QUADRAMED CORP
8-K/A, 1998-06-17
COMPUTER PROGRAMMING SERVICES
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                                 UNITED STATES
                       SECURITIES AND EXCHANGE COMMISSION
                             Washington, D.C. 20549
   

                                    FORM 8-K/A

                                AMENDMENT NO. 1

                                       TO

    
                                 CURRENT REPORT

                     Pursuant to Section 13 or 15(d) of the

                        Securities Exchange Act of 1934

Date of Report (Date of earliest event reported)  June 1, 1998

                             QUADRAMED CORPORATION
- - --------------------------------------------------------------------------------
               (Exact name of registrant as specified in charter)

        DELAWARE                         0-21031               52-1992861
- - --------------------------------------------------------------------------------
(State or other jurisdiction           (Commission            (IRS Employer
     of incorporation)                 File Number)        Identification No.)

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
          The undersigned hereby amends and restates item 5 of the Form 8-K as
follows:

ITEM 5.   OTHER EVENTS

          On June 2, 1998, QuadraMed Corporation ("QuadraMed") announced in a
press release the signing of an Acquisition Agreement and Plan of Merger dated
June 1, 1998 (the "Acquisition Agreement") to acquire all of the outstanding
capital stock of Pyramid Health Group, Inc. ("Pyramid"), a privately-held
operator of health information management departments, for consideration
consisting of 2,740,000 shares of QuadraMed Common Stock. In connection with the
issuance of QuadraMed Common Stock in the Pyramid acquisition, the Pyramid
stockholders have been granted registration rights pursuant to a Registration
Rights Agreement dated June 5, 1998 (the "Registration Rights Agreement"). On
June 8, 1998, QuadraMed announced in a press release the completion of the
Pyramid acquisition on June 5, 1998. The two press releases, the Acquisition
Agreement and the Registration Rights Agreement are attached as exhibits hereto.

          Concurrent with the closing of the Pyramid acquisition, the Company
entered into a Mergers and Acquisitions Advisory Fee Agreement ("Advisory Fee
Agreement") with Mehta & Company, Inc. ("Mehta & Co."). Nitin T. Mehta, a former
executive officer and majority stockholder of Pyramid and a current executive
officer and stockholder of the Company, is the chief executive officer and a
stockholder of Mehta & Co. Under the terms of the Advisory Fee Agreement, Mehta
& Co. will act as the Company's non-exclusive financial advisor with respect to
the acquisition of potential target corporations or entities that can be
incorporated into the Company's Medical Records Division, or such other
acquisitions for which the Company may request Mehta & Co.'s services. As
compensation for services provided under the Advisory Fee Agreement, Mehta & Co.
will receive a success fee in an amount equal to five percent of the Transaction
Value (as defined in the Advisory Fee Agreement) with respect to any target
corporation or entity which becomes a part of the Company's Medical Records
Division or, in the sole and absolute discretion of Quadramed, five percent of
the Transaction Value in connection with any other acquisition by the Company.
Success fees payable under the Advisory Fee Agreement may not exceed $8,750,000.
The Advisory Fee Agreement is attached hereto as Exhibit 10.2.

          In the press release dated June 2, 1998, which is attached hereto as
Exhibit 99.1, QuadraMed also announced the acquisition on June 1, 1998 of
MetriCor Inc., a privately held compliance and consulting company, for
consideration consisting of 84,025 shares of QuadraMed Common Stock.

ITEM 7.   FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
          EXHIBITS. 

          (c)  Exhibits

          4.1  Registration Rights Agreement, dated as of June 5, 1998, by and
               among QuadraMed Corporation and the stockholders of Pyramid
               Health Group, Inc. named therein.(1)

          10.1 Acquisition Agreement and Plan of Merger by and among QuadraMed
               Corporation and Pyramid Health Acquisition Corporation, and
               Pyramid Health Group, Inc. and its Stockholders dated June 1,
               1998.(1)

          10.2 Mergers and Acquisitions Advisory Fee Agreement dated June 5,
               1998 between the Company and Mehta & Company, Inc.          

