SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
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FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
QUADRAMED CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
DELAWARE
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(State or Other Jurisdiction of Incorporation or Organization)
68-0316252
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(I.R.S. Employer Identification No.)
22 PELICAN WAY, SAN RAFAEL, CALIFORNIA 94901
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(Address of Principal Executive
Offices) (Zip Code)
QUADRAMED CORPORATION 1996 STOCK INCENTIVE PLAN
QUADRAMED CORPORATION 1999 SUPPLEMENTAL STOCK OPTION PLAN
EMPLOYMENT STOCK PURCHASE PLAN
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(Full Title of the Plan)
MICHAEL H. LANZA
EXECUTIVE VICE PRESIDENT AND CORPORATE SECRETARY
QUADRAMED CORPORATION
22 PELICAN WAY
SAN RAFAEL, CALIFORNIA 94901
(415) 482-2100
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Name, Address and Telephone Number, Including Area Code, of Agent For Service
COPY TO:
PAUL T. SCHNELL
SKADDEN, ARPS, SLATE, MEAGHER & FLOM LLP
FOUR TIMES SQUARE
NEW YORK, NEW YORK 10036-6522
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CALCULATION OF REGISTRATION FEE
===================================================================================================
===================== =================== ================= ==================== ==================
Title Of Proposed Proposed
Securities Amount Maximum Maximum
To Be To Be Offering Aggregate Amount Of
Registered Registered(1) Price Per Share Offering Price Registration Fee
--------------------- ------------------- ----------------- -------------------- ------------------
--------------------- ------------------- ----------------- -------------------- ------------------
Common Stock, par
value $0.01per
share . . . . . . . 1,072,020 $4.0246(3) $4,314,451.69(6) $396.93(4)
.. shares(2)
--------------------- ------------------- ----------------- -------------------- ------------------
--------------------- ------------------- ----------------- -------------------- ------------------
Common Stock, par
value $0.01 per
share. . . . . . . 2,097,625 $6.401(6) $13,426,897.63 (6) $1,235.27(7)
.. shares(5)
--------------------- ------------------- ----------------- -------------------- ------------------
--------------------- ------------------- ----------------- -------------------- ------------------
Common Stock, par
value $0.01 per
share. . . . . . . 2,000,000 $6.401(6) $12,802,000.00(6) $1,177.78(7)
.. shares(8)
--------------------- ------------------- ----------------- -------------------- ------------------
--------------------- ------------------- ----------------- -------------------- ------------------
Common Stock, par
value $0.01 per
share. . . . . . . . 333,450 shares(9) $6.401(6) $2,134,413.45(6) $196.37(7)
--------------------- ------------------- ----------------- -------------------- ------------------
--------------------- ------------------- ----------------- -------------------- ------------------
TOTAL 5,503,095 shares $5.938 $32,677,762.77 $3006.35
===================== =================== ================= ==================== ==================
--------------
(1) This registration statement shall also cover pursuant to Rule
416(a) under the Securities Act of 1933, as amended (the "Securities Act"),
any additional shares of common stock, par value $0.01 per share, of the
Registrant (the "Common Stock") that may become issuable in accordance with
the provisions of the plans described herein as a result of any future
stock split, stock dividend or similar adjustment of the Registrant's
outstanding Common Stock which results in an increase in the number of the
Registrant's outstanding shares of Common Stock.
(2) Represents the number of shares of Common Stock being
registered hereby that may be purchased upon exercise of stock options
outstanding under the QuadraMed Corporation 1996 Stock Incentive Plan (the
"1996 Plan") as of the date hereof.
(3) Represents the weighted average exercise price of stock
options outstanding under the 1996 Plan with respect to which shares of
Common Stock are being registered hereby.
(4) Calculated pursuant to Rule 457(h) under the Securities Act.
(5) Represents the maximum number of unallocated shares of Common
Stock being registered hereby that are reserved for issuance upon exercise
of stock options that have not yet been granted under the 1996 Plan.
(6) Estimated solely for purposes of calculating the registration
fee based upon the average of the high and low sale prices for a share of
Common Stock on April 30, 2002 as reported on the Nasdaq SmallCap Market.
(7) Calculated pursuant to Rule 457(c) and Rule 457(h) under the
Securities Act.
(8) Represents the maximum number of unallocated shares of Common
Stock being registered hereby that are reserved for issuance upon exercise
of stock options that have not yet been granted under the QuadraMed
Corporation 1999 Supplemental Stock Option Plan (the "1999 Plan").
(9) Represents the maximum number of unallocated shares of Common
Stock being registered hereby that are reserved for issuance upon exercise
of stock options that have not yet been granted under the QuadraMed
Corporation 2002 Employee Stock Purchase Plan (the "2002 Plan").
EXPLANATORY NOTE
Pursuant to registration statements on Form S-8 filed with the
Securities and Exchange Commission (the "SEC") on November 19, 1996 (File
No. 333-16385), on September 19, 1997 (File No. 333-35937), and on April 9,
1999 (File No. 333-75945), as amended by Post-Effective Amendment No. 1
filed on April 14, 1999, QuadraMed Corporation (the "Company") registered
shares of its Common Stock issuable under various employee benefit plans,
including shares issuable upon the exercise of awards granted and to be
granted under the 1996 Plan. In addition, pursuant to a registration
statement on Form S-8 (File No. 333-39796) filed with the SEC on June 21,
2000, the Company registered shares of its Common Stock issuable under two
employee benefit plans, including shares issuable upon the exercise of
awards granted and to be granted under the 1999 Plan.
On October 5, 2000 and June 15, 2001, the stockholders of the
Company approved certain amendments to the 1996 Plan, pursuant to which the
number of shares of Common Stock issuable upon the exercise of awards
granted and to be granted thereunder was increased. In addition, various
third-party employee benefit plans were rolled into the 1996 Plan as a
result of the Company's acquisitions during the last several years.
Currently, the total number of shares of Common Stock issuable under the
1996 Plan, as amended, is 6,452,714, of which (i) 2,690,254 shares
previously have been registered under the 1996 Plan, (ii) 370,357 shares
previously registered under certain subsidiary plans are being moved into
registration under the 1996 Plan pursuant to Post-Effective Amendment No. 2
filed contemporaneously with this filing and amending Form S-8 filed on
April 9, 1999 (File No. 333-75945), as amended by Post-Effective Amendment
No. 1 filed on April 14, 1999, and (iii) 222,458 shares previously
registered under certain subsidiary plans are being moved into registration
under the 1996 Plan pursuant to Post-Effective Amendment No. 1 filed
contemporaneously with this filing and amending Form S-8 filed on June
5,1998 (File No. 333-56171). This Registration Statement registers the
remaining 3,169,645 previously unregistered shares of Common Stock reserved
for issuance under the 1996 Plan, as amended. Of these shares, 1,072,020
may be issued upon exercise of stock options previously granted under the
1996 Plan, and 2,097,625 have been reserved for issuance in connection with
awards not yet granted under the 1996 Plan. The information required in the
Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act.
