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 14~~July 11, 2007

QUOVADX, INC.

(Exact name of registrant as specified in its charter)

Delaware

000-29273

85-0373486

(State or other jurisdiction

of incorporation)

(Commission File Number)

(IRS Employer

Identification No.)

7600 E. Orchard Road, Suite 300S

Greenwood Village, CO

80111

(Address of principal executive offices)

(Zip Code)

Registrant’s telephone number, including area code (303) 488-2019

(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):

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

x¨ 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))

Item 13.0103 ~~Entry~~Material ~~into~~Modification ato ~~Material~~Rights ~~Definitive~~of ~~Agreement~~Security Holders.

~~As previously~~On ~~disclosed~~July 11, 2007, Quovadx, Inc. (the “Company”) and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.), as rights agent (“Rights Agent”), executed Amendment No. 1 (“Amendment No. 1”) to the Preferred Stock Rights Agreement (the “Rights Agreement”), dated as of July 24, 2000, between the Company and the Rights Agent. The Company and the Rights Agent entered into anAmendment No. 1 in connection with the Agreement and Plan of Merger (the “Merger Agreement”), dated April 1, 2007, as amended on April 2, 2007 and amended and restated on May 4, 2007, ~~with~~by and among the Company, Quartzite Holdings, Inc. (“Quartzite Holdings”), a wholly-owned subsidiary of Battery Ventures, and Quartzite Acquisition Corp. (“Merger Subsidiary”), a wholly owned subsidiary of Quartzite Holdings, pursuant to which ~~the~~ Merger Subsidiary will be ~~merged~~ merged with and into the Company on terms and subject to the conditions in the Merger Agreement (the “Merger”).

OnAmendment No. 1 ~~June~~provides that (i) ~~14,~~none ~~2007~~of Quartzite Holdings, ~~the~~Merger ~~Company~~Subsidiary ~~entered~~or ~~into~~any of their Affiliates or Associates is an ~~Asset~~Acquiring ~~Purchase~~Person, ~~Agreement~~and no Shares Acquisition Date, Distribution Date (as such terms are defined in the ~~“Purchase~~ Rights Agreement”) ~~with~~or event ~~ISD~~to ~~Acquisition~~which ~~Corp.,~~Section 11(a)(ii) or Section 13 of the Rights Agreement would otherwise be applicable will occur as a ~~Delaware~~result ~~corporation~~of ~~(“Purchaser”)~~the ~~and~~execution ~~wholly-owned~~or ~~subsidiary~~delivery of ~~Battery~~the ~~Ventures~~Merger ~~VII~~Agreement, ~~L.P.~~the ~~(“Battery~~Voting ~~Ventures”)~~Agreement, ~~pursuant~~dated toas ~~which~~of ~~the~~April 1, ~~Purchaser~~2007, ~~will~~by ~~purchase~~and ~~certain~~among ~~assets~~Quartzite ~~relating~~Holdings toand ~~the~~certain ~~Company’s~~stockholders ~~Integration~~of ~~Solutions~~the ~~division~~Company (the “~~ISD~~Voting Agreement”) ~~for~~or athe ~~purchase~~consummation ~~price~~ of ~~$41~~the ~~million,~~Merger ~~subject~~and tothe ~~adjustment~~other astransactions ~~set~~contemplated ~~forth~~by in the ~~Purchase~~Merger Agreement (and the ~~“Pre-Closing~~Voting ~~Restructuring”~~Agreement and (ii). the ~~The~~Rights ~~Pre-Closing~~Agreement ~~Restructuring~~ will ~~have~~terminate noand ~~effect~~the onRights ~~the~~(as ~~Merger~~defined orin the ~~per~~Rights ~~share~~Agreement) ~~merger~~will ~~consideration~~expire ~~whether~~immediately orprior ~~not~~to the ~~Pre-Closing~~effective ~~Restructuring~~time isof ~~completed~~the Merger.

