-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, Nt4S6oTk/gMpagobw95W5NdYY8NPRczmlODghm9pni3C7ygZhQ7HRxGOlMacpRH5 y+W6Hpx2lkVbDvq+N+donw== 0000908645-97-000098.txt : 19970222 0000908645-97-000098.hdr.sgml : 19970222 ACCESSION NUMBER: 0000908645-97-000098 CONFORMED SUBMISSION TYPE: SC 13G PUBLIC DOCUMENT COUNT: 1 FILED AS OF DATE: 19970214 SROS: NONE GROUP MEMBERS: CW R&D II (FINANCIAL) L.P, GROUP MEMBERS: CW VENTURES GROUP MEMBERS: CW VENTURES II LP GROUP MEMBERS: OVERSEAS MEDICAL VENTURES, IL SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: QUADRAMED CORP CENTRAL INDEX KEY: 0001018833 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROGRAMMING SERVICES [7371] IRS NUMBER: 521992861 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G SEC ACT: 1934 Act SEC FILE NUMBER: 005-48871 FILM NUMBER: 97535504 BUSINESS ADDRESS: STREET 1: QUADRAMED CORP STREET 2: 80 EAST SIR FRANCIS DRAKE BLVD STE 2A CITY: LARKSPUR STATE: CA ZIP: 94939 BUSINESS PHONE: 4154617725 MAIL ADDRESS: STREET 1: 80 EAST SIR FRANCIS DRAKE BLVD STREET 2: STE 2A CITY: LARKSPUR STATE: CA ZIP: 94939 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: CW VENTURES II LP CENTRAL INDEX KEY: 0000891744 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 133662683 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13G BUSINESS ADDRESS: STREET 1: 1041 THIRD AVENUE CITY: NEW YORK STATE: NY ZIP: 10021 BUSINESS PHONE: 2123085266 MAIL ADDRESS: STREET 1: C/O FULBRIGHT & JAWORSKI LLP STREET 2: 666 FIFTH AVENUE CITY: NEW YORK STATE: NY ZIP: 10103 SC 13G 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 SCHEDULE 13G Under the Securities Exchange Act of 1934 (Amendment No. ____)* Quadramed Corporation (Name of Issuer) Common Stock, $.01 par value (Title of Class of Securities) 74630W 10 1 (CUSIP Number) * The remainder of this cover page shall be filled out for a reporting person's initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter the disclosures provided in a prior cover page. The information required in the remainder of this cover page shall not be deemed to be "filed" for the purpose of Section 18 of the Securities Exchange Act of 1934 ("Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes). CUSIP No. 74730W 10 1 Page 2 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CW Ventures II, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York limited partnership 5 SOLE VOTING POWER NUMBER OF SHARES 458,538 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 458,538 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 458,538 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 7.3% 12 TYPE OF REPORTING PERSON PN *CW Ventures II, L.P. ("CW") may be deemed to share voting and dispositive power over the 45,153, 10,604 and 24,594 shares of common stock held by, respectively, CW Ventures, Overseas Medical Ventures, IL and CW R&D II (Financial) L.P., who are affiliates of CW. CW disclaims beneficial ownership of these shares. CUSIP No. 74730W 10 1 Page 3 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CW R&D II (Financial) L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware limited partnership 5 SOLE VOTING POWER NUMBER OF SHARES 24,594 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 24,594 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 24,594 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .4% 12 TYPE OF REPORTING PERSON PN * CW R&D II (Financial) L.P. ("R&D") may be deemed to share voting and dispositive power over the 458,538, 45,153 and 10,604 shares of common stock held by, respectively, CW Ventures II, L.P., CW Ventures and Overseas Medical Ventures, IL, who are affiliates of R&D. R&D disclaims beneficial ownership of these shares. CUSIP No. 74730W 10 1 Page 4 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON CW Ventures 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION New York limited partnership 5 SOLE VOTING POWER NUMBER OF SHARES 45,153 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 45,153 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 45,153 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .7% 12 TYPE OF REPORTING PERSON PN * CW Ventures ("Ventures") may be deemed to share voting and dispositive power over the 458,538, 10,604 and 24,594 shares of common stock held by, respectively, CW Ventures II, L.P., Overseas Medical Ventures, IL and CW R&D II (Financial) L.P., who are affiliates of Ventures. Ventures disclaims beneficial ownership of these shares. CUSIP No. 74730W 10 1 Page 5 of 11 Pages 1 NAME OF REPORTING PERSON S.S. or I.R.S. IDENTIFICATION NO. OF ABOVE PERSON Overseas Medical Ventures, IL 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) (b) 3 SEC USE ONLY 4 CITIZENSHIP OR PLACE OF ORGANIZATION Netherlands Antilles Corporation 5 SOLE VOTING POWER NUMBER OF SHARES 10,604 shares BENEFICIALLY OWNED BY 6 SHARED VOTING POWER EACH REPORTING 0* shares PERSON WITH 7 SOLE DISPOSITIVE POWER 10,604 shares 8 SHARED DISPOSITIVE POWER 0* shares 9 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 10,604 shares 10 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES 11 