<PAGE>   1
 
================================================================================

                    U.S. SECURITIES AND EXCHANGE COMMISSION
                             WASHINGTON, D.C. 20549
                            ------------------------
 
                                 FORM 10-KSB/A
                                AMENDMENT NO. 1
 
                                       TO

[X] ANNUAL REPORT UNDER SECTION 13 OR 15(D) OF THE SECURITIES
    EXCHANGE ACT OF 1934
                  FOR THE FISCAL YEAR ENDED DECEMBER 31, 1996
 
                                       OR
[ ] TRANSACTION REPORT UNDER SECTION 13 OR 15(D) OF THE
    SECURITIES EXCHANGE ACT OF 1934
        FOR THE TRANSITION PERIOD FROM                TO
 
                         COMMISSION FILE NUMBER 0-21031
                            ------------------------
                             QUADRAMED CORPORATION
                 (NAME OF SMALL BUSINESS ISSUER IN ITS CHARTER)
 
<TABLE>
<S>                                           <C>
                   DELAWARE                                     52-1992861
         (STATE OR OTHER JURISDICTION              (I.R.S. EMPLOYER IDENTIFICATION NO.)
      OF INCORPORATION OR ORGANIZATION)
</TABLE>
 
                         80 E. SIR FRANCIS DRAKE BLVD.
                                    SUITE 2A
                               LARKSPUR, CA 94939
               (ADDRESS OF PRINCIPAL EXECUTIVE OFFICES)(ZIP CODE)
 
                                 (415) 461-7725
                 ISSUER'S TELEPHONE NUMBER, INCLUDING AREA CODE
 
   SECURITIES REGISTERED PURSUANT TO SECTION 12(b) OF THE EXCHANGE ACT: None.
  SECURITIES REGISTERED PURSUANT TO SECTION 12(g) OF THE EXCHANGE ACT: Common
                                     Stock
 
     Check whether the issuer: (1) filed all reports required to be filed by
Section 13 or 15(d) of the Exchange Act during the past 12 months (or for such
shorter period that the issuer was required to file such reports), and (2) has
been subject to such filing requirements for the past 90 days. Yes [X] No [ ]
 
     Check if there is no disclosure of delinquent filers in response to Item
405 of Regulation S-B contained in this form, and no disclosure will be
contained, to the best of issuer's knowledge, in definitive proxy or information
statements incorporated by reference in Part III of this Form 10-KSB or any
amendment to this Form 10-KSB. [ ]
 
     The issuer's revenues for the fiscal year ended December 31, 1996 were
$19,088,000.
 
     The aggregate market value of the Common Stock held by non-affiliates of
the registrant on March 10, 1997 was $33,147,171.
 
     The number of shares of common stock outstanding on March 10, 1997 was
6,017,067.
 
                      DOCUMENTS INCORPORATED BY REFERENCE
 
     Definitive Proxy Statement relating to the Company's 1997 Annual Meeting of
Stockholders to be filed hereafter (incorporated into Part III hereof).

================================================================================
<PAGE>   2
 
                                 FORM 10-KSB/A
                            ------------------------
 
                                AMENDMENT NO. 1
 
     The undersigned Registrant hereby:
 
          1. amends Item 6 of its Annual Report on Form 10-KSB for the fiscal
     year ended December 31, 1996 (the "Form 10-KSB") and files such amended
     Item 6 herewith:
 
          2. amends Item 13 of the Form 10-KSB and files such amended Item 13
     herewith; and
 
          3. files Exhibits 10.35 and 10.36 herewith.
<PAGE>   3
 
ITEM 6.  MANAGEMENT'S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS
OF OPERATIONS
 
SELECTED CONSOLIDATED FINANCIAL DATA
 
     The statement of operations data set forth below for the years ended
December 31, 1994, 1995 and 1996 and the balance sheet data at December 31, 1995
and 1996, are derived from, and are qualified by reference to, the audited
financial statements and should be read in conjunction with the consolidated
financial statements and the notes thereto.
 
