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): ~~June~~August 124, 2018

QUADRANT 4 SYSTEM CORPORATION

(Exact name of Registrant as Specified in its Charter)

Illinois	33-42498	65-0254624
(State or other jurisdiction of incorporation or organization)	(Commission File Number)	(I.R.S. Employer Identification No.)

10300 W. Charleston Blvd., Suite 13-312 Las Vegas, NV		89135
(Address of Principal Executive Offices)		(Zip Code)

(855) 995-7367

Registrant’s 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:

☐	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

☐	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

☐	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2-(b))

☐	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Indicate by check mark whether the registrant is an emerging growth company as defined in Rule 405 of the Securities Act of ~~1933~~1934 (~~17 CFR~~ §~~230~~240.~~405) or Rule~~ 12b-2 of ~~the~~this ~~Securities Exchange Act of 1934 (17 CFR §240.12b-2~~chapter).

Emerging growth company ☐.

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Item 1.03 Bankruptcy or Receivership.

As previously reported by Quadrant 4 System Corporation (the “Company”), the Company filed a voluntary petition for relief commencing a case under Chapter 11 of the United States Bankruptcy Code, 11 U.S.C. § 101 et seq. (the “Bankruptcy Code”), designated as Case Number 17-19689 (the “Chapter 11 Case”) in the United States Bankruptcy Court for the Northern District of Illinois, Eastern Division (the “Bankruptcy Court”). As previously reported, the Company subsequently caused its wholly-owned subsidiary, Stratitude, Inc. (“Stratitude”) to file a voluntary petition for relief commencing a case under Chapter 11 of the Bankruptcy Code, designated as Case Number 17-30724 (the “Stratitude Chapter 11 Case”) in the Bankruptcy Court. Since that time, the Company and Stratitude have operated as debtors-in-possession under the Bankruptcy Code. The Chapter 11 Case and the Stratitude Chapter 11 Case are jointly administered and are referred to together below as the “Chapter 11 Cases”. The Company and Stratitude are referred to together below as the “Debtors.” The Debtors, with the assistance of ~~its~~the Company’s restructuring consulting firm and its investment banking firm, ~~has~~have sold all of ~~its~~their business operations and ~~substantially~~operating ~~all of its~~ assets, and ~~substantially all of the business operations and assets of Stratitude, and~~ distributed the net proceeds to their secured creditors~~. Other~~ ~~than~~pursuant ~~operating~~to ~~cash~~orders ~~and an account receivable~~ of ~~$7 million designated for assignment to~~ the ~~Company’s~~Bankruptcy ~~senior~~Court. ~~secured~~Other ~~lender,~~than ~~BMO~~operating ~~Harris~~cash ~~Bank,~~and ~~N.A.,~~cash ~~under~~held ~~the~~in ~~Plan (as defined below)~~trust, the ~~Company~~Debtors’s ~~and Stratitude’s~~ sole remaining assets are certain potential causes of action as summarized below.

