As
filed with the Securities and Exchange Commission on March 26,
2010.
Registration No.
333-75945
SECURITIES
AND EXCHANGE COMMISSION
Washington,
D.C. 20549
____________________
POST-EFFECTIVE
AMENDMENT NO. 3 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
CABOT
MARSH CORPORATION 1997 INCENTIVE STOCK OPTION PLAN
PYRAMID
HEALTH GROUP, INC. 1997 EMPLOYEE AND CONSULTANT STOCK OPTION PLAN
PYRAMID
HEALTH SOLUTIONS, INC. 1996 EMPLOYEE AND CONSULTANT STOCK OPTION
PLAN
HOSPITAL
CORRESPONDENCE CORPORATION 1995 STOCK OPTION PLAN
HOSPITAL
CORRESPONDENCE CORPORATION 1996 EMPLOYEE AND CONSULTANT STOCK OPTION
PLAN
CODEMASTER
CORPORATION 1998 EXECUTIVE STOCK OPTION PLAN
IMN
LLC 1995 CLASS C UNIT OPTION PLAN
THE
COMPUCARE COMPANY 1997 STOCK COMPENSATION PLAN
SPECIAL
OPTION GRANTS TO MESSRS. HURD, MEHTA, PATEL, DEVITT AND AHEARN AND TO MS. PAPPAS
PURSUANT TO WRITTEN COMPENSATION AGREEMENTS
(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 |
o |
Accelerated
filer |
o |
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Non-accelerated
filer |
x |
Smaller reporting
company |
o |
EXPLANATORY
STATEMENT
QuadraMed Corporation (the
“Registrant”) is filing this Post-Effective Amendment No. 3 to the Registration
Statement on Form S-8 filed on April 8, 1999 (File No. 333-75945), as amended by
Post-Effective Amendment No. 1 to the Registration Statement filed on
April 14, 1999 and Post-Effective Amendment No. 2 to the Registration Statement
filed on May 2, 2002 (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 Cabot Marsh Corporation 1997
Incentive Stock Option Plan, the Pyramid Health Group, Inc. 1997 Employee and
Consultant Stock Option Plan, the Pyramid Health Solutions, Inc. 1996 Employee
and Consultant Stock Option Plan, the Hospital Correspondence Corporation 1995
Stock Option Plan, the Hospital Correspondence Corporation 1996 Employee and
Consultant Stock Option Plan, the Codemaster Corporation 1998 Executive Stock
Option Plan, the IMN LLC 1995 Class C Unit Option Plan, the Compucare Company
1997 Stock Compensation Plan and the Special Option Grants to Messrs. Hurd,
Mehta, Patel, Devitt and Ahearn and to Ms. Pappas pursuant to written
compensation agreement (collectively, the
“Plans”). Post-Effective Amendment No. 1 to the Registration
Statement registered additional shares for issuance under the Compucare Company
1997 Stock Compensation Plan. As described in Post-Effective
Amendment No. 2 to the Registration Statement, the Plans were subsequently
rolled into the QuadraMed Corporation 1996 Stock Incentive Plan (the “1996
Plan”).
A total of 2,606,053 shares issuable to
service providers of the Registrant pursuant to the Plans were registered under
the Registration Statement and Post-Effective Amendment No. 1 to the
Registration Statement. A total of 370,357 shares become issuable
under the 1996 Plan when the Plans were rolled into the 1996 Plan. 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 1996 Plan.
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. 3 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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