- Current report filing (8-K)
April 30 2009 - 5:04PM
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 29, 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 29, 2009, the Board of Directors (the Board) of QuadraMed Corporation (the Company), based upon the
recommendation of the Boards Nominating and Governance Committee (the Committee), appointed William K. Jurika to the Board, effective immediately. Mr. Jurika previously served on the Board from July 2003 through October 2005
and currently beneficially owns approximately 8% of the Companys outstanding common stock.
At the present time, the Board does not
anticipate that it will appoint Mr. Jurika to any committees of the Board until after the Companys 2009 Annual Meeting of Stockholders, scheduled to be held on June 4, 2009.
On April 29, 2009, upon the
recommendation of the Committee, the Board unanimously approved an increase in the number of authorized directors from five (5) to six (6), pursuant to the authority granted the Board under Sections 2.2 and 2.3 of the Companys
Amended and Restated Bylaws (Exhibit 3.1 to the Companys 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 further 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 30, 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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