On October 5, 2000, the stockholders of the Company approved
certain amendments to the 1999 Plan, pursuant to which the number of shares
of Common Stock issuable upon the exercise of awards granted and to be
granted thereunder was increased. Currently, the total number of shares of
Common Stock issuable under the 1999 Plan, as amended, is 4,000,000, of
which 2,000,000 previously have been registered. This Registration
Statement registers the additional 2,000,000 shares of Common Stock
reserved for issuance under the 1999 Plan, as amended. All 2,000,000 shares
registered hereby have been reserved for issuance in connection with awards
not yet granted under the 1999 Plan. The information required in the
Section 10(a) prospectus is included in documents being maintained and
delivered by the Company as required by Rule 428 under the Securities Act.
On April 29, 2002, the stockholders of the Company approved the
2002 Plan, pursuant to which the Company is registering shares of its
Common Stock issuable under the 2002 Plan. Currently, the total number of
shares of Common Stock issuable under the 2002 Plan is 333,450. This
Registration Statement registers the 333,450 shares of Common Stock
reserved for issuance under the 2002 Plan. All 333,450 shares registered
hereby have been reserved for issuance in connection with awards not yet
granted under the 2002 Plan. The information required in the Section 10(a)
prospectus is included in documents being maintained and delivered by the
Company as required by Rule 428 under the Securities Act.
PART II INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference
The Company hereby incorporates by reference into this
Registration Statement the following documents previously filed with the
SEC:
(a) The Company's Annual Report on Form 10-K for the fiscal year
ended December 31, 2001 filed with the SEC on March 29, 2002;
(b) The Company's Current Report on Form 8-K filed with the SEC on
April 5, 2002; and
(c) The description of the terms, rights and provisions applicable to
the Common Stock contained in the Company's Registration
Statement No. 000-21031 on Form 8-A filed with the SEC on July
17, 1996 pursuant to Section 12 of the Securities Exchange Act of
1934, as amended (the "Exchange Act").
In addition, all documents subsequently filed by the Company
pursuant to Sections 13(a), 13(c), 14 and 15(d) of the Exchange Act, prior
to the filing of a post-effective amendment which indicates that all
securities offered hereby have been sold or which deregisters all
securities then remaining unsold, shall be deemed to be incorporated by
reference into this Registration Statement and to be a part hereof from the
date of filing of such documents. Any statement contained herein or in a
document incorporated or deemed to be incorporated by reference herein will
be deemed to be modified or superseded for purposes of this Registration
Statement to the extent that a statement contained herein or in any other
subsequently filed document that is or is deemed to be incorporated by
reference herein modifies or supersedes such previous statement. Any such
statement so modified or superseded will not be deemed to constitute a part
of this Registration Statement, except as so modified or superseded.
Item 4. Description of Securities
Not Applicable.
Item 5. Interests of Named Experts and Counsel
Not Applicable.
Item 6. Indemnification of Directors and Officers
Section 102 of the Delaware General Corporation Law ("DGCL") as
amended allows a corporation to eliminate the personal liability of
directors of a corporation to the corporation or its stockholders for
monetary damages for breach of fiduciary duty as a director, except where
the director breached his duty of loyalty, failed to act in good faith,
engaged in intentional misconduct or knowingly violated a law, authorized
the payment of a dividend or approved a stock repurchase in violation of
Delaware corporate law or obtained an improper personal benefit.
Section 145 of the DGCL provides, among other things, that a
corporation may indemnify any person who was or is a party or is threatened
to be made a party to any threatened, pending or completed action, suit or
proceeding (other than an action by or in the right of the registrant) by
reason of the fact that the person is or was a director, officer, agent or
employee of the registrant or is or was serving at the corporation's
request as a director, officer, agent, or employee of another corporation,
partnership, joint venture, trust or other enterprise against expenses,
including attorneys' fees, judgment, fines and amounts paid in settlement
actually and reasonably incurred by the person in connection with such
action, suit or proceeding. The power to indemnify applies if such person
acted in good faith and in a manner he reasonably believed to be in the
best interest, or not opposed to the best interest, of the corporation, and
with respect to any criminal action or proceeding had no reasonable cause
to believe his conduct was unlawful. The power to indemnify applies to an
action brought by or in the right of the corporation as well, but only to
the extent of defense expenses (including attorneys' fees but excluding
amounts paid in settlement) actually and reasonably incurred in connection
with the defense or settlement of such action, but not to any claim, issue
or matter as to which such person shall have been adjudged to be liable to
the registrant, unless and only to the extent that the Court of Chancery or
the court in which such action was brought determines that such person is
fairly and reasonably entitled to indemnity in view of all the
circumstances of the case.
Section 174 of the DGCL provides, among other things, that a
director who willfully or negligently approves of an unlawful payment of
dividends or an unlawful stock purchase or redemption may be held liable
for such action. A director who was either absent when the unlawful actions
were approved or dissented at the time may avoid liability by causing his
or her dissent to such actions to be entered in the books containing the
minutes of the meetings of the board of directors at the time such action
occurred or immediately after such absent director receives notice of the
unlawful acts.
The Company's Amended and Restated Bylaws provide that the Company
shall indemnify its directors and executive officers to the fullest extent
permitted by Section 145 of the DGCL. The Company's Amended and Restated
Bylaws further provide that such indemnification applies to such persons
who are determined by the Company or otherwise to be or to have been
"fiduciaries" of any employee benefit plan of the Company, including,
without limitation, any plan of the Company governed by the Act of Congress
entitled Employee Retirement Income Security Act of 1974, as amended from
time to time.
The Company's Third Amended and Restated Certificate of
Incorporation limits the liability of the members of the board of directors
to the Company or its stockholders for monetary damages for breach of
fiduciary duty as a director, except for liability (1) for any breach of
the director's duty of loyalty to the Company or its stockholders, (2) for
acts or omissions not in good faith or which involve intentional misconduct
or a knowing violation of law, (3) under Section 174 of the DGCL or (4) for
any transaction from which the director derived any improper personal
benefit. If the DGCL is amended to authorize, with the approval of a
corporation's stockholders, further reductions in the liability of a
corporation's directors for breach of fiduciary duty, then a director of
the Company shall not be liable for any such breach to the fullest extent
permitted by the DGCL as so amended.
The indemnification provisions contained in the Company's Third
Amended and Restated Certificate of Incorporation and its Amended and
Restated Bylaws are not exclusive of any other rights to which a person may
be entitled by law, agreement, vote of stockholders or disinterested
directors or otherwise. In addition, the Company maintains insurance on
behalf of its directors and executive officers insuring them against any
liability asserted against them in their capacities as directors or
officers or arising out of such status.
It is the opinion of the SEC that indemnification of directors and
officers for liabilities arising under the Securities Act is against public
policy and is unenforceable pursuant to Section 14 of the Securities Act.
