QuadraMed Corporation Announces Resale
December 05 2006 - 10:08AM
Business Wire
QuadraMed Corporation (Amex:QD) announced today that as of 5:00
p.m. on December 1, 2006, the Securities and Exchange Commission
(SEC) declared effective the Company�s two pending Form S-3
Registration Statements, which register for resale certain shares
of common and preferred stock previously issued by the Company. The
Company will not receive any proceeds from any sale of such shares
covered by these registration statements. All of the shares of both
common stock and preferred stock now registered by these filings
have been previously reported by the Company in its share counts
for purposes of outstanding shares and/or in its earnings per share
calculations, most recently in the Registration Statements and in
Note 9. Net Income (Loss) per Share and Comprehensive Income (Loss)
of the Notes to Condensed Consolidated Financial Statements in the
Company�s Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2006, filed with the SEC on November 13, 2006.
The first registration statement, which was originally filed on
January 21, 2004, registers up to 8,521,998 shares of common stock
issued or issuable upon the exercise of warrants. These warrants
were issued on April 17, 2003 in connection with the Company�s 10%
Senior Secured Notes due 2008, all of which were retired during
June and July of 2004. Of the shares registered, 6,431,583 shares
are issued and outstanding based on previous warrant exercises and
2,090,415 shares are available for issuance upon the exercise of
warrants still outstanding. The second registration statement,
which was originally filed on December 15, 2004, registers
3,920,000 shares of the Company�s Series A Preferred Stock and up
to 31,612,903 shares of common stock issuable upon conversion of
the preferred shares, based upon a conversion price of $3.10 per
share. Coincident with the effectiveness of the registration of the
preferred shares and the associated underlying common shares, the
dividends to be paid to the holders of the preferred shares will be
reduced by $1 million dollars, in the aggregate, on an annual
basis. As provided in the Certificate of Designation relating to
the Series A Preferred Stock, generally the holders of the
preferred shares are entitled to a quarterly dividend of $0.34375
(5.5% per annum) per preferred share. However, as further provided,
because the registration statement for the preferred stock was not
declared effective by the SEC on or before June 15, 2005, the
dividend rate for such stock had increased to $0.404625 per quarter
(6.5% per annum) commencing on June 16, 2005, with such rate
applying until the registration statement was declared effective.
The impact of this change in dividend rate was an increase in the
aggregate amount of dividends paid by the Company of $1 million
dollars per year. Commencing December 2, 2006, the dividend rate
has reverted to $0.34375 (5.5% per annum) per share, reducing the
future aggregate annual dividend payments by $1 million. About
QuadraMed Corporation QuadraMed Corporation advances the success of
healthcare organizations through IT solutions that leverage quality
care into positive financial outcomes. As evolving reimbursement
scenarios challenge healthcare organizations to leverage quality of
care into payment, clients committing to QuadraMed�s care-based
solutions can realize market leading financial performance. Using
QuadraMed�s end-to-end solutions to optimize the patient experience
and leverage quality of care into payment, our clients can receive
the proper reimbursement, in the shortest time, at the lowest
administrative cost. Behind our products and services is a staff of
almost 600 professionals whose experience and dedication to service
have earned QuadraMed the trust and loyalty of customers at
approximately 2,000 healthcare provider facilities. To find out
more about QuadraMed, visit www.quadramed.com. Cautionary Statement
on Risks Associated with QuadraMed�s Forward-Looking Statements
This press release contains forward-looking statements, as defined
in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, by QuadraMed that are subject to
risks and uncertainties. The words "believe," "expect,"
"anticipate," "intend," "plan," "estimate," "may," "should,"
"could," and similar expressions are intended to identify such
statements. Forward-looking statements are not guarantees of future
performance and are to be interpreted only as of the date on which
they are made. QuadraMed undertakes no obligation to update or
revise any forward-looking statement except as required by law.
