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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
AMENDMENT NO. 2
TO
SCHEDULE 13E-3
RULE 13E-3 TRANSACTION STATEMENT
(PURSUANT TO SECTION 13(e) OF THE SECURITIES EXCHANGE ACT OF 1933)
MEDICUS SYSTEMS CORPORATION
(Name of the issuer)
QUADRAMED CORPORATION
MEDICUS SYSTEMS CORPORATION
(Name of persons filing statement)
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COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of class of securities)
KEITH M. ROBERTS, ESQ.
VICE PRESIDENT AND GENERAL COUNSEL
QUADRAMED CORPORATION
80 E. SIR FRANCIS DRAKE BLVD., SUITE 2A
LARKSPUR, CALIFORNIA 94939
(415) 461-7725
(Name, address, and telephone number of persons authorized
to receive notices and communications on behalf
of persons filing statement)
COPIES TO:
<TABLE>
<S> <C>
SCOTT D. LESTER, ESQ. J. CRAIG WALKER, ESQ.
BROBECK, PHLEGER & HARRISON LLP BELL, BOYD & LLOYD
ONE MARKET THREE FIRST NATIONAL PLAZA
SPEAR STREET TOWER 70 WEST MADISON STREET, SUITE 3300
SAN FRANCISCO, CALIFORNIA 94105 CHICAGO, ILLINOIS 60602
(415) 442-0900 (312) 372-1121
</TABLE>
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This statement is filed in connection with (check the appropriate box):
a. [X] The filing of solicitation materials or an information statement
subject to Regulation 14A, Regulation 14C or Rule 13e-3(c) under the
Securities Exchange Act of 1934.
b. [X] The filing of a registration statement under the Securities Act of
1933.
c. [ ] A tender offer.
d. [ ] None of the above.
Check the following box if the soliciting materials or information statement
referred to in checking box (a) are preliminary copies. [X]
CALCULATION OF FILING FEE
TRANSACTION VALUATION* AMOUNT OF FILING FEE
$ N/A $ N/A
[X] Check box if any part of the fee is offset as provided by Rule 0-11(a)(2)
and identify the filing with which the offsetting fee was previously paid.
Identify the previous filing by registration statement number, or the Form
or Schedule and the date of its filing.
Amount Previously Paid: Not applicable
Form or Registration No.: S-4
Filing Party: QuadraMed Corporation
Date Filed: January 23, 1998
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INTRODUCTION
This Rule 13e-3 Transaction Statement on Schedule 13E-3 is being filed
by Medicus Systems Corporation, a Delaware corporation ("Medicus"), and
QuadraMed Corporation, a Delaware corporation ("QuadraMed"), concurrently with a
registration statement on Form S-4 filed with the Securities and Exchange
Commission, which includes a proxy statement/prospectus to be delivered to the
stockholders of Medicus in connection with a Special Meeting of Stockholders of
Medicus (the "Proxy Statement/Prospectus"). A copy of the Proxy
Statement/Prospectus is attached hereto as Exhibit (d)(1). The information
contained in the Proxy Statement/Prospectus, including all of the annexes
thereto, is expressly incorporated herein by reference and the responses to each
item are qualified in their entirety by reference to the information contained
in the Proxy Statement/Prospectus and the annexes thereto. Capitalized terms
used herein and not otherwise defined herein shall have the meanings ascribed to
such terms in the Proxy Statement/Prospectus.
The following cross-reference sheet is being supplied pursuant to
General Instruction F to Schedule 13E-3 and shows the location in the Proxy
Statement/Prospectus of the information required to be included in this Schedule
13E-3.
1.
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ITEM NUMBER AND CAPTION IN SCHEDULE 13E-3 AND
LOCATION IN THE PROXY STATEMENT/PROSPECTUS
1. ISSUER AND CLASS OF SECURITY
SUBJECT TO THE TRANSACTION
(a) "Summary -- Parties to the Merger" and "Certain Information
Concerning Medicus"
(b) "Summary -- The Special Meeting -- Vote Required; Record Date"
and "The Special Meeting -- Required Vote"
(c) "Summary -- Comparative Per Share Prices"
(d) "Summary -- Comparative Per Share Prices"
(e) Not Applicable
(f) "The Stock Purchase Agreements and Warrants"
2. IDENTITY AND BACKGROUND
"Summary,"
"Certain Information Concerning QuadraMed" and
"Certain Information Concerning Medicus"
3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not Applicable
(a)(2) "Special Factors -- Background of the Merger" and "The
Stock Purchase Agreements and Warrants"
(b) "Special Factors" and "The Stock Purchase Agreements and
Warrants"
4. TERMS OF THE TRANSACTION
(a) "Summary," "Special Factors," "The Merger" and "The Merger
Agreement"
(b) "Summary," "Special Factors," "The Merger" and "The Merger
Agreement"
5. PLANS OR PROPOSALS OF THE
ISSUER OR AFFILIATE
(a) - (g) "Special Factors -- Purpose and Structure of the
Merger" and "Special Factors -- Certain Effects of the
Merger; Plans for the Company After the Merger"
6. SOURCE AND AMOUNTS OF FUNDS
OR OTHER CONSIDERATION
(a) - (b) "Special Factors -- Source and Amount of Funds" and "The
Merger Agreement -- Termination; Expenses; Amendment;
Waiver"
(c) - (d) Not Applicable
2.
