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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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 27, 1998
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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)
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
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NONE
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(Former name or former address, if changed since last report.)
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ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On May 28, 1998, QuadraMed Corporation ("QuadraMed") announced in a press
release that the acquisition of Medicus Systems Corp. ("Medicus") was completed
on May 27, 1998.
As a result of the acquisition, Medicus is now a wholly owned subsidiary of
QuadraMed and will no longer be a publicly traded company.
In November 1997, QuadraMed acquired 56.7 percent of the outstanding shares of
Medicus Common Stock from certain former Medicus stockholders for an aggregate
of $21.7 million in cash, a note payable for approximately $1.6 million (which
was repaid in January 1998), plus warrants to purchase an aggregate of
approximately 972,000 shares of QuadraMed Common Stock at $24 per share.
Simultaneously, QuadraMed and Medicus entered into a separate agreement
pursuant to which QuadraMed agreed to purchase the remaining 43.3 percent of
Medicus Common Stock.
Pursuant to the merger agreement QuadraMed issued approximately 1,200,000
shares of QuadraMed Common Stock and $920,000 in cash to former Medicus
stockholders and warrant-holders. In addition, in connection with the exercise
of certain of the warrants issued to former Medicus stockholders in November
1997, QuadraMed received approximately $10.6 million in cash.
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ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS.
EXHIBIT NO. EXHIBIT
99.1 Press Release dated May 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: May 29, 1998 By: /s/ KEITH M. ROBERTS
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Name: Keith M. Roberts
Title: Executive Vice President
and General Counsel
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EXHIBIT INDEX
EXHIBIT NO. EXHIBIT
99.1 Press Release dated May 28, 1998.
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Exhibit 99.1
QuadraMed Corp. Announces Completion of Acquisition of Medicus Systems Corp.
LARKSPUR, Calif. -- (BW Health Wire) -- May 28, 1998 -- QuadraMed Corp.
(NASDAQ:QMDC) today announced that the acquisition of Medicus Systems Corp.
(NASDAQ:MECS) was completed on May 27, 1998.
As a result of the acquisition, Medicus is now a wholly owned subsidiary of
QuadraMed and will no longer be a publicly traded company.
In November 1997, QuadraMed acquired 56.7 percent of the outstanding shares of
Medicus Common Stock from certain former Medicus stockholders for an aggregate
of $21.7 million in cash, a note payable for approximately $1.6 million (which
was repaid in January 1998), plus warrants to purchase an aggregate of
approximately 972,000 shares of QuadraMed Common Stock at $24 per share.
Simultaneously, QuadraMed and Medicus entered into a separate agreement
pursuant to which QuadraMed agreed to purchase the remaining 43.3 percent of
Medicus Common Stock.
Pursuant to the merger agreement QuadraMed issued approximately 1,200,000
shares of QuadraMed Common Stock and $920,000 in cash to former Medicus
stockholders and warrant-holders. In addition, in connection with the exercise
of certain of the warrants issued to former Medicus stockholders in November
1997, QuadraMed received approximately $10.6 million in cash.
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 outsourcing, consulting and cash flow management services.
QuadraMed and its subsidiaries have more than 2,800 heathcare customers and
have received endorsements from 14 state and regional hospital associations.
CONTACT: QuadraMed Corp., Larkspur
James D. Durham or John V. Cracchiolo, 415/461-7725
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