The Company has entered into separate indemnification agreements
with each of its directors and executive officers whereby the Company has
agreed, among other things, to indemnify them against certain liabilities
that may arise by reason of their status or service as directors or
executive officers and to advance their expenses incurred as a result of
any proceeding against them as to which they could be indemnified.
Item 7. Exemption from Registration Claimed
Not Applicable
Item 8. Exhibits
Exhibit Description
Number -----------
------
4.1 Subordinated Indenture, dated as of May 1, 1998 between QuadraMed
and The Bank of New York (incorporated herein by reference to
Exhibit 4.6 of the Registrant's Registration Statement on Form S-3,
filed June 2, 1998, Registration No. 333-55775).
4.2 Form of Global Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated herein by reference to
Exhibit 4.9 of the Registrant's Registration Statement on Form S-3,
filed June 2, 1998, Registration No. 333- 55775).
4.3 Form of Certificated Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated by reference to Exhibit
4.10 of the Registrant's Registration Statement on Form S-3, filed
June 2, 1998, Registration No. 333-55775).
5.1* Opinion of Counsel.
23.1* Consent of Pisenti & Brinker LLP, Independent Public Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24* Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Employee Stock Purchase Plan
99.2 Employee Stock Purchase Plan Enrollment/Change Form
99.3 Form of Stock Purchase Agreement
*Filed herewith.
Item 9. Undertakings
(a) The undersigned registrant hereby undertakes:
(1) To file, during any period in which offers or sales are
being made, a post-effective amendment to this registration
statement:
(i) To include any prospectus required by Section
10(a)(3) of the Securities Act of 1933;
(ii) To reflect in the prospectus any facts or events
arising after the effective date of the registration
statement (or the most recent post-effective
amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the
information set forth in the registration statement.
Notwithstanding the foregoing, any increase or
decrease in volume of securities offered (if the
total dollar value of securities offered would not
exceed that which was registered) and any deviation
from the low or high end of the estimated maximum
offering range may be reflected in the form of
prospectus filed with the Commission pursuant to
Rule 424(b) if, in the aggregate, the changes in
volume and price represent no more than 20 percent
change in the maximum aggregate offering price set
forth in the "Calculation of Registration Fee" table
in the effective registration statement.
(iii) To include any material information with respect to
the plan of distribution not previously disclosed in
the registration statement or any material change to
such information in the registration statement;
provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if
the information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934 that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment
shall be deemed to be a new registration statement relating
to the securities offered therein, and the offering of such
securities at that time shall be deemed to be the initial
bona fide offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which
remain unsold at the termination of the offering.
(b) The undersigned registrant hereby undertakes that, for purposes
of determining any liability under the Securities Act of 1933,
each filing of the registrant's annual report pursuant to Section
13(a) or 15(d) of the Securities Exchange Act of 1934 (and, where
applicable, each filing of an employee benefit plan's annual
report pursuant to Section 15(d) of the Securities Exchange Act
of 1934) that is incorporated by reference in the registration
statement shall be deemed to be a new registration statement
relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the
Securities Act of 1933 may be permitted to directors, officers
and controlling persons of the registrant pursuant to the
foregoing provisions, or otherwise, the registrant has been
advised that in the opinion of the SEC such indemnification is
against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification
against such liabilities (other than the payment by the
registrant of expenses incurred or paid by a director, officer or
controlling person of the registrant in the successful defense of
any action, suit or proceeding) is asserted by such director,
officer or controlling person in connection with the securities
being registered, the registrant will, unless in the opinion of
its counsel the matter has been settled by controlling precedent,
submit to a court of appropriate jurisdiction the question
whether such indemnification by it is against public policy as
expressed in the Act and will be governed by the final
adjudication of such issue.
SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as
amended, 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 the City of San Rafael, State of
California on this 2nd day of May, 2002.
QUADRAMED CORPORATION
By: /s/ Lawrence P. English
---------------------------------------
Lawrence P. English
Chairman of the Board,
and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENTS:
That the undersigned officers and directors of QuadraMed
Corporation, a Delaware corporation, do hereby constitute and appoint
Lawrence P. English, Mark N. Thomas and Michael H. Lanza, and each one of
them, the true and lawful attorneys-in-fact and agents, each with full
power and authority to do any and all acts and things and to execute any
and all instruments which said attorneys and agents, and any one of them,
determine may be necessary or advisable or required to enable said
corporation to comply with the Securities Act of 1933, as amended, and any
rules or regulations or requirements of the Securities and Exchange
Commission in connection with this Registration Statement. Without limiting
the generality of the foregoing power and authority, the powers granted
include the power and authority to sign the names of the undersigned
officers and directors in the capacities indicated below to this
Registration Statement, to any and all amendments, both pre-effective and
post-effective, and supplements to this Registration Statement, and to any
and all instruments or documents filed as part of or in conjunction with
this Registration Statement or amendments or supplements thereof, and to
file the same with all exhibits thereto, with the Securities and Exchange
Commission, and each of the undersigned hereby ratifies and confirms all
that said attorneys and agents, or any one of them, shall do or cause to be
done by virtue hereof.
Pursuant to the requirements of the Securities Act of 1933, as
amended, this Registration Statement has been signed below by the following
persons in the capacities and on the dates indicated.
Signature Title Date
--------- ----- ----
/s/ Lawrence P. English Chairman of the Board and Chief Executive May 2, 2002
---------------------------
Lawrence P. English Officer (Principal Executive Officer)
/s/ Mark N. Thomas Chief Financial Officer (Principal Financial May 2, 2002
---------------------------
Mark N. Thomas and Accounting Officer)
/s/ Joseph L. Feshbach Director May 2, 2002
---------------------------
Joseph L. Feshbach
/s/ Albert L. Greene Director May 2, 2002
---------------------------
Albert L. Greene
/s/ F. Scott Gross Director May 2, 2002
---------------------------
F. Scott Gross
/s/ Michael J. King Director May 2, 2002
---------------------------
Michael J. King
/s/ E.A. Roskovensky Director May 2, 2002
---------------------------
E.A. Roskovensky
/s/ Cornelius T. Ryan Director May 2, 2002
---------------------------
Cornelius T. Ryan
INDEX TO EXHIBITS
Exhibit Description
Number -----------
------
4.1 Subordinated Indenture, dated as of May 1, 1998 between QuadraMed
and The Bank of New York (incorporated herein by reference to
Exhibit 4.6 of the Registrant's Registration Statement on Form S-3,
filed June 2, 1998, Registration No. 333-55775).
4.2 Form of Global Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated herein by reference to
Exhibit 4.9 of the Registrant's Registration Statement on Form S-3,
filed June 2, 1998, Registration No. 333- 55775).
