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UNITED STATES
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) October 19, 2000
QUADRAMED CORPORATION
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(Exact name of registrant as specified in charter)
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<CAPTION>
Delaware 0-21031 52-1992861
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<S> <C> <C>
(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
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22 PELICAN WAY, SAN RAFAEL, CA 94901
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 482-2100
N/A
(Former name or former address, if changed since last report.)
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ITEM 5. OTHER INFORMATION
On October 19, 2000, QuadraMed Corporation ("QuadraMed") closed the sale of its
remaining interest in ChartOne, Inc. ("ChartOne") for approximately $26.6
million in cash to an investment group led by Warburg, Pincus Equity Partners,
L.P. and certain of its affiliates ("Warburg Pincus"). The sale of the
securities was made pursuant to the terms of a Securities Purchase Agreement,
dated as of September 28, 2000, by and among QuadraMed and QuadraMed Operating
Corporation, as sellers, and the investors named therein.
On June 7, 2000, ChartOne had completed the sale of 2,520,000 shares of its
Series A Preferred Stock to Warburg Pincus and Prudential Group, Inc. for an
aggregate cash price of approximately $25.2 million. The shares sold on June 7,
2000, represented approximately 43% of the shares of common stock of ChartOne
calculated on a fully diluted basis.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
(a) FINANCIAL STATEMENTS OF BUSINESSES ACQUIRED. Not applicable.
(b) PRO FORMA FINANCIAL INFORMATION. Not applicable.
(c) EXHIBITS.
2.1 Securities Purchase Agreement, dated as of
September 28, 2000, by and among QuadraMed
Corporation and QuadraMed Operating Corporation,
as Seller, and certain investors named therein.
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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: November 6, 2000 By: /s/ Mark N. Thomas
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Mark N. Thomas,
Chief Financial Officer
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