UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13G
Under the Securities Exchange Act of 1934
(Amendment No. ____)*
Quadramed Corporation
(Name of Issuer)
Common Stock, $.01 par value
(Title of Class of Securities)
74630W 10 1
(CUSIP Number)
* The remainder of this cover page shall be filled out for a reporting
person's initial filing on
this form with respect to the subject class of securities, and for any
subsequent amendment
containing information which would alter the disclosures provided in a prior
cover page.
The information required in the remainder of this cover page shall not be
deemed to be "filed"
for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act")
or otherwise
subject to the liabilities of that section of the Act but shall be subject to
all other provisions of
the Act (however, see the Notes).
<PAGE>
CUSIP No. 74730W 10 1 Page 2 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW Ventures II, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York limited partnership
5 SOLE VOTING POWER
NUMBER OF
SHARES 458,538 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
458,538 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
458,538 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
7.3%
12 TYPE OF REPORTING PERSON
PN
*CW Ventures II, L.P. ("CW") may be deemed to share voting and dispositive
power over the 45,153, 10,604 and 24,594 shares of common stock held by,
respectively, CW Ventures, Overseas Medical Ventures, IL and CW R&D II
(Financial) L.P., who are affiliates of CW. CW disclaims beneficial
ownership of these shares.
<PAGE>
CUSIP No. 74730W 10 1 Page 3 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW R&D II (Financial) L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware limited partnership
5 SOLE VOTING POWER
NUMBER OF
SHARES 24,594 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
24,594 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
24,594 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.4%
12 TYPE OF REPORTING PERSON
PN
* CW R&D II (Financial) L.P. ("R&D") may be deemed to share voting and
dispositive power over the 458,538, 45,153 and 10,604 shares of common stock
held by, respectively, CW Ventures II, L.P., CW Ventures and Overseas Medical
Ventures, IL, who are affiliates of R&D. R&D disclaims beneficial ownership
of these shares.<PAGE>
CUSIP No. 74730W 10 1 Page 4 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
CW Ventures
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
New York limited partnership
5 SOLE VOTING POWER
NUMBER OF
SHARES 45,153 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
45,153 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
45,153 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.7%
12 TYPE OF REPORTING PERSON
PN
* CW Ventures ("Ventures") may be deemed to share voting and dispositive
power over the 458,538, 10,604 and 24,594 shares of common stock held by,
respectively, CW Ventures II, L.P.,
Overseas Medical Ventures, IL and CW R&D II (Financial) L.P., who are
affiliates of Ventures. Ventures disclaims beneficial ownership of these
shares.
<PAGE>
CUSIP No. 74730W 10 1 Page 5 of 11 Pages
1 NAME OF REPORTING PERSON
S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
Overseas Medical Ventures, IL
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP
(a)
(b)
3 SEC USE ONLY
4 CITIZENSHIP OR PLACE OF ORGANIZATION
Netherlands Antilles Corporation
5 SOLE VOTING POWER
NUMBER OF
SHARES 10,604 shares
BENEFICIALLY
OWNED BY 6 SHARED VOTING POWER
EACH
REPORTING 0* shares
PERSON
WITH
7 SOLE DISPOSITIVE POWER
10,604 shares
8 SHARED DISPOSITIVE POWER
0* shares
9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
10,604 shares
10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES
11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9
.2%
12 TYPE OF REPORTING PERSON
PN
* Overseas Medical Ventures, IL ("Overseas") may be deemed to share voting
and dispositive power over the 458,538, 45,153 and 24,594 shares of common
stock held by, respectively, CW Ventures II, L.P., CW Ventures, and CW R&D
II (Financial) L.P., who are affiliates of Overseas. Overseas disclaims
beneficial ownership of these shares.<PAGE>
Item 1(a) Name of Issuer:
Quadramed Corporation (the "Company")
Item 1(b) Address of Issuer's Principal Executive Offices:
80 E. Sir Francis Drake Blvd., Suite 2A
Larkspur, California 94939
Item 2(a) Name of Person Filing:
This Statement is filed by CW Ventures II, L.P. (the
"Reporting Person").
CW Ventures ("Ventures"), CW R&D II (Financial) L.P. ("R&D")
and Overseas Medical Ventures, IL ("Overseas") are affiliates
of the Reporting Person. See attached Exhibit A.