4.3 Form of Certificated Debenture for 5.25% Convertible Subordinated
Debenture Due May 1, 2005 (incorporated by reference to Exhibit
4.10 of the Registrant's Registration Statement on Form S-3, filed
June 2, 1998, Registration No. 333-55775).
5.1* Opinion of Counsel.
23.1* Consent of Pisenti & Brinker LLP, Independent Public Accountants.
23.2* Consent of Counsel (included in Exhibit 5.1).
24* Power of Attorney (included on the signature page of this
Registration Statement).
99.1 Employee Stock Purchase Plan
99.2 Employee Stock Purchase Plan Enrollment/Change Form
99.3 Form of Stock Purchase Agreement
*Filed herewith.
Exhibit 5.1
May 2, 2002
QuadraMed Corporation
22 Pelican Way
San Rafael, California 94901
Re: Registration Statement on Form S-8 of QuadraMed Corporation
-----------------------------------------------------------
Ladies and Gentlemen:
I am Executive Vice President and Corporate Secretary of QuadraMed
Corporation, a Delaware corporation (the "Company"), and have acted as
counsel to the Company in connection with the proposed issuance by the
Company of up to 1,835,912 shares (the "1996 Shares") of its common stock,
par value $.01 per share (the "Common Stock"), pursuant to the QuadraMed
Corporation 1996 Stock Incentive Plan (the "1996 Plan"), and 2,000,000
shares (the "1999 Shares" and, together with the 1996 Shares, the "Shares")
of its Common Stock pursuant to the QuadraMed Corporation 1999 Supplemental
Stock Option Plan (the "1999 Plan" and, together with the 1996 Plan, the
"Plans").
This opinion is delivered in accordance with the requirements of
Item 601(b)(5) of Regulation S-K under the Securities Act of 1933, as
amended (the "Securities Act").
In connection with this opinion, I have examined and am familiar
with originals or copies, certified or otherwise identified to my
satisfaction, of (i) the Company's Registration Statement on Form S-8
relating to the Shares, to be filed with the Securities and Exchange
Commission (the "Commission") under the Securities Act on May 2, 2002
(together with all exhibits thereto, the "Registration Statement"), (ii)
the Third Amended and Restated Certificate of Incorporation of the Company,
as currently in effect, (iii) the Amended and Restated By-laws of the
Company, as currently in effect, (iv) a specimen certificate representing
the Common Stock, (v) each of the Plans, (vi) each of the standard form of
option agreements entered into between the Company and the employees,
directors and officers receiving options under each of the Plans and (vii)
certain resolutions of the Board of Directors of the Company relating to
the Plans. I have also examined originals or copies, certified or otherwise
identified to my satisfaction, of such records of the Company and such
agreements, certificates of officers or other representatives of the
Company and others, and such other documents, certificates and records as I
have deemed necessary or appropriate as a basis for the opinions set forth
herein.
In my examination, I have assumed the legal capacity of all
natural persons, the genuineness of all signatures, the authenticity of all
documents submitted to me as originals, the conformity to original
documents of all documents submitted to me as certified, conformed or
photostatic copies and the authenticity of the originals of such latter
documents. In making my examination of documents executed or to be executed
by parties other than the Company, I have assumed that each of such
documents constitutes the valid and binding obligation of each party to
such documents (other than the Company) enforceable against each such other
party in accordance with its terms. As to any facts material to the
opinions expressed herein that I have not independently established or
verified, I have relied upon oral or written statements and representations
of officers and other representatives of the Company and others. I have
further assumed that each option or award agreement setting forth the terms
of each grant of options or award under either of the Plans is consistent
with the respective Plan and has been or will be duly authorized and
validly executed and delivered by the parties thereto, and that the
consideration received by the Company for the 1996 Shares delivered
pursuant to the 1996 Plan, and for the 1999 Shares delivered pursuant to
the 1999 Plan, will be in an amount at least equal to the par value of such
applicable Shares. I have also assumed that, upon issuance, the stock
certificates representing the Shares will be manually signed by an
authorized officer of the transfer agent and registrar for the Common Stock
and registered by such transfer agent and registrar and will conform to the
specimen thereof examined by me.
I am admitted to the Bar of the State of Connecticut and express
no opinion as to any laws other than the General Corporation Law of the
State of Delaware.
Based upon and subject to the foregoing, I am of the opinion that
the 1996 Shares issuable under the 1996 Plan have been duly authorized for
issuance by the Company and, when issued and paid for in accordance with
the terms and conditions of the 1996 Plan, the 1996 Shares will be validly
issued, fully paid and nonassessable, and that the 1999 Shares issuable
under the 1999 Plan have been duly authorized for issuance by the Company
and, when issued and paid for in accordance with the terms and conditions
of the 1999 Plan, the 1999 Shares will be validly issued, fully paid and
nonassessable.
I hereby consent to the filing of this opinion with the Commission
as Exhibit 5.1 to the Registration Statement. In giving such consent, I do
not thereby admit that I am included in the category of persons whose
consent is required under Section 7 of the Securities Act or the rules and
regulations of the Commission promulgated thereunder.
Very truly yours,
/s/ Michael H. Lanza
-------------------------------------------
MICHAEL H. LANZA
Exhibit 23.1
CONSENT OF INDEPENDENT PUBLIC ACCOUNTANTS
As independent public accountants, we hereby consent to the
incorporation by reference in this Registration Statement on Form S-8 of
our report dated March 11, 2002, included in QuadraMed Corporation's Form
10-K for the year ended December 31, 2001.
/s/ Pisenti & Brinker LLP
-------------------------------------------
PISENTI & BRINKER LLP
Petaluma, California
April 30, 2002
Exhibit 99.1
QUADRAMED CORPORATION
2002 EMPLOYEE STOCK PURCHASE PLAN
---------------------------------
ARTICLE ONE
GENERAL PROVISIONS
------------------
I. PURPOSE OF THE PLAN
This Employee Stock Purchase Plan is intended to promote the
interests of QuadraMed Corporation (the "Company") by providing eligible
employees with the opportunity to acquire a proprietary interest in the
Company through participation in a payroll-deduction based employee stock
purchase plan designed to qualify under Section 423 of the Code.
Capitalized terms herein shall have the meanings assigned in the
attached Appendix.
II. ADMINISTRATION OF THE PLAN
A. The Plan Administrator shall have full authority to interpret and
construe any provision of the Plan and to adopt such rules and regulations
for administering the Plan as it may deem necessary in order to comply with
the requirements of Code Section 423. Decisions of the Plan Administrator
shall be final and binding on all parties having an interest in the Plan.
III. STOCK SUBJECT TO PLAN
A. The stock purchasable under the Plan may be shares of authorized but
unissued or reacquired Common Stock, including shares of Common Stock
purchased on the open market. The maximum number of shares of Common Stock
which may be issued over the term of the Plan shall not exceed Three
Hundred Thirty-Three Thousand Four Hundred Fifty (333,450) shares.
