QUADRAMED CORP
8-K, 2000-03-31
COMPUTER PROGRAMMING SERVICES
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<PAGE>   1
                                 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):
                                 March 27, 2000

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



          DELAWARE                      0-21031                52-1992861
- ----------------------------     -------------------    ----------------------
(State or Other Jurisdiction         (Commission          (I.R.S. Employer
      of Incorporation)              File Number)       Identification Number)



          22 PELICAN WAY, SAN RAFAEL, CA                     94901
    --------------------------------------------       ------------------
      (Address of principal executive offices)             (Zip Code)

                                 (415) 482-2100
                                 --------------
                         (Registrant's telephone number,
                              including area code)



                                       N/A
          (FORMER NAME OR FORMER ADDRESS, IF CHANGED SINCE LAST REPORT)

<PAGE>   2

ITEM 4  CHANGES IN REGISTRANT'S CERTIFYING ACCOUNTANT.

        (a)    Previous Independent Accountants.

        On March 27, 2000, QuadraMed Corporation (the "Company") and Arthur
Andersen LLP ("AA") agreed to terminate AA's engagement as QuadraMed's
independent auditors. AA's reports on the Company's financial statements for the
past two years did not contain an adverse opinion or a disclaimer of opinion,
and were not qualified or modified as to uncertainty, audit scope, or accounting
principles. The decision to change accountants was approved by the Audit
Committee of the Company's Board of Directors.

        During the Company's two most recent fiscal years and any subsequent
interim period preceding the termination of AA's engagement, there were no
disagreements with AA on any matters of accounting principles or practices,
financial statement disclosure, or auditing scope or procedures, which
disagreements, if not resolved to the satisfaction of AA, would have caused them
to make reference to the subject matter of such disagreements in connection with
their reports.

        During the Company's two most recent fiscal years and any subsequent
interim period preceding the termination of AA's engagement:

        (1)    AA did not advise the Company that the internal controls
               necessary for the Company to develop reliable financial
               statements did not exist;

        (2)    AA did not advise the Company that information had come to AA's
               attention that led them to no longer be able to rely on
               management's representations, or that made them unwilling to be
               associated with the financial statements prepared by management;

        (3)    AA did not advise the Company of the need to expand significantly
               the scope of their audit, or that information had come to their
               attention during such period that, if further investigated, may
               (i) materially impact the fairness or reliability of previously
               issued financial statements and Reports of Independent Auditors,
               or the financial statements issued or to be issued covering the
               fiscal period(s) subsequent to the date of the most recent
               financial statements covered by an audit report, or (ii) cause AA
               to be unwilling to rely on management's representations or be
               associated with the Company's financial statements; and

        (4)    AA did not advise the Company that information had come to their
               attention that they had concluded materially impacted the
               fairness or reliability of previously issued financial statements
               and Reports of Independent Auditors, or the financial statements
               issued or to be issued covering the fiscal period(s) subsequent
               to the date of the most recent financial statements covered by an
               audit report.

        The Company has provided AA with a copy of these disclosures and has
asked AA to provide it with a letter addressed to the Securities and Exchange
Commission stating whether



                                      -2-
<PAGE>   3

AA agrees with the Company's statements and, if not, stating the respects in
which AA does not agree. A copy of AA's letter is included as Exhibit 16.1 to
this Form 8-K.

        (b)    New Independent Accountants

        The Company is in the process of considering various firms to act as its
independent auditors.

ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS.

        (a)    Not applicable.

        (b)    Not applicable.

        (c)    Exhibits.

               16.1 Letter from Arthur Andersen LLP regarding cessation of
        client-auditor relationship, dated March 30, 2000 and addressed to
        QuadraMed Corporation.

               16.2 Letter from Arthur Andersen LLP regarding change in
        certifying accountant, dated March 31, 2000 and addressed to the
        Securities and Exchange Commission, in compliance with Item 304 of
        Regulation S-K.




                                      -3-
<PAGE>   4

                                   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.

                                   QUADRAMED CORPORATION


                                   By:   /s/  JAMES D. DURHAM
                                         ---------------------------------------

                                   Name:  James D. Durham
                                   Title:  Chairman of the Board and Chief
                                           Executive Officer


                                   By:   /s/  JOHN V. CRACCHIOLO
                                         ---------------------------------------

                                   Name:  John V. Cracchiolo
                                   Title: President and Chief Financial Officer

Date:  March 31, 2000



                                      -4-
<PAGE>   5

                                  EXHIBIT INDEX

               16.1 Letter from Arthur Andersen LLP regarding cessation of
        client-auditor relationship, dated March 30, 2000 and addressed to
        QuadraMed Corporation.

               16.2 Letter from Arthur Andersen LLP regarding change in
        certifying accountant, dated March 31, 2000 and addressed to the
        Securities and Exchange Commission, in compliance with Item 304 of
        Regulation S-K.



                                       -5-

<PAGE>   1

                                  EXHIBIT 16.1


[ARTHUR ANDERSEN LLP LETTERHEAD]

March 30, 2000


Mr. John V. Cracchiolo, Chief Financial Officer
QuadraMed Corporation
22 Pelican Way
San Rafael, California  94901

Dear Mr. Cracchiolo:

        This is to confirm that the client-auditor relationship between
QuadraMed Corporation (Commission File Number 0-21031 and Arthur Anderson LLP
has ceased.

                                            Very truly yours,


                                            /s/ Arthur Anderson LLP
                                            Arthur Anderson LLP



Copy to SEC Office of the Chief Accountant


                                       -6-

<PAGE>   1

                                  EXHIBIT 16.2



[ARTHUR ANDERSEN LETTERHEAD]

March 31, 2000

Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, D.C. 20549


        We have read Item 4 included in the Form 8-K dated March 31, 2000, of
QuadraMed Corporation filed with the Securities and Exchange Commission and we
are in agreement with the statements contained therein, except that (i) we have
no basis to agree or disagree with the statements of the registrant contained
in the last sentence of the first paragraph of Item 4(a), and (ii) we were not
engaged by the registrant to perform review procedures for the quarter ended
March 31, 2000 financial statements.



                                            Very truly yours,


                                            /s/ Arthur Andersen LLP
                                            Arthur Andersen LLP

cc: John Cracchiolo


                                       -7-



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