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 .2% 12 TYPE OF REPORTING PERSON PN * Overseas Medical Ventures, IL ("Overseas") may be deemed to share voting and dispositive power over the 458,538, 45,153 and 24,594 shares of common stock held by, respectively, CW Ventures II, L.P., CW Ventures, and CW R&D II (Financial) L.P., who are affiliates of Overseas. Overseas disclaims beneficial ownership of these shares. Item 1(a) Name of Issuer: Quadramed Corporation (the "Company") Item 1(b) Address of Issuer's Principal Executive Offices: 80 E. Sir Francis Drake Blvd., Suite 2A Larkspur, California 94939 Item 2(a) Name of Person Filing: This Statement is filed by CW Ventures II, L.P. (the "Reporting Person"). CW Ventures ("Ventures"), CW R&D II (Financial) L.P. ("R&D") and Overseas Medical Ventures, IL ("Overseas") are affiliates of the Reporting Person. See attached Exhibit A. Item 2(b) Address of Principal Business Office, or if none, Residence: The address of the principal business office of the Reporting Person is 1041 Third Avenue, New York, New York 10021. The address of the principal business office of Ventures is 1041 Third Avenue, New York, New York 10021. The address of the principal business office of R&D is 1041 Third Avenue, New York, New York 10021. The address of the principal business office of Overseas is 1041 Third Avenue, New York, New York 10021. Item 2(c) Citizenship: The Reporting Person is a New York limited partnership. Ventures is a New York limited partnership. R&D is a Delaware limited partnership. Overseas is a Netherlands Antilles corporation. Item 2(d) Title of Class of Securities: Common Stock, $.01 par value per share ("Common Stock") Item 2(e) CUSIP Number: 74730W 10 1 Item 3 Description of Person Filing: Not applicable. Item 4 Ownership: The following information with respect to ownership of Common Stock of the Company by the Reporting Person, Ventures, R&D and Overseas is provided as of December 31, 1996, the last day of the year covered by this Statement. (a) Amount beneficially owned: See Row 9 of the cover pages. The amount for CW Ventures II, L.P. includes warrants to purchase 250,559 shares of Common Stock of the Company that are currently exercisable. (b) Percent of Class: See Row 11 of the cover pages. (c) Number of shares as to which such person has: (i) Sole power to vote or to direct the vote: See Row 5 of the cover pages. (ii) Shared power to vote or to direct the vote: See Row 6 of the cover pages. (iii)Sole power to dispose or direct the disposition of: See Row 7 of the cover pages. (iv) Shared power to dispose or direct the disposition of: See Row 8 of the cover pages. Item 5 Ownership of Five Percent or Less of a Class: If this Statement is being filed to report the fact that as of the date hereof the Reporting Person has ceased to be the beneficial owner of more than five percent of the class of securities, check the following: [ ] Item 6 Ownership of More than Five Percent on Behalf of Another Person: A total of 66,800 shares of Common Stock (of which 37,541 are held by Ventures, 8,818 are held by Overseas and 20,441 are held by R&D) (the "Escrow Shares") are currently held in escrow to secure indemnification obligations pursuant to an Escrow Agreement dated as of June 27, 1996. Under the terms of such escrow agreement, Ventures, Overseas and R&D have the right to receive distributions on the Escrow Shares but do not have the right to sell, hypothecate, encumber or in any way dispose of any Escrow Shares. All redemption proceeds and any distributions other than cash dividends with respect to the Escrow Shares must be delivered to and held by the escrow agent. Item 7 Identification and Classification of the Subsidiary Which Acquired the Security Being Reported on By the Parent Holding Company: Not applicable. Item 8 Identification and Classification of Members: Not applicable. Item 9 Notice of Dissolution of Group: Not applicable. Item 10 Certification: Not applicable. SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1997 CW VENTURES II, L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1997 CW VENTURES /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1997 CW R&D II (FINANCIAL) L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner SIGNATURE After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. February 13, 1997 OVERSEAS MEDICAL VENTURES, IL /s/ David Kass Name: David Kass Title: Investment Manager Exhibit A SCHEDULE 13G-TO BE INCLUDED IN STATEMENTS FILED PURSUANT TO RULE 13d-1(f)(1) The undersigned persons on this 13th day of February, 1997, agree and consent to the joint filing on their behalf of this Schedule 13G in connection with the beneficial ownership of the common stock of Quadramed Corporation at December 31, 1996. CW VENTURES II, L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner CW VENTURES /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner CW R&D II (FINANCIAL) L.P. /s/ Charles M. Hartman Name: Charles M. Hartman Title: General Partner OVERSEAS MEDICAL VENTURES, IL /s/ David J. Kass Name: David J. Kass Title: Investment Manager -----END PRIVACY-ENHANCED MESSAGE-----