B. Should any change be made to the Common Stock by reason of any stock
split, stock dividend, recapitalization, combination of shares, exchange of
shares or other change affecting the outstanding Common Stock as a class
without the Company's receipt of consideration, appropriate adjustments
shall be made to (i) the maximum number and class of securities issuable
under the Plan, (ii) the maximum number and class of securities purchasable
per Participant on any one Purchase Date and (iii) the number and class of
securities and the price per share in effect under each outstanding
purchase right in order to prevent the dilution or enlargement of benefits
thereunder.
IV. OFFERING PERIODS
A. Shares of Common Stock shall be offered for purchase under the Plan
through a series of successive offering periods until such time as (i) the
maximum number of shares of Common Stock available for issuance under the
Plan shall have been purchased or (ii) the Plan shall have been sooner
terminated.
B. Each offering period shall be of such duration (not to exceed
twenty-four (24) months) as determined by the Plan Administrator prior to
the start date. The Initial Offering Period shall commence on the first
business day in August and terminate on the last business day in January.
The next offering period shall commence on the first business day in
February and subsequent offering periods shall commence as designated by
the Plan Administrator.
C. Each offering period shall be comprised of a series of one or more
successive Purchase Intervals. Purchase Intervals shall run from the first
business day in February each year to the last business day in July of the
same year and from the first business day in August each year to the last
business day in January of the following year. The first Purchase Interval
in effect under the Initial Offering Period, however, shall commence on the
first business day in August 2002 and terminate on the last business day in
January 2003.
D. Should the Fair Market Value per share of Common Stock on any Purchase
Date within an offering period be less than the Fair Market Value per share
of Common Stock on the start date of that offering period, then that
offering period shall automatically terminate immediately after the
purchase of shares of Common Stock on such Purchase Date, and a new
offering period shall commence on the next business day following such
Purchase Date. The new offering period shall have a duration of twenty four
(24) months, unless a shorter duration is established by the Plan
Administrator within five (5) business days following the start date of
that offering period.
V. ELIGIBILITY
A. Each individual who is an Eligible Employee on the start date of
any offering period under the Plan may enter that offering period on such
start date or on any subsequent Semi-Annual Entry Date within that offering
period, provided he or she remains an Eligible Employee.
B. Each individual who first becomes an Eligible Employee after the
start date of an offering period may enter that offering period on any
subsequent Semi-Annual Entry Date within that offering period on which he
or she is an Eligible Employee.
C. The date an individual enters an offering period shall be
designated his or her Entry Date for purposes of that offering period.
D. To participate in the Plan for a particular offering period, the
Eligible Employee must complete the enrollment forms prescribed by the Plan
Administrator (including a stock purchase agreement and a payroll deduction
authorization) and file such forms with the Plan Administrator (or its
designate) on or before his or her scheduled Entry Date.
VI. PAYROLL DEDUCTIONS
A. The payroll deduction authorized by the Participant for purposes of
acquiring shares of Common Stock during an offering period may be any
multiple of one percent (1%) of the Base Salary paid to the Participant
during each Purchase Interval within that offering period, up to a maximum
of ten percent (10%). The deduction rate so authorized shall continue in
effect throughout the offering period, except to the extent such rate is
changed in accordance with the following guidelines:
(i) The Participant may, at any time during the offering period,
reduce his or her rate of payroll deduction to become effective as soon as
possible after filing the appropriate form with the Plan Administrator. The
Participant may not, however, effect more than one (1) such reduction per
Purchase Interval.
(ii) The Participant may, prior to the commencement of any new
Purchase Interval within the offering period, increase the rate of his or
her payroll deduction by filing the appropriate form with the Plan
Administrator. The new rate (which may not exceed the ten percent (10%)
maximum) shall become effective on the start date of the first Purchase
Interval following the filing of such form.
B. Payroll deductions shall begin on the first pay day following the
Participant's Entry Date into the offering period and shall (unless sooner
terminated by the Participant) continue through the pay day ending with or
immediately prior to the last day of that offering period. The amounts so
collected shall be credited to the Participant's book account under the
Plan, but no interest shall be paid on the balance from time to time
outstanding in such account. The amounts collected from the Participant
shall not be held in any segregated account or trust fund and may be
commingled with the general assets of the Company and used for general
corporate purposes.
C. Payroll deductions shall automatically cease upon the termination
of the Participant's purchase right in accordance with the provisions of
the Plan.
D. The Participant's acquisition of Common Stock under the Plan on any
Purchase Date shall neither limit nor require the Participant's acquisition
of Common Stock on any subsequent Purchase Date, whether within the same or
a different offering period.
VII. PURCHASE RIGHTS
A. GRANT OF PURCHASE RIGHT. A Participant shall be granted a separate
purchase right for each offering period in which he or she participates.
The purchase right shall be granted on the Participant's Entry Date into
the offering period and shall provide the Participant with the right to
purchase shares of Common Stock, in a series of successive installments
over the remainder of such offering period, upon the terms set forth below.
The Participant shall execute a stock purchase agreement embodying such
terms and such other provisions (not inconsistent with the Plan) as the
Plan Administrator may deem advisable.
Under no circumstances shall purchase rights be granted
under the Plan to any Eligible Employee if such individual would,
immediately after the grant, own (within the meaning of Code Section
424(d)) or hold outstanding options or other rights to purchase, stock
possessing five percent (5%) or more of the total combined voting power or
value of all classes of stock of the Company or any Corporate Affiliate.
B. EXERCISE OF THE PURCHASE RIGHT. Each purchase right shall be
automatically exercised in installments on each successive Purchase Date
within the offering period, and shares of Common Stock shall accordingly be
purchased on behalf of each Participant (other than Participants whose
payroll deductions have previously been refunded pursuant to the
Termination of Purchase Right provisions below) on each such Purchase Date.
The purchase shall be effected by applying the Participant's payroll
deductions for the Purchase Interval ending on such Purchase Date to the
purchase of whole shares of Common Stock at the purchase price in effect
for the Participant for that Purchase Date.
C. PURCHASE PRICE. The purchase price per share at which Common Stock
will be purchased on the Participant's behalf on each Purchase Date within
the offering period shall be equal to eighty-five percent (85%) of the
lower of (i) the Fair Market Value per share of Common Stock on the
Participant's Entry Date into that offering period or (ii) the Fair Market
Value per share of Common Stock on that Purchase Date.
D. NUMBER OF PURCHASABLE SHARES. The number of shares of Common Stock
purchasable by a Participant on each Purchase Date during the offering
period shall be the number of whole shares obtained by dividing the amount
collected from the Participant through payroll deductions during the
Purchase Interval ending with that Purchase Date by the purchase price in
effect for the Participant for that Purchase Date. However, the maximum
number of shares of Common Stock purchasable per Participant on any one
Purchase Date shall not exceed seven hundred fifty (750) shares, subject to
periodic adjustments in the event of certain changes in the Company's
capitalization.