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7. PURPOSE(S), ALTERNATIVES,
REASONS AND EFFECTS
(a) - (c) "Special Factors -- Background of the Merger," "Special
Factors -- Purpose and Structure of the Merger," "Special
Factors -- Recommendation of the Board of Directors of
Medicus; Reasons for the Merger," "Special Factors --
Opinion of Medicus' Financial Advisor," "Special Factors --
Certain Effects of the Merger; Plans for the Company After
the Merger" and "Special Factors -- Approval of the Board of
Directors of QuadraMed; Reasons for the Merger"
(d) "Special Factors -- Purpose and Structure of the Merger,"
"Special Factors -- Certain Effects of the Merger; Plans for
the Company After the Merger," "Special Factors -- Interests
of Certain Persons in the Merger," "Special Factors --
Federal Income Tax Consequences," "Special Factors --
Accounting Treatment," "Special Factors -- Appraisal
Rights," "The Merger Agreement -- Terms of the Merger," "The
Merger Agreement -- Limitation on Shares Issuable," "The
Merger Agreement -- Election for Shares or Cash" and "The
Merger Agreement -- Surrender and Payment"
8. FAIRNESS OF THE TRANSACTION
(a) - (e) "Special Factors -- Background of the Merger," "Special
Factors -- Purpose and Structure of the Merger," "Special
Factors -- Recommendation of the Board of Directors of
Medicus; Reasons for the Merger," "Special Factors --
Opinion of Medicus' Financial Advisor" and "Special Factors
-- Approval of the Board of Directors of QuadraMed; Reasons
for the Merger"
(f) Not Applicable
9. REPORTS, OPINIONS, APPRAISALS
AND CERTAIN NEGOTIATIONS
(a) - (c) "Special Factors -- Background of the Merger," "Special
Factors -- Recommendation of the Board of Directors of
Medicus; Reasons for the Merger," and "Special Factors --
Opinion of Medicus' Financial Advisor"
10. INTEREST IN SECURITIES OF THE
ISSUER
(a) "Special Factors -- Background of the Merger," "Special
Factors -- Interests of Certain Persons in the Merger" and "
The Stock Purchase Agreements and Warrants"
(b) Not Applicable
3.
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11. CONTRACTS, ARRANGEMENTS OR
UNDERSTANDINGS WITH RESPECT
TO THE ISSUER'S SECURITIES
"Summary," "Special Factors -- Background of the Merger,"
"Special Factors -- Interests of Certain Persons in the Merger,"
"The Stock Purchase Agreements and Warrants," "The Special
Meeting -- Required Vote," "The Merger -- General," "The Merger
-- Treatment of Stock Options and Outstanding Warrants," "The
Merger Agreement -- Terms of the Merger," "The Merger Agreement
-- Limitation on Shares Issuable," "The Merger Agreement --
Conditions to Consummation of the Merger" and "The Merger
Agreement -- Covenants"
12. PRESENT INTENTION AND
RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE
TRANSACTION
(a) - (b) "Summary -- Recommendation of the Medicus Board of
Directors," "Special Factors -- Background of the Merger,"
"Special Factors -- Recommendation of the Board of Directors
of Medicus; Reasons for the Merger," "Special Factors --
Interests of Certain Persons in the Merger," "The Stock
Purchase Agreements and Warrants" and "The Special Meeting
-- Required Vote"
13. OTHER PROVISIONS OF THE
TRANSACTION
(a) "Summary -- Special Factors" and "Special Factors -- Appraisal
Rights"
(b) Not Applicable
(c) Not Applicable
14. FINANCIAL INFORMATION
(a)(1) "Incorporation of Certain Documents by Reference" and
"Available Information"
(a)(2) "Incorporation of Certain Documents by Reference" and
"Available Information"
(a)(3) Not Applicable
(a)(4) "Summary--Comparative Historical and Combined Per Share
Data"
(b)(1) "Summary--Unaudited Pro Forma Combined Selected Financial
Data for QuadraMed and Medicus" and "Unaudited Condensed
Combined Pro Forma Financial Information of QuadraMed and
Medicus"
(b)(2) "Summary--Unaudited Pro Forma Combined Selected Financial
Data for QuadraMed and Medicus" and "Unaudited Condensed
Combined Pro Forma Financial Information of QuadraMed and
Medicus"
(b)(3) "Summary--Comparative Historical and Combined Per Share
Data" and "Unaudited Condensed Combined Pro Forma
Financial Information of QuadraMed and Medicus"
15. PERSONS AND ASSETS EMPLOYED,
RETAINED OR UTILIZED
(a) "Special Factors -- Interests of Certain Persons in the Merger"
(b) "The Special Meeting -- Solicitation of Proxies"
4.