Item 2(b) Address of Principal Business Office, or
if none, Residence:
The address of the principal business office of the Reporting
Person is 1041 Third Avenue, New York, New York 10021.
The address of the principal business office of Ventures is
1041 Third Avenue, New York, New York 10021.
The address of the principal business office of R&D is 1041
Third Avenue, New York, New York 10021.
The address of the principal business office of Overseas is
1041 Third Avenue, New York, New York 10021.
Item 2(c) Citizenship:
The Reporting Person is a New York limited partnership.
Ventures is a New York limited partnership.
R&D is a Delaware limited partnership.
Overseas is a Netherlands Antilles corporation.
Item 2(d) Title of Class of Securities:
Common Stock, $.01 par value per share ("Common Stock")
Item 2(e) CUSIP Number:
74730W 10 1
Item 3 Description of Person Filing:
Not applicable.
Item 4 Ownership:
The following information with respect to ownership of Common
Stock of the Company by the Reporting Person, Ventures, R&D
and Overseas is provided as of December 31, 1996, the last day
of the year covered by this Statement.
(a) Amount beneficially owned:
See Row 9 of the cover pages. The amount for CW
Ventures II, L.P. includes warrants to purchase 250,559
shares of Common Stock of the Company that are
currently exercisable.
(b) Percent of Class:
See Row 11 of the cover pages.
(c) Number of shares as to which such person has:
(i) Sole power to vote or to direct the vote:
See Row 5 of the cover pages.
(ii) Shared power to vote or to direct the vote:
See Row 6 of the cover pages.
(iii)Sole power to dispose or direct the disposition of:
See Row 7 of the cover pages.
(iv) Shared power to dispose or direct the disposition
of:
See Row 8 of the cover pages.
Item 5 Ownership of Five Percent or Less of a Class:
If this Statement is being filed to report the fact that as of
the date hereof the Reporting Person has ceased to be the
beneficial owner of more than five percent of the class of
securities, check the following: [ ]
Item 6 Ownership of More than Five Percent on Behalf of Another Person:
A total of 66,800 shares of Common Stock (of which 37,541 are
held by Ventures, 8,818 are held by Overseas and 20,441 are
held by R&D) (the "Escrow Shares") are currently held in
escrow to secure indemnification obligations pursuant to an
Escrow Agreement dated as of June 27, 1996. Under the terms
of such escrow agreement, Ventures, Overseas and R&D have the
right to receive distributions on the Escrow Shares but do not
have the right to sell, hypothecate, encumber or in any way
dispose of any Escrow Shares. All redemption proceeds and any
distributions other than cash dividends with respect to the
Escrow Shares must be delivered to and held by the escrow
agent.
Item 7 Identification and Classification of the Subsidiary Which
Acquired the Security Being Reported on By the Parent Holding
Company:
Not applicable.
Item 8 Identification and Classification of Members:
Not applicable.
Item 9 Notice of Dissolution of Group:
Not applicable.
Item 10 Certification:
Not applicable.
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
CW VENTURES II, L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
CW VENTURES
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
CW R&D II (FINANCIAL) L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
<PAGE>
SIGNATURE
After reasonable inquiry and to the best of my knowledge and
belief, I certify that the information set forth in this statement is true,
complete and correct.
February 13, 1997
OVERSEAS MEDICAL VENTURES, IL
/s/ David Kass
Name: David Kass
Title: Investment Manager
<PAGE>
Exhibit A
SCHEDULE 13G-TO BE INCLUDED IN STATEMENTS
FILED PURSUANT TO RULE 13d-1(f)(1)
The undersigned persons on this 13th day of February, 1997, agree and
consent to the joint filing on their behalf of this Schedule 13G in
connection with the beneficial ownership of the common stock of Quadramed
Corporation at December 31, 1996.
CW VENTURES II, L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
CW VENTURES
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
CW R&D II (FINANCIAL) L.P.
/s/ Charles M. Hartman
Name: Charles M. Hartman
Title: General Partner
OVERSEAS MEDICAL VENTURES, IL
/s/ David J. Kass
Name: David J. Kass
Title: Investment Manager
