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 26, 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 today regarding
its 2002 fiscal year guidance and its hiring of a senior manager to lead its
restatement efforts.
ITEM 7. Exhibit.
Exhibit No. Description
99.1 QuadraMed Press Release dated August 12, 2002 entitled,
"Quadramed Suspends Fiscal Year 2002 Guidance And Hires
Senior Manager To Lead Restatement."
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 26, 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 Ripsteen, Director of
Investor Relations
(415) 482-2211
jripsteen@quadramed.com
QUADRAMED SUSPENDS FISCAL YEAR 2002 GUIDANCE AND HIRES SENIOR MANAGER
TO LEAD RESTATEMENT
San Rafael, California -Monday, August 26, 2002 - QuadraMed Corporation
(Nasdaq: QMDCE) announced today that due to the pending restatement of its
financial statements for the years ended December 31, 2000 and 2001 and the
interim period ended March 31, 2002, the Company no longer endorses its
prior revenue and earnings guidance for the fiscal year 2002. Prior Company
guidance for fiscal year 2002 called for revenue of $136 million to $141
million and a net loss of $0.24 to $0.10 per share.
The Company decided to suspend prior revenue and earnings guidance because
prior guidance was based on assumptions with regard to revenue recognition
and expenses that could potentially change as a result of the restatement
process. Specifically, as previously announced, the restatement focuses on,
among other things, revenue recognition, which could result in either
deferral or acceleration of revenue. Additionally, prior guidance does not
reflect increased expenses incurred in current periods as a result of the
additional audit resources required to complete the restatement work.
The Company also announced that it has hired Martin Aquino to serve as
senior manager and project leader for the Company's financial restatement
process. Mr. Aquino will join the senior management of QuadraMed and will
be focused exclusively on working with the finance department and the
Company's forensic accountants and auditor to bring the restatement to
completion. The Company hired Mr. Aquino in order to provide undivided
resources and attention to the restatement work and to provide senior
management with the flexibility to refocus their energies on business
operations.
Prior to joining QuadraMed, Mr. Aquino provided consulting services in the
areas of forensic and technical accounting and prepared restatement filings
with the Securities and Exchange Commission for Clarent Corporation, a
software and hardware telecommunications company. Mr. Aquino has also
served in both executive and senior management roles with Macromedia, Inc.,
a software web based technology company and Calpine Corporation. Mr. Aquino
is a chartered accountant with over 15 years of public and private
corporate finance and accounting experience.
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 or 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 Deloitte
& Touche LLP may not be sufficient to permit the restatements to be
completed on a timely basis or at all; (ii) QuadraMed's quarterly operating
results may vary, (iii) QuadraMed's stock price may be volatile, (iv)
QuadraMed's investments are subject to market risk, (v) QuadraMed faces
product development risks from rapid technological changes, (vi)
QuadraMed's products may be subject to bugs and other errors, (vii)
QuadraMed's intellectual property and technology may be subject to
infringement claims or be infringed upon, (viii) 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; (ix) increased competition for QuadraMed's products and
services, and (x) 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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