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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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) September 29, 1997
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 jurisdiction (Commission (IRS Employer
of incorporation) File Number) Identification No.)
80 E. SIR FRANCIS DRAKE BLVD., SUITE 2A, LARKSPUR, CA 94939
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code (415) 461-7725
NONE
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(Former name or former address, if changed since last report.)
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FORM 8-K/A
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AMENDMENT NO. 1
The undersigned Registrant hereby amends Item 7(b) of the Form 8-K to
provide supplemental disclosure to include details of the purchase price
allocation.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired
1. Balance Sheets as of December 31, 1994, 1995 and 1996,
the related Statements of Operations and Cash Flows
for the years ended December 31, 1996, 1995 and 1994
and Stockholders' Equity for the year ended December
31, 1993, 1994, 1995 and 1996.
Such Financial Statements are incorporated by
reference from pages F-28 through F-37 of the
Company's Registration Statement on Form S-3 (No.
333-36189) as filed with the Securities and Exchange
Commission (the "Commission") on September 23, 1997
and amended by Amendment No. 1 thereto filed with the
Commission on October 1, 1997 (together, the
"Registration Statement"). The Registration Statement
was previously filed as Exhibit 99.1 hereto on
October 14, 1997.
(b) Pro Forma Financial Information
1. QuadraMed Corporation, Healthcare Revenue Management,
Inc. and The Synergy Companies Pro Forma Condensed
Combined Balance Sheets as of June 30, 1997, and
QuadraMed Corporation and Healthcare Revenue
Management, Inc. Pro Forma Condensed Combined
Statements of Operations for the year ended December
31, 1996 and the six months ended June 30, 1997, and
The Synergy Companies Pro Forma Condensed Combined
Statements of Operations for the year ended December
31, 1996 and the three months ended March 31, 1997.
Such Pro Forma Financial Information are incorporated
by reference from pages F-38 through F-41 of the
Company's Registration Statement. The Registration
Statement was previously filed as Exhibit 99.1 hereto
on October 14, 1997.
Note (c) of Note 1 to the pro forma financial
statements is supplemented as follows:
Reflects the recording of goodwill acquired from the
acquisition of Healthcare Revenue Management, Inc.
for $3,137,000. The purchase price is allocated as
follows:
Current assets $ 1,227
Equipment 195
Liabilities assumed (2,059)
Customer list 3,137
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2,500
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(c) Exhibits
* 2.8 Acquisition Agreement and Plan of Merger, dated as of
September 24, 1997, by and among QuadraMed
Corporation, HRM Acquisition Corporation, Healthcare
Revenue Management, Inc. and its Stockholders (the
"Acquisition Agreement and Plan of Merger").
* 2.9 First Amendment to Acquisition Agreement and Plan of
Merger, dated as of September 29, 1997.
*99.1 QuadraMed Corporation's Registration Statement on
Form S-3 (No. 333-36189) as filed with the Securities
and Exchange Commission (the "Commission") on
September 23, 1997 and amended by Amendment No. 1
thereto filed with the Commission on October 1, 1997.
* Previously filed
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: March 10, 1998 By: /s/ KEITH M. ROBERTS
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Name: Keith M. Roberts
Title: Executive Vice President and
General Counsel
