As
filed with the Securities and Exchange Commission on March 26,
2010.
Registration No.
333-141479
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 1 TO
FORM
S-8
REGISTRATION
STATEMENT
____________________
QUADRAMED
CORPORATION
(Exact
name of Registrant as specified in its charter)
|
Delaware
(State
or other jurisdiction of
incorporation
or organization)
|
|
52-1992861
(I.R.S.
Employer
Identification
Number)
|
12110
Sunset Hills Road
Reston,
Virginia 21090
(Address
and telephone number of Registrant’s principal executive offices)
INDUCEMENT
STOCK OPTION AGREEMENT, EFFECTIVE OCTOBER 17, 2005, BY AND BETWEEN QUADRAMED
CORPORATION AND KEITH B. HAGEN
RESTRICTED
STOCK AGREEMENT, EFFECTIVE OCTOBER 17, 2005, BY AND BETWEEN QUADRAMED
CORPORATION AND KEITH B. HAGEN
INDUCEMENT
STOCK OPTION AGREEMENT, EFFECTIVE AUGUST 1, 2005, BY AND BETWEEN QUADRAMED
CORPORATION AND JAMES R. KLEIN
RESTRICTED
STOCK AGREEMENT, EFFECTIVE AUGUST 1, 2005, BY AND BETWEEN QUADRAMED CORPORATION
AND JAMES R. KLEIN
INDUCEMENT
STOCK OPTION AGREEMENT, EFFECTIVE NOVEMBER 21, 2005, BY AND BETWEEN QUADRAMED
CORPORATION AND STEVEN V. RUSSELL
(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):
| |
Large accelerated
filer |
o |
Accelerated
filer |
o |
| |
Non-accelerated
filer |
x |
Smaller reporting
company |
o |
EXPLANATORY
STATEMENT
QuadraMed Corporation (the
“Registrant”) is filing this Post-Effective Amendment No. 1 to Registration
Statement on Form S-8 filed on March 22, 2007 (File No. 333-141479) (the
“Registration Statement”) to deregister certain shares of the Registrant’s
common stock, par value $0.01 per share (the “Common Stock”) that were
registered for issuance pursuant to the Inducement Stock Option Agreement,
effective October 17, 2005, by and between QuadraMed Corporation and Keith B.
Hagen, the Restricted Stock Agreement, effective October 17, 2005, by and
between QuadraMed Corporation and Keith B. Hagen, the Inducement Stock Option
Agreement, effective August 1, 2005, by and between QuadraMed Corporation and
James R. Klein, the Restricted Stock Agreement, effective August 1, 2005, by and
between QuadraMed Corporation and James R. Klein and the Inducement Stock Option
Agreement, effective November 21, 2005, by and between QuadraMed Corporation and
Steven V. Russell (collectively, the “Plans”).
A total of 1,475,000 shares issuable to
service providers of the Registrant pursuant to the Plans were registered under
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. 1 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.
| |
QuadraMed
Corporation |
|
| |
|
|
| |
|
|
|
|
|
|
By:
|
/s/ Chris Adams |
|
| |
|
Name: |
Chris
Adams |
|
| |
|
Title: |
Secretary |
|
| |
|
|
|
|