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UNITED STATES
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) August 31, 1998
QUADRAMED CORPORATION
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(Exact name of registrant as specified in charter)
Delaware 0-21031 52-1992861
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(State or other (Commission File (IRS Employer
jurisdiction of Number) Identification No.)
incorporation)
1003 WEST CUTTING BOULEVARD, 2ND FLOOR, RICHMOND, CA 94804
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (510) 620-2340
NONE
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(Former name or former address, if changed since last report.)
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ITEM 5. OTHER EVENTS
On September 2, 1998, QuadraMed Corporation ("QuadraMed") announced in a press
release that, on August 31, 1998, it had acquired Codemaster Corporation, a
privately-held competitor in health information management. QuadraMed issued
482,419 shares of its Common Stock in the transaction, which will be treated as
a pooling of interests for accounting purposes. 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.
EXHIBIT NO. EXHIBIT
99.1 Press Release dated September 2, 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: September 11, 1998 By: /s/ Keith M. Roberts
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Name: Keith M. Roberts
Title: Executive Vice President,
Chief Financial Officer,
General Counsel and
Assistant Secretary
EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99.1 Press Release dated September 2, 1998.
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EXHIBIT 99.1
QuadraMed Corporation Acquires CodeMaster Corporation
New Customer Base Approaches 4,000, Dominance
Established in Health Information Management
RICHMOND, Calif.--(BW HealthWire)--Sept. 2, 1998--QuadraMed Corporation
(NASDAQ:QMDC - news), a leading healthcare information technology company,
announced today that it has acquired privately-held CodeMaster Corporation, a
competitor in health information management (HIM).
The acquisition further solidifies QuadraMed's dominant position in HIM and
coding. QuadraMed will issue approximately 480,000 shares of its common stock in
the transaction, which will be treated as a pooling of interests for accounting
purposes.
CodeMaster has been a provider of software products for healthcare information
management professionals for more than 15 years, and has a customer base of more
than 700 hospitals, clinics, physician offices and integrated delivery systems
throughout North America.
Its product suite, InfoMaster, will be integrated into QuadraMed's WinCODER(TM)
Coding and Abstracting product, which is designed to enable healthcare providers
to collect, classify, analyze and report on clinical information and outcomes.
James D. Durham, QuadraMed's chairman and chief executive officer, said,
"CodeMaster is a well-respected competitor in the health information management
arena. By combining the two companies, we will have a broader market share and
will be in a position to more efficiently bring value to our customers while
generating an improved gross profit margin.
"We embrace the integration of CodeMaster and welcome their group of
professionals to QuadraMed's thriving organization. As we have said in the past,
our strategy for acquiring strong industry players, coupled with a 30% internal
growth model will allow us to continue building shareholder value."
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 compliance, business
office and health information management department outsourcing, consulting and
cash flow management services.
QuadraMed and its subsidiaries have more than 3,200 healthcare customers and
have received endorsements from 15 state and regional hospital associations
and/or their affiliates. QuadraMed products and services are currently used by
nearly 50% of hospitals nationwide.
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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 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, the registration statement
on form S-4 filed with the Securities and Exchange Commission in January 1998
and the Quarterly Report on Form 10-Q for the period ended June 30, 1998.
- --------------- Contact:
QuadraMed Corporation
James D. Durham/John V. Cracchiolo, 510/620-2340
Stacey Levitz, 510/620-2340 (Investors)
www.quadramed.com
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