~~Battery~~The ~~Ventures~~Rights ~~requested~~Agreement ~~that,~~is infiled ~~order to manage ISD after completion of the Merger~~ as aExhibit ~~separate~~1 ~~business for operational restructuring purposes and~~ to ~~implement~~the ~~such~~Company’s ~~separation~~Registration inStatement aon ~~tax~~Form ~~efficient manner~~8-A, ~~we,~~filed ~~at the~~with ~~discretion of Battery Ventures, and subject to~~ the ~~terms~~Securities and ~~conditions~~Exchange ~~set~~Commission ~~forth~~on ~~in the Purchase Agreement~~July 28, ~~complete~~2000 ~~the Pre-Closing Restructuring to occur following stockholder approval of the Merger~~ and ~~immediately~~is ~~prior~~incorporated toherein ~~the~~by ~~closing~~reference. ofAmendment ~~the Merger~~No. 1 ~~The~~is filed ~~Purchase~~as ~~Agreement~~Exhibit ~~provides~~4.1 ~~that~~hereto ~~the Pre-Closing Restructuring will not close unless both the Merger~~ and ~~the~~is ~~Pre-Closing~~incorporated ~~Restructuring~~herein ~~are approved~~ by ~~the Company’s stockholders~~reference. InThe ~~addition,~~foregoing ~~the~~description ~~Pre-Closing Restructuring will not close until all~~ of the ~~conditions~~Rights toAgreement ~~closing~~and ~~the~~Amendment ~~Merger~~No. 1 ~~are~~does ~~satisfied~~not sopurport ~~that all that remains~~ to ~~close~~be ~~the~~complete ~~Merger~~and is ~~the~~qualified ~~filing~~in ofits ~~the~~entirety ~~Certificate~~by ofreference ~~Merger with the Secretary of State of Delaware. In addition, the Pre-Closing Restructuring is subject~~ to asuch ~~condition subsequent that if the Merger is not completed for any reason the Pre-Closing Restructuring will be unwound and no longer effective~~exhibits.

The above summary is qualified in its entirety by reference to the full text of the Purchase Agreement, a copy of which is attached hereto as Exhibit 10.1. The information contained in the Purchase Agreement is incorporated herein by reference.

Item 8.01 Other Events.

On June 18, 2007, the Company issued a press release to announce that the Company filed its Definitive Proxy Statement relating to the Merger, a copy of which is attached as Exhibit 99.1. A copy of the Company’s communication to its employees is attached as Exhibit 99.2.

Item 9.01

Financial Statements and Exhibits.

(d) Exhibits

10.1		Asset Purchase Agreement between Quovadx, Inc. and ISD Acquisition Corp. dated June 14, 2007
99.1		Press Release dated June 18, 2007
99.2		Email correspondence from Harvey A. Wagner to Employees of Quovadx, Inc.


4.1		Amendment No. 1, dated as of July 11, 2007, to the Preferred Stock Rights Agreement, dated as of July 24, 2000, between Quovadx, Inc. (as successor-in-interest to XCare.net, Inc. and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.)

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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.


Quovadx, Inc.

By:		/s/ Linda K. Wackwitz
Name:		Linda K. Wackwitz
Title:		Executive Vice President, Chief Legal Officer and Secretary

Dated: ~~June 18~~July 12, 2007

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Exhibit Index

Exhibit No.
10.1		Asset Purchase Agreement between Quovadx, Inc. and ISD Acquisition Corp. dated June 14, 2007
99.1		Press Release dated June 18, 2007
99.2		Email correspondence from Harvey A. Wagner to Employees of Quovadx, Inc.


Exhibit No.
4.1		Amendment No. 1, dated as of July 11, 2007, to the Preferred Stock Rights Agreement, dated as of July 24, 2000, between Quovadx, Inc. (as successor-in-interest to XCare.net, Inc. and Mellon Investor Services LLC (formerly known as ChaseMellon Shareholder Services, L.L.C.)

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