SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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POST-EFFECTIVE AMENDMENT NO. 1
ON
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUADRAMED CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
68-0316252
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(I.R.S. Employer Identification No.)
22 PELICAN WAY, SAN RAFAEL, CALIFORNIA 94901
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(Address of Principal Executive Offices) (Zip Code)
QUADRAMED CORPORATION 1996 STOCK INCENTIVE PLAN
MEDICUS SYSTEMS CORPORATION 1994 DIRECTORS' STOCK OPTION PLAN
MEDICUS SYSTEMS CORPORATION 1995 RCM STOCK OPTION PLAN
MEDICUS SYSTEMS CORPORATION 1996 C.E.O. REPLACEMENT STOCK OPTION PLAN
MEDICUS SYSTEMS CORPORATION 1996 C.E.O. SPECIAL STOCK OPTION CERTIFICATE
MEDICUS SYSTEMS CORPORATION 1997 EMPLOYEE STOCK OPTION AND RESTRICTED
STOCK PLAN
MEDICUS SYSTEMS CORPORATION (1989/1991/1993/1993 PERFORMANCE, AND 1994)
STOCK OPTION AND RESTRICTED STOCK PLAN
MEDICUS SYSTEMS CORPORATION 1997 DIRECTORS' STOCK OPTION PLAN
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(Full Title of the Plan)
MICHAEL H. LANZA
EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY
QUADRAMED CORPORATION
22 PELICAN WAY
SAN RAFAEL, CALIFORNIA 94901
(415) 482-2100
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Name, Address and Telephone Number, Including Area Code, of Agent For Service
COPY TO:
PAUL T. SCHNELL
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
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This post-effective amendment no. 1 covers the 222,458 shares of
common stock, par value $0.01 per share (the "Common Stock"), of QuadraMed
Corporation (the "Company") originally registered on the Company's
Registration Statement on Form S-8 (File No. 333-56171) filed on June 5,
1998. The registration fees in respect of the securities registered hereby
were paid at the time of the original filing of the Registration Statement.
EXPLANATORY NOTE
This post-effective amendment no. 1 relates to the previously
registered 222,458 shares of Common Stock that were issuable upon the
exercise of awards to be granted under various employee benefit plans of
entities acquired by the Company. These plans subsequently were rolled into
the QuadraMed Corporation 1996 Stock Incentive Plan (the "1996 Plan") and,
accordingly, the 222,458 shares of Common Stock are now issuable upon
exercise of awards available to be granted under the 1996 Plan. The
document(s) containing the information specified in Part I of Form S-8 have
been or will be sent or given to employees as specified by Rule 428(b)(1)
under the Securities Act of 1933, as amended.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
Securities and Exchange Commission (the "SEC"):
(a) The Company's Annual Report on Form 10-K for the fiscal
year ended December 31, 2001 filed with the SEC on March
29, 2002;
(b) The Company's Current Report on Form 8-K filed
with the SEC on April 5, 2002; and
(c) The description of the terms, rights and provisions
applicable to the Common Stock contained in the Company's
Registration Statement No. 000-21031 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
"Exchange Act").
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, 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 herein or in a
document incorporated or deemed to be incorporated by reference herein will
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such previous statement. Any such
statement so modified or superseded will not be deemed to constitute a part
of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law ("DGCL") as
amended allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except where
the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of
Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the registrant) by
reason of the fact that the person is or was a director, officer, agent or
employee of the registrant or is or was serving at the corporation's
request as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, judgment, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such
action, suit or proceeding. The power to indemnify applies if such person
acted in good faith and in a manner he reasonably believed to be in the
best interest, or not opposed to the best interest, of the corporation, and
with respect to any criminal action or proceeding had no reasonable cause
to believe his conduct was unlawful. The power to indemnify applies to an
action brought by or in the right of the corporation as well, but only to
the extent of defense expenses (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of such action, but not to any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the registrant, unless and only to the extent that the Court of Chancery or
the court in which such action was brought determines that such person is
fairly and reasonably entitled to indemnity in view of all the
circumstances of the case.
Section 174 of the DGCL provides, among other things, that a
director who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption may be held liable
for such action. A director who was either absent when the unlawful actions
were approved or dissented at the time may avoid liability by causing his
or her dissent to such actions to be entered in the books containing the
minutes of the meetings of the board of directors at the time such action
occurred or immediately after such absent director receives notice of the
unlawful acts.
