SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K/A
Amendment No. 1
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CURRENT REPORT
PURSUANT TO SECTION 13 OR 15(d) OF THE
SECURITIES EXCHANGE ACT OF 1934
April 5, 2002
Date of report (date of earliest event reported)
QUADRAMED CORPORATION
(Exact Name of Registrant as Specified in Charter)
Delaware 0-21031 52-1992861
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(State or Other (Commission File Number) (IRS Employer
Jurisdiction Identification No.)
of Incorporation)
22 Pelican Way, San Rafael, California, 94901
(Address of Principal Executive Offices)
(415) 482-2100
(Registrant's telephone number, including area code)
Introductory Statement
QuadraMed Corporation ("QuadraMed") is amending and restating its Current
Report on Form 8-K dated April 5, 2002, to (i) remove reference to the
mutually agreed resignation of Arthur Andersen LLP ("Andersen") as
QuadraMed's independent public accountant on March 27, 2000, because that
event was disclosed on a Current Report on Form 8-K dated March 31, 2000,
previously filed with the Commission; (ii) to state specifically that
QuadraMed dismissed Pisenti & Brinker LLP as its independent public
accountant when it appointed PricewaterhouseCoopers, LLP as its independent
public accountants on April 5, 2002; and (iii) attach as an Exhibit a copy
of the press release issued by QuadraMed on April 5, 2002, regarding the
change in independent public accountants.
ITEM 4. Changes in Registrant's Certifying Accountant.
With the approval of the Audit Committee of the Board of Directors,
QuadraMed has changed its independent public accountants. On April 5, 2002,
QuadraMed appointed PricewaterhouseCoopers, LLP ("PwC") as its independent
public accountant and dismissed Pisenti & Brinker, LLP ("P&B"), which had
been appointed its independent public accountants on May 8, 2000, and had
served in such capacity for the fiscal years ending December 31, 2000 and
2001, and subsequent interim periods.
P&B's reports on QuadraMed's financial statements for the fiscal years 2000
and 2001 and any subsequent interim period 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. There were no
disagreements between QuadraMed and P&B 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
P&B, would have caused them to make reference to the subject matter of such
disagreements in connection with their reports during QuadraMed's fiscal
years 2000 and 2001, and any subsequent interim period.
In addition, during QuadraMed's fiscal years 2000 and 2001, and any
subsequent interim period, P&B never advised QuadraMed that:
1. The internal controls necessary for QuadraMed to develop
reliable financial statements did not exist.
2. Information had come to the attention of P&B 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. There was a need to expand significantly the scope of an
audit, or that information had come to the attention of P&B
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 P&B to be unwilling to rely on
management's representations or be associated with
QuadraMed's financial statements.
4. Information had come to the attention of P&B 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.
QuadraMed provided P&B with a copy of these disclosures and asked P&B to
provide it with a letter addressed to the Securities and Exchange
Commission stating whether it agreed with QuadraMed's disclosures and, if
not, to specify in which respects it did not agree. A copy of P&B's letter
has been filed herewith as Exhibit 16.1 and is incorporated herein by
reference.
ITEM5. Other Events
On April 5, 2002, QuadraMed issued a press release regarding the events
described in ITEM 4, a copy of which is filed herewith as Exhibit 20 and is
incorporated herein by reference.
ITEM 7. Exhibits.
Exhibit No. Description
16.1 Letter dated May 15, 2002, from Pisenti & Brinker, LLP.
20 QuadraMed Press Release dated April 5, 2002.
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 thereunto duly authorized.
Date: May 16, 2002
By: /s/ Mark N. Thomas
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Name: Mark N. Thomas
Title: Chief Financial Officer
(Principal Financial and Accounting Officer)
EXHIBIT 16.1
PISENTI & BRINKER LLP
1318 Redwood Way
Suite 210
Petaluma, CA 94954
May 15, 2002
Office of the Chief Accountant
Securities and Exchange Commission
450 Fifth Street, N.W.
Washington, DC 20549
Ladies and Gentlemen:
We have read the paragraphs of Item 4 included in the Form 8-K/A Amendment
No. 1 dated April 5, 2002, of QuadraMed Corporation to be filed with the
Securities and Exchange Commission and are in agreement with the statements
contained therein.
Very truly yours,
/s/ Pisenti & Brinker, LLP
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Pisenti & Brinker, LLP
EXHIBIT 20
QUADRAMED CORPORATION
FOR IMMEDIATE RELEASE CONTACT:
Sara H. Lanza
QuadraMed Corporation
415/482-2100
slanza@quadramed.com
QUADRAMED SELECTS PRICEWATERHOUSECOOPERS
AS INDEPENDENT AUDITORS FOR 2002
San Rafael, California--April 5, 2002--QuadraMed Corporation (Nasdaq
SmallCap: QMDC) today announced that its Board of Directors has determined
that it is in the best interest of QuadraMed and its shareholders to engage
PricewaterhouseCoopers LLP to serve as QuadraMed's independent public
accountants for the year 2002. The decision to change auditors was made
after a thorough review process and due deliberation by the Audit Committee
of QuadraMed's Board of Directors. The appointment will be submitted to
shareholders for ratification at the Company's annual meeting on April 29,
2002.
Pisenti & Brinker LLP had served as QuadraMed's auditors since 2000. The
decision to change auditors was not the result of any difference between
QuadraMed and Pisenti & Brinker LLP on any matter of accounting principles
or practices, financial statement disclosures, or auditing scope or
procedures. QuadraMed is filing a Form 8-K with the Securities and Exchange
Commission today detailing the change in its independent public
accountants.
"Over the last two years, Pisenti & Brinker LLP has provided excellent
audit services that have assisted QuadraMed in effecting our successful
turnaround," said Mark N. Thomas, QuadraMed's Chief Financial Officer.
"QuadraMed, however, is now a very different company than it was when we
began our relationship with Pisenti & Brinker. We are now embarked on a
growth strategy that presents us with additional accounting, tax, and
transaction demands and we are confident that PricewaterhouseCoopers can
assist us in this regard as we continue to grow our business."
About QuadraMed Corporation
QuadraMed is dedicated to developing information technology and providing
consulting services that help healthcare professionals deliver outstanding
patient care with optimum efficiency. Offering real-world solutions for
every aspect of acute care information management, QuadraMed has four main
product lines: Affinity(R) Healthcare Information System, Quantim(R) Health
Information Management Software and Services, Complysource(R) Compliance
Solutions, and Chancellor(TM) Financial Products and Services. Behind our
products and services are nearly 1000 professionals whose healthcare
experience has earned QuadraMed the trust and loyalty of its many
customers. To find out more about QuadraMed, visit www.quadramed.com.
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QuadraMed, Affinity, Quantim, and Complysource are registered trademarks of
QuadraMed Corporation. Chancellor is a trademark of QuadraMed Corporation.
All other trademarks and registered trademarks are the properties of their
respective holders.