As
filed with the Securities and Exchange Commission on March 26,
2010.
Registration No.
333-114189
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 2 TO
FORM
S-8
REGISTRATION
STATEMENT
____________________
QUADRAMED
CORPORATION
(Exact
name of Registrant as specified in its charter)
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Delaware
(State
or other jurisdiction of
incorporation
or organization)
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52-1992861
(I.R.S.
Employer
Identification
Number)
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12110
Sunset Hills Road
Reston,
Virginia 21090
(Address
and telephone number of Registrant’s principal executive offices)
QUADRAMED
CORPORATION 1996 STOCK INCENTIVE PLAN
INDUCEMENT
STOCK OPTION AGREEMENT, DATED JULY 9, 2003, BY AND BETWEEN QUADRAMED CORPORATION
AND JOHN C. WRIGHT
RESTRICTED
STOCK AGREEMENT, DATED JULY 9, 2003, BY AND BETWEEN QUADRAMED CORPORATION AND
JOHN C. WRIGHT
(Full
title of the plans)
Chris
Adams
Secretary
QuadraMed
Corporation
12110
Sunset Hills Road
Reston,
Virginia 20190
(703)
709-2300
(Name,
address and telephone number of agent for service)
Copies
to:
Michael
J. Kennedy
Michael
S. Dorf
Shearman
& Sterling LLP
525
Market Street
San
Francisco, CA 94105
(415)
616-1100
Indicate
by check mark whether the registrant is a large accelerated filer, an
accelerated filer, a non-accelerated filer, or a smaller reporting
company. See the definitions of “large accelerated filer,”
“accelerated filer” and “smaller reporting company” in Rule 12b-2 of the
Exchange Act. (Check one):
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Large
accelerated filer
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o
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Accelerated
filer
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o
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Non-accelerated
filer
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x
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Smaller
reporting company
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o
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EXPLANATORY
STATEMENT
QuadraMed Corporation (the
“Registrant”) is filing this Post-Effective Amendment No. 2 to Registration
Statement on Form S-8 filed on April 5, 2004 (File No. 333-114189), as amended
by Post-Effective Amendment No. 1 to the Registration Statement filed
on August 26, 2004 (the “Registration Statement”), to deregister certain shares
of the Registrant’s common stock, par value $0.01 per share (the “Common Stock”)
that were originally registered for issuance pursuant to the QuadraMed
Corporation 1996 Stock Incentive Plan, the Inducement Stock Option Agreement,
dated July 9, 2003, by and between QuadraMed Corporation and John C. Wright and
the Restricted Stock Agreement, dated July 9, 2003, by and between QuadraMed
Corporation and John C. Wright (collectively,
the “Plans”). Post-Effective Amendment No. 1 to the Registration
Statement deregistered shares previously registered for issuance under the
QuadraMed Corporation 1996 Stock Incentive Plan (the “1996 Plan”).
A total of 4,188,993 shares issuable to
service providers of the Registrant pursuant to the Plans were registered under
the Registration Statement. A total of 960,614 shares registered for
issuance under the 1996 Plan were deregistered pursuant to Post-Effective
Amendment No. 1 to the Registration Statement. Subsequent to this registration,
on June 13, 2008, the Registrant announced the effectiveness of the reverse
split of its common stock in the ratio of one-for-five.
In connection with the Registrant’s
filing of a Form 15 and suspension of duty to file reports under Sections 13 and
15(d) of the Securities Exchange Act of 1934, as amended, the Registration
Statement is hereby amended to deregister any shares of Common Stock remaining
unissued under the Plans.
PART
II
SIGNATURES
Pursuant to the requirements of the
U.S. Securities Act of 1933, as amended, the Registrant has duly caused this
Post-Effective Amendment No. 2 to the Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the city of San
Francisco, California, U.S.A. on March 26, 2010.
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QuadraMed
Corporation |
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By:
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/s/
Chris Adams |
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Name: |
Chris
Adams |
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Title: |
Secretary |
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