UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 12b-25
NOTIFICATION OF LATE FILING
(Check One): [] Form 10-K [ ] Form 11-K [ ] Form 20-F [X] Form 10-Q
[ ] Form N-SAR
For Period Ended: June 30, 2002
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[ ] Transition Report on Form 10-K
[ ] Transition Report on Form 20-F
[ ] Transition Report on Form 11-K
[ ] Transition Report on Form 10-Q
[ ] Transition Report on Form N-SAR
For the Transition Period Ended:___________________________________
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Nothing in this form shall be construed to imply
that the Commission has verified any
information contained herein.
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If the notification relates to a portion of the filing checked above, identify
the Item(s) to which the notification relates:
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PART I -- REGISTRANT INFORMATION
QUADRAMED CORPORATION
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Full Name of Registrant
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Former Name if Applicable
22 PELICAN WAY
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Address of Principal Executive Office (Street and Number)
SAN RAFAEL, CALIFORNIA 94901
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City, State and Zip Code
PART II -- RULES 12b-25(b) AND (c)
If the subject report could not be filed without unreasonable effort or
expense and the registrant seeks relief pursuant to Rule 12b-25(b), the
following should be completed. (Check box if appropriate)
[ ] (a) The reason described in reasonable detail in Part III of
this form could not be eliminated without unreasonable
effort or expense;
[X] (b) The subject annual report, semi-annual report, transition
report on Form 10-K, Form 20-F, 11-K, Form N-SAR, or
portion thereof, will be filed on or before the fifteenth
calendar day following the prescribed due date; or the
subject quarterly report or transition report on Form 10-Q,
or portion thereof will be filed on or before the fifth
calendar day following the prescribed due date; and
[ ] (c) The accountant's statement or other exhibit required by
Rule 12b-25(c) has been attached if applicable.
PART III -- NARRATIVE
State below in reasonable detail why forms 10-K, 20-F, 11-K, 10-Q, N-SAR,
or the transition report or portion thereof, could not be filed within the
prescribed time period.
(Attach extra Sheets if Needed)
On August 12, 2000, the registrant announced that it would carry
out a restatement of its consolidated financial statements for the fiscal
years ended December 31, 2000 and 2001 and for the interim period ended
March 31, 2002. Due to this restatement, the Form 10-Q for the period ended
June 30, 2002, could not be filed by the registrant within the prescribed
time period.
PART IV -- OTHER INFORMATION
(1) Name and telephone number of person to contact in regard to this
notification
Jack Ripsteen (415) 482-2211
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(Name) (Area Code) (Telephone Number)
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(2) Have all other periodic reports required under Section 13 or 15(d)
of the Securities Exchange Act of 1934 or Section 30 of the
Investment Company Act of 1940 during the preceding 12 months or
for such shorter period that the registrant was required to file
such report(s) been filed? If answer is no, identify report(s).
[X] Yes [ ] No
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(3) Is it anticipated that any significant change in results of
operations from the corresponding period for the last fiscal year
will be reflected by the earnings statements to be included in the
subject report or portion thereof? [X] Yes [ ] No
If so, attach an explanation of the anticipated change, both
narratively and quantitatively, and, if appropriate, state the reasons
why a reasonable estimate of the results cannot be made.
See attachment.
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QUADRAMED CORPORATION
(Name of Registrant as Specified in Charter)
has caused this notification to be signed on its behalf by the undersigned
hereunto duly authorized.
Date: August 12, 2002 By: /s/ Michael H. Lanza
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Michael H. Lanza
Executive Vice President and
Corporate Secretary
ATTACHMENT
PART IV -- OTHER INFORMATION
The restatement principally relates to the following items:
o Changes in revenue recognition on software term licenses and
the deferral of revenue on certain software sales.
o The timing and classification of certain non-recurring
charges from prior years.
o Recognition of other than temporary impairment of
QuadraMed's equity investment in VantageMed Corporation
(Nasdaq SmallCap: VMDC).
o The decline in cash surrender value of insurance policies
associated with SERP and Split-Dollar obligations to former
management.
o The reclassification of certain previously reported
discontinued operations to income from continuing
operations.
o Certain severance expenses due to accelerated vesting of
restricted stock in 2000.