As filed with the Securities and Exchange Commission on August 26, 2004
Registration No. 333-####
UNITED STATES
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 Incorporation or Organization) |
(I.R.S. Employer Identification Number) |
12110 Sunset Hills Road
Reston, Virginia 20190
(Address of Principal Executive Offices Including Zip Code)
QUADRAMED CORPORATION 2002 EMPLOYEE STOCK PURCHASE PLAN
(Full title of the plan)
Lawrence P. English
Chief Executive Officer
QuadraMed Corporation
12110 Sunset Hills Road
Reston, Virginia 20190
(703) 709-2300
(Name, Address, Including Zip Code, and Telephone Number, Including Area Code, of Agent for Service)
Copy to:
Morris F. DeFeo, Jr.
Miles & Stockbridge, P.C.
1751 Pinnacle Drive, Suite 500
McLean, Virginia 22102
CALCULATION OF REGISTRATION FEE
| Title of Each Class of Securities To Be Registered |
Amount To Be Registered (1) |
Proposed Maximum Offering Price Per Share |
Proposed Maximum Aggregate Offering Price |
Amount of Registration Fee | ||||
| Common Stock, par value $0.01 per share |
120,000 (2) | $2.75 (3) | $330,000 | $41.81 | ||||
| (1) | The amount of Common Stock registered hereunder shall be deemed to include any additional shares issuable as a result of any stock split, stock dividend or other change in the capitalization of QuadraMed Corporation. |
| (2) | Represents 120,000 additional shares issuable under the QuadraMed Corporation 2002 Employee Stock Purchase Plan. |
| (3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rules 457 (c) and 457 (h) under the Securities Act of 1933, as amended (the “Securities Act”), based upon the average of the high and low prices for a share of Common Stock reported on the Over-The-Counter Bulletin Board as of August 20, 2004. |
EXPLANATORY NOTE
QuadraMed Corporation, a Delaware corporation (“QuadraMed”, the “Company”, or the “Registrant”), filed a registration statement on Form S-8 with the Securities and Exchange Commission (the “SEC”) on May 2, 2002 (Registration No. 333-87426) (the “Previous Registration Statement”), registering shares of its Common Stock, par value $0.01, issuable upon the exercise of awards to be granted under the 2002 Employee Stock Purchase Plan (the “2002 Plan”). The contents of the Previous Registration Statement are incorporated herein by reference.
On May 6, 2004, the stockholders of the Company approved an amendment to the 2002 Plan, increasing the number of shares of Common Stock available for issuance under the 2002 Plan from 333,450 to 453,450. This registration statement has been prepared in accordance with the requirements of Form S-8 under the Securities Act of 1933, as amended, (the “Securities Act”) to register the 120,000 additional shares of Common Stock which are reserved and available for issuance under the 2002 Plan.
The information required by Part I of Form S-8 is omitted from this Registration Statement in accordance with Rule 428 of the Securities Act and the instructions to Form S-8.
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PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
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| Item 8. | Exhibits. |
The following exhibits are filed as part of this registration statement. Certain of the following exhibits have been previously filed with the SEC and are incorporated herein by reference from the document described in parentheses. Certain others are filed herewith.
| Exhibit Number |
Description | |
| 5.1* | Opinion of Miles & Stockbridge, P.C. regarding legality of securities being registered. | |
| 23.1* | Consent of BDO Seidman, LLP, Independent Registered Public Accounting Firm. | |
| 23.2* | Consent of Pisenti & Brinker, LLP, Independent Registered Public Accounting Firm. | |
| 23.3* | Consent of Miles & Stockbridge, P.C. (included in Exhibit 5.1). | |
| 24.1* | Power of Attorney | |
| * | Filed herewith |
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, 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 Reston, County of Fairfax, Commonwealth of Virginia, on this 26th day of August, 2004.
| QUADRAMED CORPORATION | ||
| By: |
/S/ LAWRENCE P. ENGLISH | |
| Lawrence P. English | ||
| Chairman, Chief Executive Officer | ||
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