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
December 10, 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.
QuadraMed Corporation ("QuadraMed") released a press release on December 10,
2002 providing an update of its ongoing restatement activities.
ITEM 7. Exhibit.
Exhibit No. Description
99.1 QuadraMed Press Release dated December 10, 2002
entitled, "Quadramed Updates Restatement
Status."
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: December 13, 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:
Carey Rutigliano,
Sr. Director of Finance
crutigliano@quadramed.com
415.482.2320
QUADRAMED UPDATES RESTATEMENT STATUS
San Rafael, California - Tuesday, December 10, 2002 - QuadraMed Corporation
(Nasdaq: QMDCE) today reported that it expects to complete its internal work
within a week regarding the restatement of the financial statements for the
years ended December 31, 1999, 2000 and 2001 and the quarter ended March 31,
2002 and its still unfiled financial statements for the quarters ended June 30
and September 30, 2002. The Company said that it was making every effort to
complete the audit and quarterly review phase of the financial statements and
that, although it could offer no assurances, it expected that these SEC
filings could be further delayed for several weeks.
QuadraMed has initiated discussions with The Nasdaq Stock Market Inc.
regarding the impact of this delay on its listing status. In October, the
Nasdaq Listings Qualifications Panel notified the Company that its common
shares would continue to be listed on the Nasdaq National Market until
December 16, 2002.
The Company has also notified Nasdaq that the announced sale of its HIM
Services business, upon closing, will add between approximately $8 to $9
million to shareholder equity and that it expects that it will meet the Nasdaq
continued listing requirements for that criteria.
In October, QuadraMed reported that it expected that the restatement and
reaudit of its 1999 financial statements could require approximately sixty
days. Changes in the Company's management and financial staff since 1999 and
the fact that Arthur Andersen LLP originally audited the 1999 financials have
been among the factors lengthening the review of historical financial
transactions. As a consequence, the Company's internal work has taken slightly
longer than estimated in performing restatement procedures and preparing for
an audit.
Finally, the Company reported that Deloitte and Touche LLP has reported to the
audit committee of the board of directors that its previously announced
forensic procedures have not revealed any indications of fraud or intentional
wrongdoing.
"I am proud of the work our financial staff has done," said QuadraMed Chairman
and Chief Executive Officer Lawrence P. English. "This has been a very complex
task. We have spared no resources and the commitment of our staff has been
unwavering. In the meantime, our sales staff continues to close sales and
increase the pipeline. I expect another strong bookings quarter. The beta test
of our Affinity(R) Computerized Physician Order Entry product is going well
and our new Quantim(R) products have been very well received in the market.
The sale of the HIM Services business adds to our liquidity and advances our
strategic goal to focus on software."
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.
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. As previously announced, QuadraMed is in the
process of restating its historical financial statements.
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) forensic procedures carried out by QuadraMed may not be
sufficient to permit the restatements to be completed on a timely basis or at
all; (ii) QuadraMed's ability to remain listed on the Nasdaq National Market;
(iii) QuadraMed's quarterly operating results may vary, (iv) QuadraMed's stock
price may be volatile, (v) QuadraMed's investments are subject to market risk,
(vi) QuadraMed faces product development risks from rapid technological
changes, (vii) QuadraMed's products may be subject to bugs and other errors,
(viii) QuadraMed's intellectual property and technology may be subject to
infringement claims or be infringed upon, (ix) 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;
(x) increased competition for QuadraMed's products and services, and (xi)
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).
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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