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 regarding the status of its securities continuing to
be listed on the NASDAQ National Market.
ITEM 7. Exhibit.
Exhibit No. Description
99.1 QuadraMed Press Release dated December 10, 2002
entitled, "Quadramed Reports On NASDAQ
Listing 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 REPORTS ON NASDAQ LISTING STATUS
San Rafael, California - Tuesday, December 10, 2002 - QuadraMed Corporation
(Nasdaq:QMDCE) today announced that it has applied to the Nasdaq Listing
Qualifications Panel for an extension of time to permit the continued listing
of the Company's securities on the Nasdaq National Market until the Company
makes its required filings with the Securities and Exchange Commission,
including the Forms 10-Q for the quarters ended June 30 and September 30, 2002
and its restated financial statements for the years ended December 31, 1999,
2000 and 2001 and the quarter ended March 31, 2002.
The Nasdaq Listing Qualifications Panel is currently reviewing QuadraMed's
request. Nasdaq staff has advised QuadraMed that, while the request is under
consideration, the Listing Qualification Panel will not enforce its previously
established December 16, 2002 deadline by which QuadraMed was to make its SEC
filings. QuadraMed cannot anticipate and cannot offer assurances as to the
date by which the Listing Qualification Panel will make a decision on
QuadraMed's request for an extension or on its continued listing.
QuadraMed reiterated it was making every effort to complete the audit and
quarterly review phase of the financial statements as quickly as possible.
The Company also clarified a statement in its press release issued earlier
today regarding the forensic procedures being performed by Deloitte and Touche
LLP. Deloitte has reported to the QuadraMed audit committee that its
previously announced forensic procedures have not revealed any indications of
fraud or intentional wrongdoing related to the years ended December 31, 2001
and 2000. Deloitte, however, is still reviewing issues concerning the
rationale for several items already announced to be part of the restatement of
the financial statements for the year ended December 31, 1999. The passage of
time, changes in the Company's management and financial and accounting staff,
and the fact that Arthur Andersen LLP was the 1999 auditor, make it unlikely
that the Company will be able to conclusively determine whether the rationale
for these 1999 items was appropriate. The inability to reach a conclusion as
to the rationale for these items is not expected to affect the timing of the
Company's completion of its internal work on the restatement.
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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