- Current report filing (8-K)
April 20 2009 - 9:35AM
Edgar (US Regulatory)
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
Date of Report (Date of earliest event reported): April 14, 2009
QuadraMed Corporation
(Exact name of registrant as specified in its charter)
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Delaware
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001-32283
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52-1992861
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(State or Other Jurisdiction
of Incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.)
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12110 Sunset Hills Road, Suite 600, Reston, VA 20190
(Address of principal executive office and zip code)
(703) 709-2300
(Registrants telephone number, including area code)
(Not Applicable)
(Former name or
former address, if changed since last report)
Check the appropriate box below if the Form 8-K
filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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TABLE OF CONTENTS
ITEM 5.02
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS.
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On April 14, 2009, Keith B. Hagen resigned from the Board of Directors (the Board) of QuadraMed Corporation (the Company), effective
immediately, citing personal reasons. As previously announced in the Companys Current Report on Form 8-K, filed with the SEC on March 30, 2009, Mr. Hagen stepped down as the Companys President and Chief Executive Officer,
effective March 25, 2009.
On April 16, 2009, upon the recommendation of
the Boards Nominating and Governance Committee (the Committee), the Board unanimously approved a reduction in the number of authorized directors from six (6) to five (5), pursuant to the authority granted the Board under
Section 2.2 of the Companys Amended and Restated Bylaws (Exhibit 3.1 to our Current Report on Form 8-K as filed with the SEC on February 4, 2008). The Board anticipates that the number of authorized directors will be increased upon
the hiring of a permanent President and Chief Executive Officer for the Company.
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: April 20, 2009
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QuadraMed Corporation
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/s/ David L. Piazza
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David L. Piazza, Executive Vice President, Chief Financial Officer and Chief Operating Officer
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