On ~~June~~August 524, 2018, the Bankruptcy Court entered an Order ~~Approving~~Confirming ~~Form~~Amended ~~and~~Joint ~~Manner~~Plan of ~~Notice~~Liquidation ~~and~~of ~~Establishing~~Quadrant ~~Dates~~4 ~~for~~System ~~Hearing~~Corporation onand ~~Adequacy~~Stratitude, ofInc. ~~Disclosure~~and ~~Statement~~the ~~and~~Official ~~Filing~~Committee of ~~Any~~Unsecured ~~Objections~~Creditors ~~Thereto~~ (~~Docket No. 417) (~~the “Order”). ~~The~~ ~~Order~~Attached ~~includes~~to the ~~Bankruptcy~~Order ~~Court’s~~as ~~approval~~exhibits are copies of athe ~~Notice~~Amended Joint Plan of ~~Hearing~~Liquidation to(“Plan”) ~~Approve~~and ~~Disclosure~~the ~~Statement~~Quadrant ~~and~~4 ~~Plan~~Liquidating ~~Confirmation~~Trust ~~Procedures~~Agreement (the “~~Notice~~LTA”). toThe beconfirmation ~~sent~~of the Plan will serve to ~~all~~conclude ~~creditors~~the ~~and~~Debtors’ ~~other~~responsibilities ~~interested~~in ~~parties~~the ~~regarding~~Chapter a11 ~~proposed~~Cases ~~Disclosure~~upon ~~Statement~~the ~~(Docket~~effective ~~No.~~date ~~408)~~of ~~(as~~the ~~may~~Plan, which is expected to be ~~amended~~on ~~from~~or ~~time~~about toSeptember ~~time~~13, 2018 (the “~~Disclosure~~Effective ~~Statement~~Date”). ~~for~~At ~~Joint~~that ~~Plan~~time, the following will occur pursuant to the terms of ~~Liquidation~~the Plan: (a) title to all of ~~Quadrant~~the 4Debtors’ ~~System~~remaining ~~Corporation~~assets ~~and~~will ~~Stratitude,~~transfer ~~Inc.~~to ~~and~~a liquidation trust established under the ~~Official~~LTA ~~Committee~~for the benefit of ~~Unsecured~~the ~~Creditors~~Debtors’ creditors (~~Docket~~the ~~No. 407~~“Trust”); and (asb) ~~may~~all beresponsibilities ~~amended~~and ~~from~~duties ~~time~~on behalf of the Debtors and their estates will pass to ~~time~~Amherst Partners, LLC, as liquidating trustee under the Trust (the “~~Plan~~Liquidating Trustee”). In addition, ~~which~~at ~~has~~that ~~been~~time, ~~jointly~~all ~~filed~~officers byand directors of the ~~Company,~~Debtors ~~Stratitude~~will be deemed to have completed their responsibilities and have resigned. The Liquidating Trustee’s duties will include maintaining the ~~Official~~Trust; ~~Committee~~reviewing ofand, ~~Unsecured~~if ~~Creditors~~appropriate, inobjecting to claims; liquidating remaining assets; distributing any net liquidation proceeds to creditors if and when available; and related tasks concerning the ~~Chapter~~winding 11up ~~Case~~of the Debtors’ affairs and ~~Stratitude~~corporate ~~Chapter~~existence, 11and ~~Case~~closing (of the ~~“Committee”)~~Chapter 11 Cases.

~~Under~~The ~~the~~ Plan asis ~~proposed,~~a ~~shareholders~~liquidating ~~are not expected to receive or retain any distribution in respect of their shares~~plan, ~~due~~such tothat ~~the~~all ~~amounts~~remaining ofassets ~~the superior claims~~ of the ~~Company’s~~Debtors ~~secured~~will ~~and~~be ~~unsecured~~liquidated ~~creditors.~~into ~~The~~cash ~~Plan as proposed will~~proceeds, ifto ~~confirmed by~~ the ~~Bankruptcy~~extent ~~Court~~practicable, ~~provide~~by ~~for,~~the ~~among~~Liquidating ~~other~~Trustee ~~things:~~under ~~(a)~~ the ~~resignation~~supervision of ~~all officers and directors of~~ the ~~Company~~Bankruptcy Court, ~~(b) the winding up~~ and ~~eventual~~distributed ~~dissolution~~by of the ~~Company,~~Trust ~~and~~according ~~(c)~~to the ~~creation~~priorities ofestablished ~~a liquidating trust~~ under the ~~direction of a newly appointed liquidating trustee for the retention and preservation of various causes of action on the part of the Company and Stratitude~~law, which ~~may~~are ~~(though~~set ~~not~~forth ~~necessarily~~in ~~will)~~detail ~~include,~~in ~~without~~the ~~limitation,~~Plan. ifIn ~~any~~summary, ~~preferential~~these ~~transfers;~~priorities ~~fraudulent~~require ~~transfers; breaches~~that ofno ~~fiduciary~~junior ~~duties;~~class ~~aiding and abetting breaches~~ of ~~fiduciary~~claims ~~duties;~~can ~~piercing~~receive ~~the~~any ~~corporate~~distribution ~~veil;~~until ~~conversion;~~all ~~fraud;~~senior ~~negligence;~~classes ~~negligent~~have ~~misrepresentation;~~been ~~waste~~paid ofin ~~corporate~~full. ~~assets;~~Shareholders ~~malpractice; breach~~ of ~~contract; subrogation; and equitable subordination of claims. Neither~~ the Company ~~nor~~are ~~the~~not ~~Committee~~entitled ~~have~~to ~~yet~~receive ~~specifically~~any ~~identified~~distribution ~~and~~until ~~analyzed~~all ~~the~~creditors ~~potential causes of action, nor~~ have ~~any~~been ~~lawsuits~~paid ~~been~~in ~~filed~~full. byIt oris onnot ~~behalf~~anticipated ofthat the ~~Company~~Debtors’ ~~with~~creditors ~~respect~~will tobe ~~the~~paid ~~causes~~in ~~of action. Moreover~~full, ~~under~~and ~~the Plan~~therefore, ~~any causes of action against certain directors of~~ the Company’s ~~have~~shareholders ~~been~~were ~~designated~~not ~~for~~expected ~~assignment~~ to ~~BIP~~receive ~~Quadrant~~any 4distributions ~~System~~from ~~Debt Fund I, LLC,~~ the ~~Company’s junior secured lender (“BIP”)~~Trust. ~~Any~~ ~~net~~As ~~proceeds~~set ~~from~~forth ~~such~~in ~~director~~Section ~~causes~~7.25 of ~~action shall first be applied to satisfy~~ the ~~claims~~Plan: of“Upon ~~BIP, with~~ the ~~remaining~~Effective ~~proceeds~~Date, if any, ~~remitted~~and toall ~~the~~Equity ~~liquidating~~Interests ~~trust~~in ~~for~~Q4 ~~payment~~[the toCompany] ~~unsecured~~shall ~~creditors.~~be ~~Even~~deemed ~~after~~extinguished ~~resolution~~and of ~~the~~no ~~foregoing~~further ~~causes~~force ofor ~~action,~~effect. ~~management~~The ~~continues~~Liquidating toTrustee ~~believe~~shall ~~that there will~~ not beissue ~~sufficient proceeds, after payment of administrative expenses, secured creditors and unsecured creditors, to make~~ any ~~distributions~~new toEquity ~~its~~Interests ~~shareholders~~in Q4”.

