greene
/s/ Cornelius T. Ryan Director June 20, 2000
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Cornelius T. Ryan
/s/ Michael J. King Director June 20, 2000
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Michael J. King
/s/ E.A. Roskovensky Director June 20, 2000
---------------------------
E.A. Roskovensky
/s/ Scott Gross Director June 20, 2000
---------------------------
Scott Gross
</TABLE>
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C.
EXHIBITS
TO
FORM S-8
UNDER
SECURITIES ACT OF 1933
QUADRAMED CORPORATION
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Number Exhibits
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<S> <C>
4 Instruments Defining Rights of Stockholders. Reference is made to
Registrant's Registration Statement No. 00-021031 on Form 8-A,
including the exhibits thereto, which is incorporated herein by
reference pursuant to Item 3(b).
5.1 Opinion and consent of Zevnik Horton Guibord McGovern Palmer &
Fognani, L.L.P.
23.1 Consent of Arthur Andersen LLP, Independent Public Accountants.
23.2 Consent of Zevnik Horton Guibord McGovern Palmer & Fognani, L.L.P. is
contained in Exhibit 5.1.
24.0 Power of Attorney. Reference is made to page II-5 of this
Registration Statement.
99.1 QuadraMed Corporation 1999 Supplemental Stock Option Plan.
(Incorporated by reference to Exhibit 10.5 to the Registrant's Annual
Report on Form 10-K for the year ended December 31, 1999, filed with
the SEC on March 30, 2000.)
99.2 Form of Notice of Grant of Stock Option.
99.3 Form of Stock Option Agreement.
99.4 LinkSoft Technologies, Inc. 1997 Stock Option Plan.
99.5 Form of Stock Option Agreement (LinkSoft Technologies, Inc.).
99.6 Stock Option Agreement, dated September 1, 1998 by and between Pro
Intermed, Inc. and David A. Epstein.
99.7 Form of LinkSoft Stock Option Assumption Agreement.
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