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ITEM 1. ISSUER AND CLASS OF SECURITY SUBJECT TO THE TRANSACTION
(a) The information set forth in "Summary -- Parties to the Merger"
and "Certain Information Concerning Medicus" in the Proxy Statement/Prospectus
is hereby incorporated herein by reference.
(b) The information set forth in "Summary -- The Special Meeting --
Vote Required; Record Date" and "The Special Meeting -- Required Vote" in the
Proxy Statement/Prospectus is hereby incorporated herein by reference.
(c) The information set forth in "Summary -- Comparative Per Share
Prices" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
(d) The information set forth in "Summary -- Comparative Per Share
Prices" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
(e) On October 10, 1996, QuadraMed offered for sale 2,500,000 shares of
common stock, $0.01 par value, at an offering price per share of $12.00
resulting in aggregate proceeds received by QuadraMed of $27,900,000. On October
21, 1997, QuadraMed offered for sale 3,795,000 shares of common stock, $0.01 par
value, at an offering price per share of $17.625 resulting in aggregate proceeds
received by QuadraMed of $57,919,543.
(f) The information set forth in "The Stock Purchase Agreements and
Warrants" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
ITEM 2. IDENTITY AND BACKGROUND
(a) - (d) and (g) This Statement is being filed by Medicus and
QuadraMed as an affiliate of Medicus. Medicus is the issuer of the common stock
which is the subject of the Rule 13e-3 transaction. The information set forth in
"Certain Information Concerning QuadraMed" and "Certain Information Concerning
Medicus" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
The following is certain information regarding QuadraMed, an affiliate
of Medicus:
QuadraMed's executive offices are located at 80 East Sir Francis Drake
Blvd., Suite 2A, Larkspur, California 94939 and its telephone number is (415)
461-7725.
(e) - (f) During the last five years, QuadraMed has not been convicted
in a criminal proceeding or has been party to a civil proceeding of a judicial
or administrative body of competent jurisdiction and as a result of such
proceeding was or is subject to a judgment, decree or final order enjoining
further violations of, or prohibiting activities subject to, federal or state
securities laws or finding any violations of such laws.
ITEM 3. PAST CONTACTS, TRANSACTIONS OR NEGOTIATIONS
(a)(1) Not Applicable.
(a)(2) The information set forth in "Special Factors -- Background of
the Merger" and "The Stock Purchase Agreements and Warrants" in the Proxy
Statement/Prospectus is hereby incorporated herein by reference.
5.
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(b) The information set forth in "Special Factors -- Background of the
Merger" and "The Stock Purchase Agreements and Warrants" in the Proxy
Statement/Prospectus is hereby incorporated herein by reference.
ITEM 4. TERMS OF THE TRANSACTION
(a) The information set forth in "Summary," "Special Factors," "The
Merger" and "The Merger Agreement" in the Proxy Statement/Prospectus is hereby
incorporated herein by reference.
(b) The information set forth in "Summary," "Special Factors," "The
Merger" and "The Merger Agreement" in the Proxy Statement/Prospectus is hereby
incorporated herein by reference.
ITEM 5. PLANS OR PROPOSALS OF THE ISSUER OR AFFILIATE
(a) - (g) The information set forth in "Special Factors -- Purpose and
Structure of the Merger" and "Special Factors -- Certain Effects of the Merger;
Plans for the Company After the Merger" in the Proxy Statement/Prospectus is
hereby incorporated herein by reference.