AsAt ~~noted~~present, the assets in the ~~Order~~Debtors’ ~~and~~estates ~~the~~consist, ~~Notice~~substantially, ~~the~~if ~~Bankruptcy~~not ~~Court~~entirely, ~~will~~of: ~~hold~~ (a) ~~hearing~~operating oncash ~~July~~as 12of August 31, 2018 onin the ~~adequacy~~approximate amount of ~~the~~$499,191.05, ~~information~~which ~~contained~~is inexpressly ~~the~~earmarked ~~Disclosure~~for ~~Statement. Objections~~payment of allowed Chapter 11 administrative claims (with ~~respect~~any excess to be returned to BMO Harris Bank N.A., the ~~adequacy~~secured creditor advancing such sums); (b) cash being held in trust for the benefit of the ~~information~~creditors ~~contained~~under the LTA in the ~~Disclosure~~amount ~~Statement~~of ~~must~~$150,000; (b) the sum of $100,000 to be ~~filed~~received ~~with~~by the ~~Bankruptcy~~Liquidating ~~Court~~Trustee noin ~~later~~January ~~than~~2019 ~~July~~from 10a February 6, 2018 court approved settlement between the Company, its secured creditors, the Creditors’ Committee and Cognizant TriZetto Software Group, Inc. If, to be used as set forth in the ~~Disclosure~~LTA ~~Statement~~for the benefit of the creditors; and (d) possible causes of action in favor of the Debtors, none of which have yet been determined. The Liquidating Trustee will examine all potential causes of action, and make its independent determination whether to prosecute, settle and/or abandon any and all such potential claims. The value of any claims is ~~approved~~currently unknown. The liabilities listed by, ~~the~~and/or ~~Bankruptcy~~filed ~~Court~~against, the ~~Company~~Debtors ~~anticipates~~consist ~~receiving~~of ~~authorization~~the following (all amounts are approximations and subject to ~~send~~further verification and/or court allowance): (a) remaining Chapter 11 related administrative obligations as of August 31, 2018 in the ~~Plan~~approximate toamount ~~its~~of ~~creditors~~$410,054.00; ~~for~~(b) ~~voting~~priority tax claims of $70,384; at(c) ~~which~~priority ~~time~~non-tax claims of $19,984; ~~notice~~(d) general unsecured claims against the Company of a$20,898,286, ~~hearing~~of towhich over $10,000,000 may be ~~scheduled~~subject to ~~consider~~dispute; ~~the~~and ~~outcome~~(e) general unsecured claims against Stratitude of $4,741,205 of which approximately $4,500,000 are joint and several claims of the ~~voting~~Debtors and are included in clause (d) above. As required under the ~~confirmation~~Plan and by law, Stratitude’s creditors will receive net liquidation proceeds from the liquidation of Stratitude’s assets. Given the ~~Plan~~Company’s 100% ownership of Stratitude, any excess after payment of Stratitude’s creditors will be ~~sent~~distributed to the Company’s creditors together with the ~~Plan,~~net ~~voting~~liquidation ~~materials,~~proceeds ~~and~~of the ~~Disclosure~~Company’s ~~Statement,~~other asassets. ~~approved~~The total amount of any future distributions to the Debtors’ creditors is presently unknown.