E. EXCESS PAYROLL DEDUCTIONS. Any payroll deductions not applied to
the purchase of shares of Common Stock on any Purchase Date because they
are not sufficient to purchase a whole share of Common Stock shall be held
for the purchase of Common Stock on the next Purchase Date. However, any
payroll deductions not applied to the purchase of Common Stock by reason of
the limitation on the maximum number of shares purchasable by the
Participant on the Purchase Date shall be promptly refunded.
F. TERMINATION OF PURCHASE RIGHT. The following provisions shall
govern the termination of outstanding purchase rights:
(i) A Participant may, at any time prior to the next scheduled
Purchase Date in the offering period, terminate his or her outstanding
purchase right by filing the appropriate form with the Plan Administrator
(or its designate), and no further payroll deductions shall be collected
from the Participant with respect to the terminated purchase right. Any
payroll deductions collected during the Purchase Interval in which such
termination occurs shall, at the Participant's election, be immediately
refunded or held for the purchase of shares on the next Purchase Date. If
no such election is made at the time such purchase right is terminated,
then the payroll deductions collected with respect to the terminated right
shall be refunded as soon as possible.
(ii) The termination of such purchase right shall be irrevocable,
and the Participant may not subsequently rejoin the offering period for
which the terminated purchase right was granted. In order to resume
participation in any subsequent offering period, such individual must
re-enroll in the Plan (by making a timely filing of the prescribed
enrollment forms) on or before his or her scheduled Entry Date into that
offering period.
(iii) Should the Participant cease to remain an Eligible Employee
for any reason (including death, disability or change in status) while his
or her purchase right remains outstanding, then that purchase right shall
immediately terminate, and all of the Participant's payroll deductions for
the Purchase Interval in which the purchase right so terminates shall be
immediately refunded. However, should the Participant cease to remain in
active service by reason of an approved unpaid leave of absence, then the
Participant shall have the right, exercisable up until the last business
day of the Purchase Interval in which such leave commences, to (a) withdraw
all the payroll deductions collected to date on his or her behalf for that
Purchase Interval or (b) have such funds held for the purchase of shares on
his or her behalf on the next scheduled Purchase Date. In no event,
however, shall any further payroll deductions be collected on the
Participant's behalf during such leave. Upon the Participant's return to
active service, his or her payroll deductions under the Plan shall
automatically resume at the rate in effect at the time the leave began,
unless the Participant withdraws from the Plan prior to his or her return.
G. CORPORATE TRANSACTION. Each outstanding purchase right shall
automatically be exercised, immediately prior to the effective date of any
Corporate Transaction, by applying the payroll deductions of each
Participant for the Purchase Interval in which such Corporate Transaction
occurs to the purchase of whole shares of Common Stock at a purchase price
per share equal to eighty-five percent (85%) of the lower of (i) the Fair
Market Value per share of Common Stock on the Participant's Entry Date into
the offering period in which such Corporate Transaction occurs or (ii) the
Fair Market Value per share of Common Stock immediately prior to the
effective date of such Corporate Transaction. However, the applicable
limitation on the number of shares of Common Stock purchasable per
Participant shall continue to apply to any such purchase.
VIII. The Company shall use its best efforts to provide at least ten (10)
days prior written notice of the occurrence of any Corporate Transaction,
and Participants shall, following the receipt of such notice, have the
right to terminate their outstanding purchase rights prior to the effective
date of the Corporate Transaction.
A. PRORATION OF PURCHASE RIGHTS. Should the total number of shares of
Common Stock to be purchased pursuant to outstanding purchase rights on any
particular date exceed the number of shares then available for issuance
under the Plan, the Plan Administrator shall make a pro-rata allocation of
the available shares on a uniform and nondiscriminatory basis, and the
payroll deductions of each Participant, to the extent in excess of the
aggregate purchase price payable for the Common Stock pro-rated to such
individual, shall be refunded.
B. ASSIGNABILITY. The purchase right shall be exercisable only by the
Participant and shall not be assignable or transferable by the Participant.
C. STOCKHOLDER RIGHTS. A Participant shall have no stockholder rights
with respect to the shares subject to his or her outstanding purchase right
until the shares are purchased on the Participant's behalf in accordance
with the provisions of the Plan and the Participant has become a holder of
record of the purchased shares.
IX. ACCRUAL LIMITATIONS
A. No Participant shall be entitled to accrue rights to acquire Common
Stock pursuant to any purchase right outstanding under this Plan if and to
the extent such accrual, when aggregated with (i) rights to purchase Common
Stock accrued under any other purchase right granted under this Plan and
(ii) similar rights accrued under other employee stock purchase plans
(within the meaning of Code Section 423) of the Company or any Corporate
Affiliate, would otherwise permit such Participant to purchase more than
Twenty-Five Thousand Dollars ($25,000) worth of stock of the Company or any
Corporate Affiliate (determined on the basis of the Fair Market Value per
share on the date or dates such rights are granted) for each calendar year
such rights are at any time outstanding.
B. For purposes of applying such accrual limitations to the purchase
rights granted under the Plan, the following provisions shall be in effect:
X. The right to acquire Common Stock under each outstanding purchase right
shall accrue in a series of installments on each successive Purchase Date
during the offering period on which such right remains outstanding.
XI. No right to acquire Common Stock under any outstanding purchase right
shall accrue to the extent the Participant has already accrued in the same
calendar year the right to acquire Common Stock under one (1) or more other
purchase rights at a rate equal to Twenty-Five Thousand Dollars ($25,000)
worth of Common Stock (determined on the basis of the Fair Market Value per
share on the date or dates of grant) for each calendar year such rights
were at any time outstanding.
A. If by reason of such accrual limitations, any purchase right of a
Participant does not accrue for a particular Purchase Interval, then the
payroll deductions which the Participant made during that Purchase Interval
with respect to such purchase right shall be promptly refunded.
B. In the event there is any conflict between the provisions of this
Article and one or more provisions of the Plan or any instrument issued
thereunder, the provisions of this Article shall be controlling.
XII. EFFECTIVE DATE AND TERM OF THE PLAN
A. The Plan was adopted by the Board on January 28, 2002 and shall
become effective on the first day of the Initial Offering Period, provided
no purchase rights granted under the Plan shall be exercised, and no shares
of Common Stock shall be issued hereunder, until (i) the Plan shall have
been approved by the stockholders of the Company and (ii) the Company shall
have complied with all applicable requirements of the 1933 Act (including
the registration of the shares of Common Stock issuable under the Plan on a
Form S-8 registration statement filed with the Securities and Exchange
Commission), all applicable listing requirements of any stock exchange (or
the Nasdaq National Market, if applicable) on which the Common Stock is
listed for trading and all other applicable requirements established by law
or regulation. In the event such stockholder approval is not obtained, or
such compliance is not effected, within twelve (12) months after the date
on which the Plan is adopted by the Board, the Plan shall terminate and
have no further force or effect, and all sums collected from Participants
during the Initial Offering Period hereunder shall be refunded.
