<PAGE> 1
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
Date of Report (Date of earliest event reported) APRIL 13, 1998
_______________
QUADRAMED CORPORATION
_______________________________________________________________________
(Exact name of registrant as specified in charter)
<TABLE>
<S> <C> <C>
DELAWARE 0-21031 52-1992861
- --------------------------------------------------------------------------------------------------
(State or other jurisdiction (Commission File Number) (IRS Employer
of incorporation) Identification No.)
</TABLE>
80 E. SIR FRANCIS DRAKE BLVD, SUITE 2A, LARKSPUR, CA 94939
_______________________________________________________________________
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (415) 461-7725
______________________________________________
NONE
_______________________________________________
(Former name or former address, if changed since last report.)
<PAGE> 2
ITEM 5. OTHER EVENTS.
On April 13, 1998, the registrant announced in a press release that it
has proposed to make a Rule 144A offering of $100 million principal amount of
Convertible Subordinated Debentures due 2005. A copy of the press release
issued in connection with this announcement is incorporated herein by reference
and is attached hereto as Exhibit 99.1.
On April 28, the registrant announced in a press release the completion
of a Rule 144A offering of $100 million principal amount of 5.25% Convertible
Subordinated Debentures due 2005. Delivery of the debentures and payment of
proceeds for the sale thereof will occur on May 1, 1998. A copy of the press
release issued in connection with this announcement is incorporated herein by
reference and is attached hereto as Exhibit 99.2.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. EXHIBIT
99.1 Press Release dated April 13, 1998.
99.2 Press Release dated April 28, 1998.
SIGNATURE
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.
QUADRAMED CORPORATION
DATE: April 29, 1998 By: /s/ KEITH M. ROBERTS
------------------------------------
Name: Keith M. Roberts
Title: Executive Vice President
and General Counsel
2.
<PAGE> 3
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99.1 Press Release dated April 13, 1998.
99.2 Press Release dated April 28, 1998.
3.
<PAGE> 1
Exhibit 99.1
QuadraMed Corporation Announces Proposed Rule 144A Offering of $100 Million
of Convertible Subordinated Debentures due 2005
LARKSPUR, Calif.--(BUSINESS WIRE)--April 13, 1998--QuadraMed Corporation
(Nasdaq:QMDC) today announced that it has proposed to make a Rule 144A offering
of $100 million of Convertible Subordinated Debentures due 2005.
The Company expects to use the proceeds from the offering for general corporate
purposes, including working capital and acquisitions of products, technologies
and businesses.
The Convertible Subordinated Debentures will not be registered under the
Securities Act of 1933 and may not be offered or sold in the United States
absent registration or an applicable exemption from registration requirements.
The offering is being managed by Salomon Smith Barney, Bear, Stearns & Co. Inc.
and BT Alex Brown.
QuadraMed develops, markets and sells software products and services designed
to enable healthcare providers and payers to increase operational efficiency,
improve cash flow, measure the cost and quality of care, and effectively
administer managed care contracts. QuadraMed also provides consulting, business
office outsourcing and cash flow management services. QuadraMed and its
subsidiaries have more than 2,800 healthcare customers and have received
endorsements from 14 state and regional hospital associations.
CONTACT: QuadraMed Corporation
James D. Durham, John V. Cracchiolo
415/461-7725
or
INVESTOR RELATIONS: Cheryl Schneider, Stacey Levitz
Michael McMullan (media)
Morgen-Walke Associates, Inc.
212/850-5600
<PAGE> 1
EXHIBIT 99.2
QuadraMed Completes Rule 144A Offering of $100 Million of 5.25%
Convertible Subordinated Debentures Due 2005; SEC Declares
Registration Statements for Medicus Acquisition Effective
LARKSPUR, Calif.--(BUSINESS WIRE)--April 28, 1998--QuadraMed Corporation
(Nasdaq: QMDC) today announced that it has completed its Rule 144A offering of
$100 million principal amount of 5.25% Convertible Subordinated Debentures due
2005 (the "Debentures"). In addition, the Company has granted the underwriters
a 30-day over allotment option to purchase up to an additional $15 million
principal amount of the Debentures.
The Company expects to use the proceeds from the offering for general corporate
purposes, including working capital and acquisitions of products, technologies
and businesses.
The Convertible Subordinated Debentures are not registered under the Securities
Act of 1933 and may not be offered or sold in the United States absent
registration or an applicable exemption from registration requirements.
The offering is being managed by Salomon Smith Barney, Bear Stearns & Co. Inc.
and BT Alex. Brown Inc.
The Company also announced today that its registration statements filed in
connection with the acquisition of Medicus Systems Corporation were declared
effective by the Securities and Exchange Commission. The QuadraMed/Medicus
merger is scheduled to close on May 27, 1998.
QuadraMed develops, markets and sells software products and complementary
services designed to enable healthcare providers and payers to increase
operational efficiency, improve cash flow, measure the cost and quality of
care, and effectively administer managed care contracts. QuadraMed also
provides business office outsourcing and cash flow management services.
QuadraMed and its subsidiaries have more than 2,800 healthcare customers and
have received endorsements from 14 state and regional hospital associations
and/or their affiliates.
Except for the historical financial information contained herein, the matters
discussed in this news release may be considered "forward-looking" statements
within the meaning of Section 27A of the Securities Act of 1933, as amended,
and Section 21E of the Securities Exchange Act of 1934, as amended. Such
statements include declarations regarding the intent, belief or current
expectations of the Company and its management. Prospective investors are
cautioned that any such forward-looking statements are not guarantees of future
performance and involve a number of risks and uncertainties; actual results
could differ materially from those indicated by such forward-looking
statements. Among the important factors that could cause actual results to
differ materially from those indicated by such forward-looking statements are:
(i) variability in quarterly operating results, (ii) identification,
consummation and assimilation of acquisitions, (iii) dependence on large orders
and customer
<PAGE> 2
concentration, (iv) dependence on hospitals and demand for the Company products
and services in the healthcare information systems and services markets, (v)
legislative or market-driven reforms in the healthcare industry, (vi) the
Company's ability to develop and introduce new products, (vii) management of the
Company's changing operations, (viii) dependence on key personnel, (ix)
development by competitors of new or superior products or entry into the market
of new competitors, (x) risks related to product defects, (xi) risks associated
with pending litigation, (xii) dependence on intellectual property rights,
(xiii) volatility in the Company's stock price and historically low trading
volume, (xiv) the success or failure of strategic alliances, (xv) risk of
interruption in data processing, (xvi) risks associated with certain investments
in early stage companies, and (xvii) other risks identified from time to time in
the Company's reports and registration statements filed with the Securities and
Exchange Commission, including the Annual Report on Form 10-K/A filed on April
20, 1998 and the registration statement on form S-4 filed with the Securities
and Exchange Commission in January 1998.
CONTACT: James D. Durham
Chairman, President and CEO
John V. Cracchiolo
Executive Vice President, CFO
(415) 461-7725
or
Cheryl Schneider, Stacey Levitz
Michael McMullan (media)
Morgen-Walke Associates, Inc.
(212) 850-5600
