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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
October 22, 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.
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QuadraMed Corporation ("QuadraMed") released a press release on October 22,
2002 describing an extension granted by Nasdaq until December 16, 2002 to
complete its restatement activities.
ITEM 7. Exhibit.
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Exhibit No. Description
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99.1 QuadraMed Press Release dated October
22, 2002 entitled, "Quadramed Granted
Nasdaq Extension Until December 16,
2002."
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: October 28, 2002 QUADRAMED CORPORATION
By: /s/ Michael H. Lanza
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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
QUADRAMED GRANTED NASDAQ EXTENSION UNTIL DECEMBER 16, 2002
-- Subsequent Listing Contingent on Compliance with Nasdaq Requirements --
San Rafael, California - Tuesday, October 22, 2002 - QuadraMed Corporation
(Nasdaq: QMDCE) today reported that the Nasdaq Listings Qualifications
Panel had notified the Company that Nasdaq will continue to list the
Company's common shares on the Nasdaq National Market until December 16,
2002, by which date the Company must file its Quarterly Report on Form 10-Q
for the interim periods ended June 30, 2002, and September 30, 2002, and
its amended SEC filings for the years ended December 31, 1999, 2000, and
2001, and the interim period ended March 31, 2002.
The Nasdaq Listings Qualifications Panel further stated in the notification
that QuadraMed's filings must evidence compliance with all Nasdaq National
Market continued listing requirements and its ability to sustain long-term
compliance with all requirements for continued listing on a Nasdaq market.
The Listings Qualifications Panel further reserves the right to modify or
terminate its finding based upon a review of the Company's public filings.
The notification was issued pursuant to QuadraMed's appeal to the Nasdaq
Listings Qualifications Panel, announced on August 20, 2002, following a
determination by staff of the Nasdaq Listing Qualifications Department that
QuadraMed was not in compliance with the requirements of NASD Marketplace
Rule 4310(c)(14).
As previously announced, the Company stated that it is working to meet the
requirements of the NASDAQ Listings Qualifications Panel notification by
December 16, 2002.
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) 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).
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.