The Company's Amended and Restated Bylaws provide that the Company
shall indemnify its directors and executive officers to the fullest extent
permitted by Section 145 of the DGCL. The Company's Amended and Restated
Bylaws further provide that such indemnification applies to such persons
who are determined by the Company or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the Company, including,
without limitation, any plan of the Company governed by the Act of Congress
entitled Employee Retirement Income Security Act of 1974, as amended from
time to time.
The Company's Third Amended and Restated Certificate of
Incorporation limits the liability of the members of the board of directors
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of
the director's duty of loyalty to the Company or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for
any transaction from which the director derived any improper personal
benefit. If the DGCL is amended to authorize, with the approval of a
corporation's stockholders, further reductions in the liability of a
corporation's directors for breach of fiduciary duty, then a director of
the Company shall not be liable for any such breach to the fullest extent
permitted by the DGCL as so amended.
The indemnification provisions contained in the Company's Third
Amended and Restated Certificate of Incorporation and its Amended and
Restated Bylaws are not exclusive of any other rights to which a person may
be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, the Company maintains insurance on
behalf of its directors and executive officers insuring them against any
liability asserted against them in their capacities as directors or
officers or arising out of such status.
It is the opinion of the SEC that indemnification of directors and
officers for liabilities arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.
The Company has entered into separate indemnification agreements
with each of its directors and executive officers whereby the Company has
agreed, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or
executive officers and 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
Exhibit Description
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Number
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4.1 Subordinated Indenture, dated as of May 1, 1988 between QuadraMed
and The Bank of New York (incorporated herein by reference to
Exhibit 4.6 of the Registrant's Registration Statement on Form S-3,
filed June 2, 1998, Registration No. 333-55775).
4.2 Form of Global Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated herein by reference
to Exhibit 4.9 of the Registrant's Registration Statement on
Form S-3, filed June 2, 1998, Registration No. 333- 55775).
4.3 Form of Certificated Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated by reference to Exhibit
4.10 of the Registrant's Registration Statement on Form S-3, filed
June 2, 1998, Registration No. 333-55775).
5.1* Opinion of Counsel.
23.1* Consent of Pisenti & Brinker LLP, Independent Public Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24* Power of Attorney (included on the signature page of this
Registration Statement).
* Filed herewith.
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 Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the
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 the registration
statement. Notwithstanding the foregoing, any
increase or decrease in volume of securities
offered (if the total dollar value of securities
offered would not exceed that which was registered)
and any deviation from the low or high end of the
estimated maximum offering range may be reflected
in the form of prospectus filed with the Commission
pursuant to Rule 424(b) if, in the aggregate, the
changes in volume and price represent no more than
20 percent change in the maximum aggregate offering
price set forth in the "Calculation of Registration
Fee" table in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed
in the registration statement or any material
change to such information in the registration
statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any
liability under the Securities Act of 1933, 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.
(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 offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to
Section 13(a) or 15(d) of the Securities Exchange Act of 1934
(and, where applicable, each filing of an employee benefit
plan's annual report pursuant to Section 15(d) of the Securities
Exchange Act of 1934) that is incorporated by reference in the
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
Securities Act of 1933 may be permitted to directors, officers
and 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 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 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 Act and will be
governed by the final adjudication of such issue.
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 2nd day of May, 2002.
QUADRAMED CORPORATION
By: /s/ Lawrence P. English
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Lawrence P. English
Chairman of the Board,
and 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, Mark N. Thomas and Michael H. Lanza, and each one of
them, the true and lawful attorneys-in-fact and agents, each 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 Securities Act of 1933, as amended, 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 to
file the same with all exhibits thereto, with the Securities and Exchange
Commission, and each of the undersigned hereby ratifies and confirms all
that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof.
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.
Signature Title Date
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/s/ Lawrence P. English Chairman of the Board and Chief May 2, 2002
------------------------- Execution Officer
Lawrence P. English (Principal Executive Officer)
/s/ Mark N. Thomas Chief Financial Officer (Principal May 2, 2002
------------------------- Financial and Accounting Officer)
Mark N. Thomas
/s/ Joseph L. Feshbach Director May 2, 2002
-------------------------
Joseph L. Feshbach
/s/ Albert L. Greene Director May 2, 2002
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Albert L. Greene
/s/ F. Scott Gross Director May 2, 2002
-------------------------
F. Scott Gross
/s/ Michael J. King Director May 2, 2002
-------------------------
Michael J. King
/s/ E.A. Roskovensky Director May 2, 2002
-------------------------
E.A. Roskovensky
/s/ Cornelius T. Ryan Director May 2, 2002
-------------------------
Cornelius T. Ryan
INDEX TO EXHIBITS
Exhibit Description
Number -----------
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4.1 Subordinated Indenture, dated as of May 1, 1998 between QuadraMed
and The Bank of New York (incorporated herein by reference to
Exhibit 4.6 of the Registrant's Registration Statement on
Form S-3, filed June 2, 1998, Registration No. 333-55775).