The ~~foregoing~~Liquidating ~~description~~Trustee ofserved as the ~~terms~~court-appointed offinancial ~~the~~consultants ~~Order,~~to the ~~Notice~~Official ~~and~~Committee of Unsecured Creditors during the ~~Plan~~Chapter ~~does~~11 ~~not~~Cases. ~~purport~~Founded toin be1994, ait ~~complete~~provides, ~~description~~among ofother ~~all~~things, ofrestructuring ~~terms~~services ofto ~~the~~middle-market ~~Order~~companies, such as the ~~Notice~~Debtors, ~~and~~in a wide range of industries throughout the ~~Plan,~~Midwest and isother ~~qualified~~parts inof ~~its~~the ~~entirety~~U.S. byIts ~~reference~~principal tooffices ~~the~~are ~~full~~located ~~text~~at of255 ~~such~~E. ~~documents~~Brown St., ~~copies~~Suite of120, ~~which~~Birmingham, ~~are~~MI ~~attached~~48009; toits ~~this~~telephone ~~report~~number is 248-642-5660; and ~~incorporated~~its ~~herein~~website byis ~~reference~~www.amherstpartners.com. The contents of such website are not incorporated herein.

~~All~~Upon ~~filings~~the inconfirmation of the ~~Chapter~~Plan, 11the ~~Case~~Company ~~and~~had ~~the~~200,000,000 ~~Stratitude~~shares ~~Chapter~~of 11common ~~Case~~stock, ~~including~~$0.001 ~~the~~par ~~Disclosure~~value ~~Statement~~per share, ~~may~~authorized, be108,861,774 ~~obtained~~shares ~~from~~issued ~~the~~and ~~Office~~outstanding ofand ~~the~~zero ~~Clerk~~shares reserved for future issuance in respect of claims and interests filed and allowed under the UPlan.S. As ~~Bankruptcy~~noted ~~Court~~above, ~~219~~on ~~South~~the ~~Dearborn~~Effective ~~Street~~Date, ~~Room~~all ~~713~~shares of the Company’s common stock, ~~Chicago~~and any rights to acquire shares of the Company’s common stock, ~~Illinois~~together ~~60604~~with orany ~~through~~other ~~its~~equity ~~website~~securities ~~via~~of ~~PACER~~the ~~(https://ecf~~Company will be extinguished without consideration paid to the shareholders and other holders thereof.~~ilnb.uscourts.gov/). Such~~ The ~~information~~Company isdoes not ~~incorporated~~expect byto ~~reference~~make ~~into~~further ~~this~~reports ~~report~~with the Securities and Exchange Commission.

~~Item~~The ~~2.01. Completion~~foregoing description of ~~Acquisition~~the orterms ~~Disposition~~of the Order and the Plan does not purport to be a complete description of ~~Assets~~all of terms of the Order and the Plan (a copy of which is an exhibit thereto), and is qualified in its entirety by reference to the full text of such documents, copies of which are attached to this report and incorporated herein by reference.

~~The~~All ~~disclosures~~filings ~~set~~in ~~forth~~the inChapter ~~Item~~11 1Cases may be obtained from the Office of the Clerk of the U.01S. ~~above~~Bankruptcy ~~are~~Court, ~~incorporated~~219 ~~herein~~South Dearborn Street, Room 713, Chicago, Illinois 60604 or through its website via PACER (https://ecf.ilnb.uscourts.gov/). Such information is not incorporated by reference into this report.