          99.1 Press Release dated June 2, 1998.(1)

          99.2 Press Release dated June 8, 1998.(1)

(1)  Previously filed.
<PAGE>   3
                                   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 hereunto duly authorized.


Dated: June 17, 1998                    By:        /s/ KEITH M. ROBERTS
                                            -----------------------------------
                                            Name:  Keith M. Roberts
                                            Title: Executive Vice President and
                                                   General Counsel

<PAGE>   1
   
                                                                    EXHIBIT 10.2


                             QUADRAMED CORPORATION
                 80 EAST SIR FRANCIS DRAKE BOULEVARD, SUITE 2A
                           LARKSPUR, CALIFORNIA 94939
                                 (415) 461-7725


                                  June 5, 1998

Nitin T. Mehta
Mehta & Company, Inc.
58 Greenoaks Drive
Atherton, California 94027

       RE:    MERGERS AND ACQUISITIONS ADVISORY FEE AGREEMENT

Dear Nitin:

       This letter confirms our understanding (the "Agreement") that QuadraMed
Corporation (the "Company") has engaged Mehta & Company, Inc. ("Mehta & Co.") to
act as the Company's non-exclusive financial advisor with respect to the
acquisition of potential target corporations or entities ("Target(s)") via a
sale, merger, consolidation or other business combination or alliance in one or
a series a transactions (each, a "Transaction"). Mehta & Co. will undertake
certain services on our behalf in connection with Transactions in our Medical
Records Division, and otherwise to the extent requested by QuadraMed: (i)
identifying and contacting selected qualified Targets; (ii) assisting in
assessment of the operations, historical performance and future prospects of
such Targets, and facilitating due diligence investigation; and (iii) assisting
in negotiating the financial aspects of any proposed Transaction.

       As compensation for services to be provided by Mehta & Co. hereunder,
QuadraMed agrees to pay Mehta & Co. a success fee in an amount equal to five
percent (5%) of the Transaction Value with respect to any Target which becomes a
part of the Company's Medical Records Division or, in the sole and absolute
discretion of QuadraMed, five percent (5%) of the Transaction Value in
connection with any other Transaction by QuadraMed. Any such success fee shall
be payable in cash upon consummation of a Transaction.

       For purposes of this Agreement, "Transaction Value" means the aggregate
consideration received by the Target and/or its equity holders in any
Transaction, plus, in the case of an asset acquisition, the amount of any debt
securities or other liabilities assumed. If consideration or other value
received in any Transaction is paid in whole or in part in the form of
securities or other property or assets, the value of such securities or other
properties or assets, for purposes of calculating the success fee, shall be the
fair market value thereof, as recorded for financial accounting purposes in
connection with the Transaction; provided, however, that if such securities
consist of securities with an existing public trading market, the value thereof
shall be determined by the last sales price for such securities on the last
trading day prior to such consummation. If all or some portion of the
consideration is contingent upon future earnings or 
    

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operations of the Target, the portion of that future compensation relating
thereto shall be calculated and shall be paid at the time the Transaction is
consummated based upon the estimated net value thereof.

        In order to coordinate our efforts with respect to potential
Transactions, during the period of Mehta & Co.'s engagement hereunder, Mehta &
Co. will not initiate discussions regarding a Transaction without prior notice
to and consent of QuadraMed. If Mehta & Co. receives an inquiry regarding a
Transaction, it will promptly advise QuadraMed of such inquiry in order that 
QuadraMed may evaluate the person making such inquiry and take the lead in any
resulting negotiations.

        In no event shall the aggregate amount of all success fees payable to
Mehta & Co. hereunder exceed $8,750,000.


                                  Very truly yours,

                                  QUADRAMED CORPORATION

                                  By: /s/ John Cracchiolo
                                      ----------------------------------------
                                  Name: John Cracchiolo
                                        --------------------------------------
                                  Title: President and Chief Operating Officer
                                         -------------------------------------

        Accepted as of the date first written above.

                                  MEHTA & COMPANY, INC.

                                  By: /s/ Nitin T. Mehta
                                      ----------------------------------------
                                      Nitin T. Mehta, Chief Executive Officer
    


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