ITEM 6. SOURCE AND AMOUNTS OF FUNDS OR OTHER CONSIDERATION
(a) - (b) The information set forth in "Special Factors -- Source and
Amount of Funds" and "The Merger Agreement -- Termination; Expenses; Amendment;
Waiver" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
(c) - (d) Not Applicable.
ITEM 7. PURPOSE(S), ALTERNATIVES, REASONS AND EFFECTS
(a) - (c) The information set forth in "Special Factors -- Background
of the Merger," "Special Factors -- Purpose and Structure of the Merger,"
"Special Factors -- Recommendation of the Board of Directors of Medicus; Reasons
for the Merger," "Special Factors -- Opinion of Medicus' Financial Advisor,"
"Special Factors -- Certain Effects of the Merger; Plans for the Company After
the Merger" and "Special Factors -- Approval of the Board of Directors of
QuadraMed; Reasons for the Merger" in the Proxy Statement/Prospectus is hereby
incorporated herein by reference.
(d) The information set forth in "Special Factors -- Purpose and
Structure of the Merger," "Special Factors -- Certain Effects of the Merger;
Plans for the Company After the Merger," "Special Factors -- Interests of
Certain Persons in the Merger," "Special Factors -- Federal Income Tax
Consequences," "Special Factors -- Accounting Treatment," "Special Factors --
Appraisal Rights," "The Merger Agreement -- Terms of the Merger," "The Merger
Agreement -- Limitation on Shares Issuable," "The Merger Agreement -- Election
for Shares or Cash" and "The Merger Agreement -- Surrender and Payment" in the
Proxy Statement/Prospectus is hereby incorporated herein by reference.
ITEM 8. FAIRNESS OF THE TRANSACTION
6.
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(a) - (e) The information set forth in "Special Factors -- Background
of the Merger," "Special Factors -- Purpose and Structure of the Merger,"
"Special Factors -- Recommendation of the Board of Directors of Medicus; Reasons
for the Merger," "Special Factors -- Opinion of Medicus' Financial Advisor" and
"Special Factors -- Approval of the Board of Directors of QuadraMed; Reasons for
the Merger" in the Proxy Statement/Prospectus is hereby incorporated by
reference.
(f) Not Applicable.
ITEM 9. REPORTS, OPINIONS, APPRAISALS AND CERTAIN NEGOTIATIONS
(a) - (c) The information set forth in "Special Factors -- Background
of the Merger," "Special Factors -- Recommendation of the Board of Directors of
Medicus; Reasons for the Merger," and "Special Factors -- Opinion of Medicus'
Financial Advisor" in the Proxy Statement/Prospectus is hereby incorporated
herein by reference.
A copy of the opinion prepared for the Medicus Board of Directors by
Volpe Brown Whelan & Company, LLC is attached as Annex B to the Proxy
Statement/Prospectus.
ITEM 10. INTEREST IN SECURITIES OF THE ISSUER
(a) The information set forth in "Special Factors -- Background of the
Merger," "Special Factors -- Interests of Certain Persons in the Merger" and "
The Stock Purchase Agreements and Warrants" in the Proxy Statement/Prospectus is
hereby incorporated herein by reference.
(b) Not Applicable.
ITEM 11. CONTRACTS, ARRANGEMENTS OR UNDERSTANDINGS WITH
RESPECT TO THE ISSUER'S SECURITIES
The information set forth in "Summary," "Special Factors -- Background
of the Merger," "Special Factors -- Interests of Certain Persons in the Merger,"
"The Stock Purchase Agreements and Warrants," "The Special Meeting -- Required
Vote," "The Merger -- General," "The Merger -- Treatment of Stock Options and
Outstanding Warrants," "The Merger Agreement -- Terms of the Merger," "The
Merger Agreement --Limitation on Shares Issuable," The Merger Agreement --
Conditions to Consummation of the Merger" and "The Merger Agreement --
Covenants" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
ITEM 12. PRESENT INTENTION AND RECOMMENDATION OF CERTAIN
PERSONS WITH REGARD TO THE TRANSACTION
(a) - (b) The information set forth in "Summary -- Recommendation of
the Medicus Board of Directors," "Special Factors -- Background of the Merger,"
"Special Factors -- Recommendation of the Board of Directors of Medicus; Reasons
for the Merger," "Special Factors -- Interests of Certain Persons in the
Merger," "The Stock Purchase Agreements and Warrants" and "The Special Meeting
- - -- Required Vote" in the Proxy Statement/Prospectus is hereby incorporated
herein by reference.
ITEM 13. OTHER PROVISIONS OF THE TRANSACTION
7.
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(a) The information set forth in "Summary -- Special Factors" and
"Special Factors -- Appraisal Rights" in the Proxy Statement/Prospectus is
hereby incorporated by reference.