4.2 Form of Global Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated herein by reference to
Exhibit 4.9 of the Registrant's Registration Statement on
Form S-3, filed June 2, 1998, Registration No. 333- 55775).
4.3 Form of Certificated Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated by reference to
Exhibit 4.10 of the Registrant's Registration Statement on
Form S-3, filed June 2, 1998, Registration No. 333-55775).
5.1* Opinion of Counsel.
23.1* Consent of Pisenti & Brinker LLP, Independent Public Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24* Power of Attorney (included on the signature page of
this Registration Statement).
* Filed herewith.
Exhibit 5.1
May 2, 2002
QuadraMed Corporation
22 Pelican Way
San Rafael, California 94901
Re: Post-Effective Amendment No. 1 on
Form S-8 of QuadraMed Corporation
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Ladies and Gentlemen:
I am Executive Vice President and Corporate Secretary of QuadraMed
Corporation, a Delaware corporation (the "Company"), and have acted as
counsel to the Company in connection with the proposed issuance by the
Company of up to 222,458 shares (the "Shares") of its common stock, par
value $.01 per share (the "Common Stock"), pursuant to the QuadraMed
Corporation 1996 Stock Incentive Plan (the "Plan").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
In connection with this opinion, I have examined and am familiar
with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Company's Post-Effective Amendment No. 1 on Form
S-8 relating to the Shares, to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act on May 2, 2002
(together with all exhibits thereto the "Amendment No. 1"), (ii) the Third
Amended and Restated Certificate of Incorporation of the Company, as
currently in effect, (iii) the Amended and Restated By-laws of the Company,
as currently in effect, (iv) a specimen certificate representing the Common
Stock, (v) the Plan, (vi) the standard form of option agreement entered
into between the Company and the employees, directors and officers
receiving options under the Plan and (vii) certain resolutions of the Board
of Directors of the Company relating to the Plan. I have also examined
originals or copies, certified or otherwise identified to my satisfaction,
of such records of the Company and such agreements, certificates of
officers or other representatives of the Company and others, and such other
documents, certificates and records as I have deemed necessary or
appropriate as a basis for the opinions set forth herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of documents executed or to be executed
by parties other than the Company, I have assumed that each of such
documents constitutes the valid and binding obligation of each party to
such documents (other than the Company) enforceable against each such other
party in accordance with its terms. As to any facts material to the
opinions expressed herein that I have not independently established or
verified, I have relied upon oral or written statements and representations
of officers and other representatives of the Company and others. I have
further assumed that each option or award agreement setting forth the terms
of each grant of options or award under the Plan is consistent with the
Plan and has been or will be duly authorized and validly executed and
delivered by the parties thereto, and that the consideration received by
the Company for the Shares delivered pursuant to the Plan will be in an
amount at least equal to the par value of such applicable Shares. I have
also assumed that, upon issuance, the stock certificates representing the
Shares will be manually signed by an authorized officer of the transfer
agent and registrar for the Common Stock and registered by such transfer
agent and registrar and will conform to the specimen thereof examined by
me.
I am admitted to the Bar of the State of Connecticut and express
no opinion as to any laws other than the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that
the Shares issuable under the Plan have been duly authorized for issuance
by the Company and, when issued and paid for in accordance with the terms
and conditions of the Plan, the Shares will be validly issued, fully paid
and nonassessable.
I hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Post-Effective Amendment No. 1. In giving such
consent, I do not thereby admit that I am included in the category of
persons whose consent is required under Section 7 of the Securities Act or
the rules and regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Michael H. Lanza
---------------------------------
MICHAEL H. LANZA
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to
the incorporation by reference in this Post-Effective Amendment No. 1 on
Form S-8 of our report dated March 11, 2002, included in QuadraMed
Corporation's Form 10-K for the year ended December 31, 2001.
/s/ Piseneti & Brinker LLP
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PISENTI & BRINKER LLP
Petaluma, California
April 30, 2002