B. Unless sooner terminated by the Board, the Plan shall terminate
upon the earliest of (i) the last business day in July 2012, (ii) the date
on which all shares available for issuance under the Plan shall have been
sold pursuant to purchase rights exercised under the Plan or (iii) the date
on which all purchase rights are exercised in connection with a Corporate
Transaction. No further purchase rights shall be granted or exercised, and
no further payroll deductions shall be collected under the Plan following
such termination.
XIII. AMENDMENT OF THE PLAN
The Board may alter, amend, suspend or discontinue the Plan at any
time to become effective immediately following the close of any Purchase
Interval. However, the Board may not, without the approval of the Company's
stockholders, (i) materially increase the number of shares of Common Stock
issuable under the Plan or the maximum number of shares purchasable per
Participant on any one Purchase Date, except for permissible adjustments in
the event of certain changes in the Company's capitalization, (ii) alter
the purchase price formula so as to reduce the purchase price payable for
the shares of Common Stock purchasable under the Plan or (iii) materially
increase the benefits accruing to Participants under the Plan or materially
modify the requirements for eligibility to participate in the Plan.
XIV. GENERAL PROVISIONS
A. All costs and expenses incurred in the administration of the Plan
shall be paid by the Company.
B. Nothing in the Plan shall confer upon the Participant any right to
continue in the employ of the Company or any Corporate Affiliate for any
period of specific duration or interfere with or otherwise restrict in any
way the rights of the Company (or any Corporate Affiliate employing such
person) or of the Participant, which rights are hereby expressly reserved
by each, to terminate such person's employment at any time for any reason,
with or without cause.
C. The provisions of the Plan shall be governed by the laws of the
State of Delaware without resort to that State's conflict-of-laws rules.
SCHEDULE A
CORPORATIONS PARTICIPATING IN
EMPLOYEE STOCK PURCHASE PLAN
AS OF THE EFFECTIVE TIME
QuadraMed Corporation
APPENDIX
The following definitions shall be in effect under the Plan:
(A) BASE SALARY shall mean the (i) regular base salary paid to a
Participant by one or more Participating Companies during such individual's
period of participation in one or more offering periods under the Plan plus
(ii) any pre-tax contributions made by the Participant to any Code Section
401(k) salary deferral plan or any Code Section 125 cafeteria benefit
program now or hereafter established by the Company or any Corporate
Affiliate. The following items of compensation shall NOT be included in
Base Salary: (i) all overtime payments, bonuses, commissions (other than
those functioning as base salary equivalents), profit-sharing distributions
and other incentive-type payments and (ii) any and all contributions (other
than Code Section 401(k) or Code Section 125 contributions) made on the
Participant's behalf by the Company or any Corporate Affiliate under any
employee benefit or welfare plan now or hereafter established.
(B) BOARD shall mean the Company's Board of Directors.
(C) CODE shall mean the Internal Revenue Code of 1986, as amended.
(D) COMMON STOCK shall mean the Company's common stock.
(E) CORPORATE AFFILIATE shall mean any parent or subsidiary
corporation of the Company (as determined in accordance with Code Section
424), whether now existing or subsequently established.
(F) CORPORATE TRANSACTION shall mean either of the following
stockholder-approved transactions to which the Company is a party:
(i) a merger or consolidation in which securities possessing more than
fifty percent (50%) of the total combined voting power of the Company's
outstanding securities are transferred to a person or persons different
from the persons holding those securities immediately prior to such
transaction, or
(ii) the sale, transfer or other disposition of all or substantially
all of the assets of the Company in complete liquidation or dissolution of
the Company.
(G) COMPANY shall mean QuadraMed Corporation, a Delaware corporation,
and any corporate successor to all or substantially all of the assets or
voting stock of QuadraMed Corporation which shall by appropriate action
adopt the Plan.
(H) EFFECTIVE TIME shall mean the time at which the Underwriting
Agreement is executed and finally priced. Any Corporate Affiliate that
becomes a Participating Corporation after such Effective Time shall
designate a subsequent Effective Time with respect to its
employee-Participants.
(I) ELIGIBLE EMPLOYEE shall mean any person who is employed by a
Participating Corporation on a basis under which he or she is regularly
expected to render more than twenty (20) hours of service per week for more
than five (5) months per calendar year for earnings considered wages under
Code Section 3401(a).
(J) ENTRY DATE shall mean the date an Eligible Employee first
commences participation in the offering period in effect under the Plan.
The earliest Entry Date under the Plan shall be the Effective Time.
(K) FAIR MARKET VALUE per share of Common Stock on any relevant date
shall be determined in accordance with the following provisions:
(i) If the Common Stock is at the time traded on the NASDAQ National
Market, then the Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question, as such price is reported by
the National Association of Securities Dealers on the NASDAQ National
Market or any successor system. If there is no closing selling price for
the Common Stock on the date in question, then the Fair Market Value shall
be the closing selling price on the last preceding date for which such
quotation exists.
(ii) The Fair Market Value shall be the closing selling price per
share of Common Stock on the date in question on the Stock Exchange
determined by the Plan Administrator to be the primary market for the
Common Stock, as such price is officially quoted in the composite tape of
transactions on such exchange. If there is no closing selling price for the
Common Stock on the date in question, then the Fair Market Value shall be
the closing selling price on the last preceding date for which such
quotation exists.
(iii) For purposes of the Initial Offering Period, the Fair Market
Value shall be deemed to be equal to the closing price per share at which
the Common Stock is sold on the first business day of the Initial Offering
Period on such date on the Stock Exchange determined by the Plan
Administrator to be the primary market for the Common Stock.
(L) 1933 ACT shall mean the Securities Act of 1933, as amended.
(M) PARTICIPANT shall mean any Eligible Employee of a Participating
Corporation who is actively participating in the Plan.
(N) PARTICIPATING CORPORATION shall mean the Company and such
Corporate Affiliate or Affiliates as may be authorized from time to time by
the Board to extend the benefits of the Plan to their Eligible Employees.
The Participating Corporations in the Plan as of the Effective Time are
listed in attached Schedule A.
(O) PLAN shall mean the Company's Employee Stock Purchase Plan, as set
forth in this document.
(P) PLAN ADMINISTRATOR shall mean the committee of two (2) or more
Board members appointed by the Board to administer the Plan.
(Q) PURCHASE DATE shall mean the last business day of each Purchase
Interval. The initial Purchase Date shall be the last business day of
January.
(R) PURCHASE INTERVAL shall mean each successive six (6) month period
within the offering period at the end of which there shall be purchased
shares of Common Stock on behalf of each Participant.
(S) SEMI-ANNUAL ENTRY DATE shall mean the first business day in
February and August each year on which an Eligible Employee may first enter
an offering period.
