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U.S. SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 12b-25
COMMISSION FILE NUMBER
0-27614
NOTIFICATION OF LATE FILING
[ ] Form 10-K and Form 10-KSB [ ] Form 20-F [ ] Form 11-K
[X] Form 10-Q and Form 10-QSB [ ] Form N-SAR
For Period Ended: February 28, 1998
[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR For
the Transition Period Ended:
Read Attached Instruction Sheet Before Preparing Form. Please
Print or Type.
Nothing in this form shall be construed to imply that the Commission
has verified any information contained herein.
If the notification relates to a portion of the filing checked above,
identify the Item(s) to which the notification relates:
PART I - REGISTRANT INFORMATION
Full Name of Registrant: MEDICUS SYSTEMS CORPORATION
Former Name if Applicable:
Address of Principal Executive Office:
One Rotary Center
Suite 1111
Evanston, IL 60201
PART II - RULES 12B-25(B) AND (C)
If the subject report could not be filed without unreasonable effort
or expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
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[X] (a) The reasons described in reasonable detail in Part III of this
form could not be eliminated without unreasonable effort or expense;
[X] (b) The subject annual report, semi-annual report, transition report
on Form 10-K, Form 20-F, 11-K or Form N-SAR, or portion thereof will be
filed on or before the fifteenth calendar day following the prescribed due
date; or the subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth calendar day
following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by Rule
12b-25(c) has been attached if applicable.
PART III - NARRATIVE
State below in reasonable detail the reasons why Form 10-K and Form
10-KSB, 20-F, 11-K, 10-Q and Form 10-QSB, N-SAR or the transition report or
portion thereof could not be filed within the prescribed time period. (Attach
extra sheets if needed)
Due to the pending completion and effectiveness of the Form S-4
Registration Statement filed by the Company and QuadraMed Corporation
("QuadraMed"), including responding to comments from the Commission, and due to
the assumption of day-to-day control of the Company's operations by QuadraMed,
the Company was unable to finalize its Quarterly Report on Form 10-Q by
April 15, 1998, the required filing date. QuadraMed has consolidated the
Company's operations into its own and as a result, it has taken additional time
for the Company to prepare the presentation required for the Company's 10-Q.
The Company intends to file its Quarterly Report on Form 10-Q as soon as
practicable after completion of such financing, and in any event no later than
April 21, 1998.
PART IV - OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification:
Bernie Murphy, Chief Financial Officer (415) 461-7725
(2) Have all other periodic reports required under Section 13 or
15(d) of the Securities Exchange Act of 1934 or Section 30 of the Investment
Company Act of 1940 during the preceding 12 months or for such shorter period
that the registrant was required to file such report(s) been filed? If the
answer is no, identify report(s).
[X] Yes [ ] No
(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year will be
reflected by the earnings statements to be included in the subject report or
portion thereof?
[X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons why a
reasonable estimate of the results cannot be made.
QuadraMed has consolidated the Company's operations into its own and
has combined certain redundant operations of the Company and eliminated certain
corporate operations previously conducted at the Company, including certain
human resource and finance functions. As a result, the Company's results of
operations may differ significantly from results of operations for the
corresponding period for the last fiscal year. At this time, the change cannot
be quantified or estimated.
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SIGNATURE
MEDICUS SYSTEMS CORPORATION
(Name of Registrant as specified in charter)
has caused this notification to be signed on its behalf by the undersigned
thereunto duly authorized.
Date: April 15, 1998 By: /s/ BERNIE MURPHY
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Bernie Murphy
Chief Financial Officer
