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
AUGUST 14, 2002
Date of report (date of earliest event reported)
QUADRAMED CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware 0-21031 52-1992861
(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
22 PELICAN WAY, SAN RAFAEL, CALIFORNIA 94901
(Address of Principal Executive Offices) (Zip Code)
(415) 482-2100
(Registrant's Telephone Number, Including Area Code)
ITEM 5. Other Items.
By press release dated August 14, 2002, QuadraMed Corporation ("QuadraMed")
provided further information regarding the delay in restating its
consolidated financial statements for the fiscal years ended December 31,
2000 and 2001, and the interim period ended March 31, 2002, and in filing
its Securities and Exchange Commission Quarterly Report on Form 10-Q for
the period ending June 30, 2002. A copy of the press release announcing the
same is attached as Exhibit 99.1 to this Current Report on Form 8-K.
ITEM 7. Exhibit.
Exhibit No. Description
99.1 QuadraMed Press Release dated August 14, 2002
entitled, "More Information On Quadramed Restatement
Delay"
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 thereunto duly authorized.
Date: August 15, 2002 QUADRAMED CORPORATION
By: /s/ Michael H. Lanza
-------------------------
Michael H. Lanza
Executive Vice President
and Corporate Secretary
EXHIBIT 99.1
QUADRAMED CORPORATION
(Logo)
FOR IMMEDIATE RELEASE
CONTACT: Jack R. Ripsteen, Director of Investor Relations
415/482-2211
jripsteen@quadramed.com
MORE INFORMATION ON QUADRAMED RESTATEMENT DELAY
San Rafael, California - Wednesday, August 14, 2002 - QuadraMed Corporation
(Nasdaq: QMDC) provided further information on its earlier announcement today
regarding the delay in restating its consolidated financial statements for the
fiscal years ended December 31, 2000 and 2001, and the interim period ended
March 31, 2002, and in filing its Securities and Exchange Commission Quarterly
Report on Form 10-Q for the period ending June 30, 2002.
The Company stated that it was in the process of interviewing forensic
accountants to assist the Company in obtaining additional information relating
to the Company's accounting records and, among other things, assist in the
reconstruction of corporate records related to many of the Company's
acquisitions prior to 2000. One possible outcome of this process is the
reclassification of intangible assets and a change in amortization expense in
past, current, or future periods. The Company also said that it would review all
of its existing software contracts to determine whether the language conforms to
present and past revenue recognition methodologies. This could result in
deferral or acceleration of revenue recognition and could affect reported
revenue in past, current, or future periods.
In addition to these new matters, the Company previously announced on August 12,
2002, that its restatement was to be delayed because of the following items:
o The previously announced changes in revenue recognition on software term
licenses and the deferral of revenue on certain software sales.
o The timing and classification of certain non-recurring charges from prior
years.
o The previously announced recognition of other than temporary impairment of
QuadraMed's equity investment in VantageMed Corporation (Nasdaq SmallCap:
VMDC).
o The previously announced decline in cash surrender value of insurance
policies associated with SERP and Split-Dollar obligations to former
management.
o The reclassification of certain previously reported discontinued operations
to income from continuing operations.
o Certain severance expenses due to accelerated vesting of restricted stock
in 2000.
QuadraMed expects to make further announcements regarding the status of its
restatement efforts in the coming days.
Cautionary Statement on Risks Associated With Forward-Looking Statements This
press release contains forward-looking statements within the meaning of the
Private Securities Litigation Reform Act of 1995 that are subject to risks and
uncertainties. The words "believe," "expect," "anticipate," "intend," "plan,"
"estimate," "may," "should," "could," and similar expressions are intended to
identify such statements. Forward-looking statements are not guarantees of
future performance and are to be interpreted only as of the date on which they
are made. QuadraMed undertakes no obligation to update of revise any
forward-looking statement.
Important factors that could cause QuadraMed's actual results to differ
materially from these forward-looking statements include, but are not limited
to, the following: (i) QuadraMed's quarterly operating results may vary, (ii)
QuadraMed's stock price may be volatile, (iii) QuadraMed's investments are
subject to market risk, (iv) QuadraMed faces product development risks from
rapid technological changes, (v) QuadraMed's products may be subject to bugs and
other errors, (vi) QuadraMed's intellectual property and technology may be
subject to infringement claims or be infringed upon, (vii) QuadraMed's products
and services, particularly those sold to government entities and those sold to
customers receiving government reimbursement, are subject to scrutiny,
regulation, and possible future regulation by state and federal governments;
(viii) increased competition for QuadraMed's products and services, and (ix)
QuadraMed may need to use its cash balances to repurchase or redeem its
subordinated convertible debentures. QuadraMed does not intend this list of
important factors to be exhaustive and advises investors that it discusses other
risks and uncertainties that could cause QuadraMed's actual results to differ
from these forward-looking statements in its periodic reports filed with the
Securities and Exchange Commission ("SEC"). These SEC filings can be accessed
through the Investor Relations section of our website, www.quadramed.com, or
through the SEC's EDGAR Database at www.sec.gov (QuadraMed has EDGAR CIK No.
0001018833).
About QuadraMed Corporation
QuadraMed is dedicated to developing information technology and providing
consulting services that help healthcare professionals deliver outstanding
patient care with optimum efficiency. Offering real-world solutions for every
aspect of acute care information management, QuadraMed has four main product
lines: Affinity(R) Healthcare Information System, Quantim(R) Health Information
Management Software and Services, Complysource(R) Compliance Solutions, and
Chancellor(TM) Financial Products and Services. Behind our products and services
are nearly 1000 professionals whose healthcare experience has earned QuadraMed
the trust and loyalty of its many customers. To find out more about QuadraMed,
visit www.quadramed.com.
Note to Editors: QuadraMed, Affinity, Quantim, and Complysource are registered
trademarks of QuadraMed Corporation. Chancellor is a trademark of QuadraMed
Corporation. All other trademarks and registered trademarks are the properties
of their respective holders.
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