(b) Not Applicable.
(c) Not Applicable.
ITEM 14. FINANCIAL INFORMATION
(a)(1) The information set forth in "Incorporation of Certain Documents
by Reference" and "Available Information" is hereby incorporated herein by
reference.
(a)(2) The information set forth in "Incorporation of Certain Documents
by Reference" and "Available Information" is hereby incorporated by reference.
(a)(3) Not Applicable
(a)(4) The information set forth in "Summary--Comparative Historical
and Combined Per Share Data" is hereby incorporated by reference.
(b)(1) The information set forth in "Summary--Unaudited Pro Forma
Combined Selected Financial Data for QuadraMed and Medicus" and "Unaudited
Condensed Combined Pro Forma Financial Information of QuadraMed and Medicus" is
hereby incorporated by reference.
(b)(2) The information set forth in "Summary--Unaudited Pro Forma
Combined Selected Financial Data for QuadraMed and Medicus" and "Unaudited
Condensed Combined Pro Forma Financial Information of QuadraMed and Medicus" is
hereby incorporated by reference.
(b)(3) The information set forth in "Summary--Comparative Historical
and Combined Per Share Data" and "Unaudited Condensed Combined Pro Forma
Financial Information of QuadraMed and Medicus" is hereby incorporated herein by
reference.
ITEM 15. PERSONS AND ASSETS EMPLOYED, RETAINED OR UTILIZED
(a) The information set forth in "Special Factors -- Interests of
Certain Persons in the Merger" in the Proxy Statement/Prospectus is hereby
incorporated herein by reference.
(b) The information set forth in "The Special Meeting -- Solicitation
of Proxies" in the Proxy Statement/Prospectus is hereby incorporated herein by
reference.
ITEM 16. ADDITIONAL INFORMATION
The information set forth in the Proxy Statement/Prospectus and the
Annexes thereto is incorporated herein by reference.
ITEM 17. MATERIAL TO BE FILED AS EXHIBITS
(a) Not Applicable.
(b)(1) Opinion of Volpe Brown Whelan & Company, LLC financial advisor
to the Board of Directors of Medicus Systems Corporation included as Annex B to
the Proxy Statement/Prospectus is hereby incorporated by reference.*
8.
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(b)(2) Discussion materials prepared by Jefferies & Co. for the Board
of Directors of QuadraMed Corporation.*
(c)(1) Agreement and Plan of Reorganization, dated as of November 9,
1997, and amended as of February 26, 1998 and March 24, 1998, between QuadraMed
Corporation and Medicus Systems Corporation included as Annex A to the Proxy
Statement/Prospectus is hereby incorporated by reference.
(c)(2) Form of Stock Purchase Agreement between QuadraMed Corporation
and certain stockholders of Medicus Systems Corporation, as executed by the
parties on November 9, 1997 included as Exhibit 10.40 to Amendment No. 1 to
QuadraMed's Form 10-Q for the quarterly period ended September 30, 1997, as
filed December 8, 1997 is hereby incorporated by reference.
(c)(3) Form of Stock Purchase Warrant between QuadraMed Corporation and
certain stockholders of Medicus Systems Corporation, dated November 9, 1997,
included as Exhibit 10.41 to Amendment No. 1 to QuadraMed's Form 10-Q for the
quarterly period ended September 30, 1997, as filed December 8, 1997 and
included as Appendix A to the Stock Purchase Agreement referenced in
Item 17(c)(2) is hereby incorporated by reference.
(c)(4) Form of Irrevocable Proxy, dated November 9, 1997, included as
Appendix B to Stock Purchase Agreement referenced in Item 17(c)(2) hereof is
hereby incorporated by reference.
(d) The Proxy Statement/Prospectus relating to the proposed Merger is
hereby incorporated by reference.
(e) The information set forth in "The Merger -- Appraisal Rights" and
Section 262 from the Delaware General Corporation Law regarding appraisal rights
included as Annex C to the Proxy Statement/Prospectus is hereby incorporated by
reference.
(f) Not Applicable.
* Filed with original Schedule 13E-3 on January 23, 1998.
9.
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SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
April 2, 1998
-------------------------------
/s/ Keith M. Roberts
-------------------------------
(Signature)
Keith M. Roberts
-------------------------------
(Name)
QuadraMed Corporation
March 5, 1998
-------------------------------
(Date)
/s/ Bernie Murphy
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(Signature)
Bernie Murphy
-------------------------------
(Name)
Medicus Systems Corporation
10.