(T) STOCK EXCHANGE shall mean either the American Stock Exchange or
the New York Stock Exchange.
(U) UNDERWRITING AGREEMENT shall mean the agreement between the
Company and the underwriter or underwriters managing the initial public
offering of the Common Stock.
Exhibit 99.2
QUADRAMED CORPORATION
EMPLOYEE STOCK PURCHASE PLAN ("ESPP")
ENROLLMENT/CHANGE FORM
SECTION 1: ACTION: Complete Sections:
/ / New Enrollment 2, 3, and sign attached
7 Stock Purchase Agreement
/ / Change Payroll
Deductions 2, 4,
7
/ / Terminate Payroll
Deductions 2, 5,
7
/ / Leave of Absence 2, 6,
7
SECTION 2: PERSONNEL
Name
-------------------------------------------------------------------
Last First MI Dept. DATA
Home Address
-----------------------------------------------------------
Street
------------------------------------------------------------------------
City State Zip Code
Social Security #: / / / /-/ / /-/ / / /
SECTION 3: NEW ENROLLMENT
Effective with the Purchase Interval Beginning: Payroll Deduction Amount:
/ / ______% of base salary*
February 1, 200_ (a maximum of 10% of base salary)
/ / August 1, 200_
/ / Initial Offering Period--August 1, 2002
SECTION 4: DEDUCTIONS
Effective with the CHANGE
Pay Period Beginning: ______________________________ PAYROLL
Month, Day and Year
I authorize the following new level of payroll deductions:
___% of base salary*
* Must be a multiple of 1% up to a maximum of 10% of base
salary/
NOTE: You may reduce your rate of payroll deductions once per purchase
interval to become effective as soon as possible following the
filing of the change form. You may also increase your rate of
payroll deductions to become effective as of the start date of
the next purchase interval.
SECTION 5: DEDUCTIONS
Effective with the TERMINATE
Pay Period Beginning: _____________________________ PAYROLL
Month, Day and Year
Your election to terminate your payroll deductions for the balance
of the offering period cannot be changed, and you may not rejoin
the offering period at a later date. You will not be able to
resume participation in the ESPP until a new offering period
begins.
In connection with my voluntary termination of payroll deductions,
I elect the following action with respect to my ESPP payroll
deductions to date in the current six (6)-month purchase interval:
/ / Purchase shares of QuadraMed at end of the interval
OR
/ / Refund ESPP payroll deductions collected
NOTE: If your employment terminates for any reason or your
eligibility status changes (less than 20 hrs/wk or less
than 5 months/yr), you will immediately cease to
participate in the ESPP, and your ESPP payroll deductions
collected in that purchase interval will automatically be
refunded to you.
SECTION 6: LEAVE OF ABSENCE
In connection with my unpaid leave of absence, I elect the
following action with respect to my ESPP payroll deductions to
date in the current purchase interval:
/ / Purchase shares of QuadraMed at end of the interval
OR
/ / Refund ESPP payroll deductions collected
NOTE: If you take an unpaid leave of absence,
your payroll deductions will
immediately cease. Upon your return to
active service, your payroll deductions
will automatically resume at the rate
in effect for you at the time you went
on leave.
SECTION 7: AUTHORIZATION
I hereby authorize the specific action or actions indicated above.
----------------------- ---------------------------
Date Signature of Employee
Exhibit 99.3
QUADRAMED CORPORATION
STOCK PURCHASE AGREEMENT
I hereby elect to participate in the Employee Stock Purchase Plan
(the "ESPP") effective with the Entry Date specified below, and I hereby
subscribe to purchase shares of Common Stock of QuadraMed Corporation (the
"Company") in accordance with the provisions of this Agreement and the
ESPP. I hereby authorize payroll deductions from each of my paychecks
following my entry into the ESPP in the 1% multiple of my salary (not to
exceed a maximum of 10%) specified in my attached Enrollment Form.
Each offering period is divided into a series of successive
purchase intervals. The initial purchase interval is to begin on the first
business day of August 2002. Subsequent purchase intervals will each be of
six (6) months' duration and will run from the first business day of
February to the last business day of July each year and from the first
business day of August each year until the last business of January in the
following year. My participation will automatically remain in effect from
one offering period to the next in accordance with this Agreement and my
payroll deduction authorization, unless I withdraw from the ESPP or change
the rate of my payroll deduction or unless my employment status changes. I
may reduce the rate of my payroll deductions on one occasion per purchase
interval, and I may increase my rate of payroll deduction to become
effective at the beginning of any subsequent purchase interval within the
offering period.
My payroll deductions will be accumulated for the purchase of
shares of the Company's Common Stock on the last business day of each
purchase interval within the offering period. The purchase price per share
shall be equal to 85% of the lower of (i) the fair market value per share
of Common Stock on my entry date into the offering period or (ii) the fair
market value per share on the semi-annual purchase date. I will also be
subject to ESPP restrictions (i) limiting the maximum number of shares
which I may purchase on any one purchase date to 750 shares and (ii)
prohibiting me from purchasing more than $25,000 worth of Common Stock for
each calendar year my purchase right remains outstanding.
I may withdraw from the ESPP at any time prior to the last
business day of a purchase interval and elect either to have the Company
refund all my payroll deductions for that purchase interval or to have
those payroll deductions applied to the purchase of shares of the Company's
Common Stock at the end of such interval. However, I may not rejoin that
particular offering period at any later date. Upon the termination of my
employment for any reason, including death or disability, or my loss of
eligible employee status, my participation in the ESPP will immediately
cease and all my payroll deductions for the purchase interval in which my
employment terminates or my loss of eligibility occurs will automatically
be refunded.
If I take an unpaid leave of absence, my payroll deductions will
immediately cease, and any payroll deductions for the purchase interval in
which my leave begins will, at my election, either be refunded or applied
to the purchase of shares of Common Stock at the end of that purchase
interval. Upon my return to active service, my payroll deductions will
automatically resume at the rate in effect when my leave began.
A stock certificate for the shares purchased on my behalf at the
end of each purchase interval will automatically be deposited into a
brokerage account that the Company will open on my behalf. I will notify
the Company of any sale or disposition of my ESPP shares, and I will
satisfy all applicable income and employment tax withholding requirements
at the time of such sale or disposition.
The Company has the right, exercisable in its sole discretion, to
amend or terminate the ESPP at any time, with such amendment or termination
to become effective immediately following the exercise of outstanding
purchase rights at the end of any current purchase interval. Should the
Company elect to terminate the ESPP, I will have no further rights to
purchase shares of Common Stock pursuant to this Agreement.
I have received a copy of the official Plan Prospectus summarizing
the major features of the ESPP. I have read this Agreement and the
Prospectus and hereby agree to be bound by the terms of both this Agreement
and the ESPP. The effectiveness of this Agreement is dependent upon my
eligibility to participate in the ESPP.
Date: , 200__ Signature of Employee
Entry Date: , 200 Printed Name:
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