QuadraMed advises investors that it discusses risk factors and
uncertainties that could cause QuadraMed�s actual results to differ
from forward-looking statements in its periodic reports filed with
the Securities and Exchange Commission ("SEC"). QuadraMed�s SEC
filings can be accessed through the Investor Relations section of
our website, www.quadramed.com, or through the SEC�s EDGAR Database
at www.sec.gov (QuadraMed has EDGAR CIK No. 0001018833). QuadraMed
is a registered trademark of QuadraMed Corporation. All other
trademarks are the property of their respective holders. QuadraMed
Corporation (Amex:QD) announced today that as of 5:00 p.m. on
December 1, 2006, the Securities and Exchange Commission (SEC)
declared effective the Company's two pending Form S-3 Registration
Statements, which register for resale certain shares of common and
preferred stock previously issued by the Company. The Company will
not receive any proceeds from any sale of such shares covered by
these registration statements. All of the shares of both common
stock and preferred stock now registered by these filings have been
previously reported by the Company in its share counts for purposes
of outstanding shares and/or in its earnings per share
calculations, most recently in the Registration Statements and in
Note 9. Net Income (Loss) per Share and Comprehensive Income (Loss)
of the Notes to Condensed Consolidated Financial Statements in the
Company's Quarterly Report on Form 10-Q for the quarterly period
ended September 30, 2006, filed with the SEC on November 13, 2006.
The first registration statement, which was originally filed on
January 21, 2004, registers up to 8,521,998 shares of common stock
issued or issuable upon the exercise of warrants. These warrants
were issued on April 17, 2003 in connection with the Company's 10%
Senior Secured Notes due 2008, all of which were retired during
June and July of 2004. Of the shares registered, 6,431,583 shares
are issued and outstanding based on previous warrant exercises and
2,090,415 shares are available for issuance upon the exercise of
warrants still outstanding. The second registration statement,
which was originally filed on December 15, 2004, registers
3,920,000 shares of the Company's Series A Preferred Stock and up
to 31,612,903 shares of common stock issuable upon conversion of
the preferred shares, based upon a conversion price of $3.10 per
share. Coincident with the effectiveness of the registration of the
preferred shares and the associated underlying common shares, the
dividends to be paid to the holders of the preferred shares will be
reduced by $1 million dollars, in the aggregate, on an annual
basis. As provided in the Certificate of Designation relating to
the Series A Preferred Stock, generally the holders of the
preferred shares are entitled to a quarterly dividend of $0.34375
(5.5% per annum) per preferred share. However, as further provided,
because the registration statement for the preferred stock was not
declared effective by the SEC on or before June 15, 2005, the
dividend rate for such stock had increased to $0.404625 per quarter
(6.5% per annum) commencing on June 16, 2005, with such rate
applying until the registration statement was declared effective.
The impact of this change in dividend rate was an increase in the
aggregate amount of dividends paid by the Company of $1 million
dollars per year. Commencing December 2, 2006, the dividend rate
has reverted to $0.34375 (5.5% per annum) per share, reducing the
future aggregate annual dividend payments by $1 million. About
QuadraMed Corporation QuadraMed Corporation advances the success of
healthcare organizations through IT solutions that leverage quality
care into positive financial outcomes. As evolving reimbursement
scenarios challenge healthcare organizations to leverage quality of
care into payment, clients committing to QuadraMed's care-based
solutions can realize market leading financial performance. Using
QuadraMed's end-to-end solutions to optimize the patient experience
and leverage quality of care into payment, our clients can receive
the proper reimbursement, in the shortest time, at the lowest
administrative cost. Behind our products and services is a staff of
almost 600 professionals whose experience and dedication to service
have earned QuadraMed the trust and loyalty of customers at
approximately 2,000 healthcare provider facilities. To find out
more about QuadraMed, visit www.quadramed.com. Cautionary Statement
on Risks Associated with QuadraMed's Forward-Looking Statements
This press release contains forward-looking statements, as defined
in Section 27A of the Securities Act of 1933 and Section 21E of the
Securities Exchange Act of 1934, by QuadraMed that are subject to
risks and uncertainties. The words "believe," "expect,"
"anticipate," "intend," "plan," "estimate," "may," "should,"
"could," and similar expressions are intended to identify such
statements. Forward-looking statements are not guarantees of future
performance and are to be interpreted only as of the date on which
they are made. QuadraMed undertakes no obligation to update or
revise any forward-looking statement except as required by law.
QuadraMed advises investors that it discusses risk factors and
uncertainties that could cause QuadraMed's actual results to differ
from forward-looking statements in its periodic reports filed with
the Securities and Exchange Commission ("SEC"). QuadraMed's SEC
filings can be accessed through the Investor Relations section of
our website, www.quadramed.com, or through the SEC's EDGAR Database
at www.sec.gov (QuadraMed has EDGAR CIK No. 0001018833). QuadraMed
is a registered trademark of QuadraMed Corporation. All other
trademarks are the property of their respective holders.
Quadramed (AMEX:QD)
Historical Stock Chart
From Jun 2024 to Jul 2024
Quadramed (AMEX:QD)
Historical Stock Chart
From Jul 2023 to Jul 2024