<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) May 4, 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
ITEM 5. OTHER EVENTS
On May 4, 1998, QuadraMed Corporation, a Delaware corporation,
announced in a press release that the over-allotment option for its Rule 144A
offering of 5.25% Convertible Subordinated Debentures due 2005 had been
exercised. 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.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
<PAGE> 3
(c) Exhibits
99.1 Press Release dated May 4, 1998.
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: May 8, 1998 By: /s/ KEITH M. ROBERTS
----------------------------
Name: Keith M. Roberts
Title: Executive Vice President,
General Counsel, and
Assistant Secretary
<PAGE> 4
INDEX OF EXHIBITS
99.1 Press Release dated May 4, 1998.
<PAGE> 1
QUADRAMED CORPORATION ANNOUNCES EXERCISE OF
OVER-ALLOTMENT OPTION FOR ITS 5.25% CONVERTIBLE SUBORDINATED
DEBENTURES DUE 2005
LARKSPUR, Calif.--(BUSINESS WIRE)--May 4, 1998--QuadraMed Corporation
(Nasdaq:QMDC - news) today announced that the over-allotment option for its
offering of 5.25% Convertible Subordinated Debentures due 2005 has been
exercised, raising the aggregate principal amount of the offering to $115
million. The net proceeds of the offering were received by the Company on
May 1, 1998. 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 Company has made the offering pursuant to Rule 144A under the Securities
Act of 1933, as amended. The Debentures offered have not been registered under
the Securities Act and may not be offered or sold in the United States absent
registration or an applicable exemption from the registration requirements.
QuadraMed develops, markets and sells software products and complementary
services designed to enable healthcare providers and payors 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 also provides business office outsourcing and cash flow management
services. QuadraMed and its subsidiaries have more than 2,800 heathcare
customers and have received endorsements from 14 states 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 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
<PAGE> 2
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:
QUADRAMED CORPORATION
James D. Durham
Chairman, President, and CEO
John V. Cracchiolo
Executive Vice President, CFO
(415) 461-7725
http://www.quadramed.com
or
Cheryl Scneider, Stacey Levitz
Michael McMullan (media)
Morgen-Walke Associates, Inc.
(212) 850-5600