Item 92.01. ~~Financial~~ Completion ~~Statements~~of ~~and~~Acquisition ~~Exhibits~~or Disposition of Assets.

Exhibit No.		Description of Exhibit
2.1		Order Approving Form and Manner of Notice and Establishing Dates for Hearing on Adequacy of Disclosure Statement and Filing of any Objections Thereto entered June 5, 2018
2.2		Notice of Hearing to Approve Disclosure Statement and Plan Confirmation Procedures approved June 5, 2018
2.3		Joint Plan of Liquidation of Quadrant 4 System Corporation and Stratitude, Inc. and the Official Committee of Unsecured Creditors filed June 1, 2018

The disclosures set forth in Item 1.01 above are incorporated herein by reference.

~~Forward-Looking~~Item 9.01. Financial Statements and Exhibits.

This Current Report on Form 8-K contains certain statements that are “forward-looking statements.” Those statements may include statements regarding the intent, belief or current expectations of the Company or its officers with respect to the Company’s liquidation process, among other matters. These forward-looking statements are based on a number of assumptions and currently available information, and are subject to a variety of risks and uncertainties. Although the Company believes that the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or nonoccurrence of future events. There is no assurance that the forward-looking statements contained in this Current Report will prove to be accurate. The inclusion of a forward-looking statement herein should not be regarded as a representation by the Company that its objectives will be achieved.

Exhibit No.		Description of Exhibit

2.1		Order Confirming Amended Joint Plan Of Liquidation of Quadrant 4 System Corporation and Stratitude, Inc. and the Official Committee of Unsecured Creditors entered August 24, 2018

~~SIGNATURE~~Forward-Looking Statements

~~Pursuant~~This toCurrent Report on Form 8-K contains certain statements that are “forward-looking statements.” Those statements may include statements regarding the ~~requirements~~intent, belief or current expectations of the ~~Securities~~Company ~~Exchange~~or ~~Act~~its officers with respect to the Company’s liquidation process, among other matters. These forward-looking statements are based on a number of ~~1934~~assumptions and currently available information, and are subject to a variety of risks and uncertainties. Although the ~~registrant~~Company ~~has~~believes ~~duly~~that ~~caused~~the assumptions on which the forward-looking statements contained herein are based are reasonable, any of those assumptions could prove to be inaccurate given the inherent uncertainties as to the occurrence or nonoccurrence of future events. There is no assurance that the forward-looking statements contained in this ~~report~~Current Report will prove to be ~~signed~~accurate. onThe ~~its~~inclusion ~~behalf~~of a forward-looking statement herein should not be regarded as a representation by the ~~undersigned~~Company ~~hereunto~~that ~~duly~~its ~~authorized~~objectives will be achieved.

QUADRANT 4 SYSTEM CORPORATION
By:		/s/ Robert Steele
		Robert H. Steele, Chief Executive Officer

SIGNATURE

~~Date:~~Pursuant ~~July~~to 2the requirements of the Securities Exchange Act of 1934, ~~2018~~the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.

Index to Exhibits


QUADRANT 4 SYSTEM CORPORATION

By:		/s/ Robert H. Steele
		Robert H. Steele, Chief Executive Officer

Exhibit No.		Description of Exhibit
2.1		Order Approving Form and Manner of Notice and Establishing Dates for Hearing on Adequacy of Disclosure Statement and Filing of any Objections Thereto entered June 5, 2018
2.2		Notice of Hearing to Approve Disclosure Statement and Plan Confirmation Procedures approved June 5, 2018
2.3		Joint Plan of Liquidation of Quadrant 4 System Corporation and Stratitude, Inc. and the Official Committee of Unsecured Creditors filed June 1, 2018

Date: September 12, 2018

Index to Exhibits

Exhibit No.		Description of Exhibit

2.1		Order Confirming Amended Joint Plan Of Liquidation of Quadrant 4 System Corporation and Stratitude, Inc. and the Official Committee of Unsecured Creditors entered August 24, 2018

Filing Compare · Quadrant 4 System Corp