UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
November 3, 2003
Date of report (date of earliest event reported)
QUADRAMED CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21031 52-1992861
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(State or Other Jurisdiction of (Commission File Number) (IRS Employer
Incorporation) Identification No.)
12110 Sunset Hills Road, Suite 600, Reston, VA 20190
(Address of Principal Executive Offices)
(703) 709-2300
(Registrant's telephone number, including area code)
Not Applicable
(Former Name or Former address, if Changed Since Last Report)
TABLE OF CONTENTS
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.
SIGNATURES
EXHIBIT INDEX
EXHIBIT 10.2
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ITEM 5. OTHER EVENTS AND REGULATION FD DISCLOSURE.
On October 23, 2003, QuadraMed Corporation received a written Demand
Request from a Holder of Registrable Securities, pursuant to Section 2 of the
Registration Rights Agreement (the "Agreement"), dated as of April 17, 2003,
between QuadraMed Corporation, the investors listed on the signature pages
thereto, and Philadelphia Brokerage Corporation. QuadraMed Corporation mailed a
Request Notice to all Holders under the Agreement on November 3, 2003.
The information in this Current Report on Form 8-K is being furnished and
shall not be deemed "filed" for the purposes of Section 18 of the Securities
Exchange Act of 1934, as amended, or otherwise subject to the liabilities of
that Section. The information in this Current Report shall not be incorporated
by reference into any registration statement or other document pursuant to the
Securities Act of 1933, as amended, except as shall be expressly set forth by
specific reference in such a filing.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
(c) Exhibits
10.1* Registration Rights Agreement, dated April 17, 2003, between
QuadraMed Corporation and the investors named therein
10.2 Request Notice to Holders, mailed November 3, 2003
* Previously filed with the SEC as Exhibit 4.5 to the Company's Current Report
on Form 8-K on April 30, 2003.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934,
the registrant has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
Dated: November 3, 2003
QuadraMed Corporation
/s/ John C. Wright
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John C. Wright, Executive Vice President and
Corporate Secretary
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EXHIBIT INDEX
Exhibit No. Description
10.1* Registration Rights Agreement, dated April 17, 2003, between
QuadraMed Corporation, the investors listed on the signature
pages thereto, and Philadelphia Brokerage Corporation
10.2 Request Notice to Holders, mailed November 3, 2003
* Previously filed with the SEC as Exhibit 4.5 to the Company's
Current Report on Form 8-K on April 30, 2003.