<TABLE>
<CAPTION>
                                                                 YEARS ENDED DECEMBER 31
                                                       -------------------------------------------
                                                       1992    1993     1994      1995      1996
                                                       ----   ------   -------   -------   -------
                                                       (IN THOUSANDS, EXCEPT PER SHARE DATA)
<S>                                                    <C>    <C>      <C>       <C>       <C>
CONSOLIDATED STATEMENT OF OPERATIONS DATA:
Revenues:
  Licenses...........................................  $175   $  482   $ 1,437   $ 4,420   $16,223
  Services...........................................    --       35     4,665     3,183     2,865
                                                        ---   ------   -------   -------   -------
          Total revenues.............................   175      517     6,102     7,603    19,088
Operating expenses:
  Cost of licenses...................................   138      349     2,557     2,676     7,294
  Cost of services...................................    --      117     3,476     3,657     2,683
  General and administration.........................    --      161     2,039     2,439     3,221
  Sales and marketing................................    51       91     1,874     1,225     2,434
  Research and development...........................    63      130       767       653     2,499
  Amortization of goodwill...........................    --        6       169        50       460
  Write-off of acquired research and development
     in process......................................    --      456        --     6,240        --
                                                        ---   ------   -------   -------   -------
          Total operating expenses...................   252    1,310    10,882    16,940    18,591
Income (loss) from operations........................   (77)    (793)   (4,780)   (9,337)      497
Interest income (expense), net.......................    (3)     (11)      (85)     (110)     (329)
Other income (expense), net..........................    --       --        --        13       (15)
                                                        ---   ------   -------   -------   -------
  Net income (loss)..................................  $(80)  $ (804)  $(4,865)  $(9,434)  $   153
                                                        ===   ======   =======   =======   =======
  Pro forma net loss per share.......................                            $ (2.13)       --
                                                                                 =======   =======
  Pro forma weighted average shares outstanding......                              4,435        --
                                                                                 =======   =======
  Net income per share...............................                                 --   $  0.03
                                                                                 =======   =======
  Weighted average shares outstanding................                                 --     5,089
                                                                                 =======   =======
</TABLE>
 
CONSOLIDATED BALANCE SHEET DATA:
 
<TABLE>
<CAPTION>
                                                                      DECEMBER 31,
                                                      --------------------------------------------
                                                      1992    1993      1994      1995      1996
                                                      ----   -------   -------   -------   -------
                                                      (IN THOUSANDS)
<S>                                                   <C>    <C>       <C>       <C>       <C>
Cash and cash equivalents...........................  $ 19   $   252   $   164   $   266   $18,486
Working capital (deficit)...........................    46    (1,866)   (1,494)   (6,372)   18,357
Intangible assets...................................    --       669       125     4,289     3,655
Total assets........................................   130     2,123     2,801     9,533    29,569
Total debt..........................................    54     1,794     1,794    10,267       228
Stockholders' equity (deficit)......................    72      (667)   (1,457)   (5,817)   24,893
</TABLE>
 
                                        2
<PAGE>   4
 
OVERVIEW
 
     QuadraMed develops, markets and sells a suite of financial management,
decision support and electronic data interchange software products and services
designed to enable health care providers to increase operational efficiency and
measure the cost of care and to facilitate the negotiation of managed care
contracts and capitation agreements. The Company was formed in September 1993
and has completed a number of acquisitions. In October 1993, QuadraMed acquired
the net assets of Coast Micro, Inc., through which the Company acquired the
predecessor of the Company's EDI product. In December 1993, the Company acquired
the net assets of Seton Financial, through which the Company acquired the
foundation of its business office outsourcing business. In December 1995, the
Company purchased the net assets of Healthcare Design Systems, and thereby
acquired the predecessors of several of the Company's decision support and other
related software products. In December 1996, the Company acquired and merged
with InterMed Healthcare Systems Inc. ("InterMed"). The acquisition and merger
of Intermed was accounted for as a pooling of interests, as such, the Company's
results of operations for 1994 and 1995, respectively, have been restated to
reflect the pooling of interests. InterMed's EDI products primarily serve
healthcare payor organizations.
 
     The Company's suite of products, called QuanTIM, may be licensed either as
an integrated solution or as individual applications. The Company licenses its
software products pursuant to either a one-time payment for a perpetual license
with the option of purchasing support and maintenance or pursuant to annual
renewal licenses. The latter method provides the Company with a significant
recurring component to its revenues each year. Revenues from perpetual software
license agreements are recognized after installation and customer acceptance and
when no significant vendor obligations remain outstanding. To date, a
substantial majority of customers who have purchased perpetual licenses have
also purchased annual support and maintenance agreements, the revenues from
which are recognized monthly. Revenues from annual renewal license fees are
recognized on the contract anniversary date. Revenues for licenses related to
the use of EDI are recognized monthly.
 
     In addition to its software products, the Company provides business office
outsourcing and reimbursement consulting services. The Company often uses its
software products in delivering such services. The Company offers partial and
full outsourcing of business office functions for hospitals, physicians, home
health care agencies and other providers. The focus of these services is to
increase cash flow and to improve efficiencies of business operations for health
care providers. Business office outsourcing revenues typically consist of fixed
monthly fees plus incentive-based payments based on a percentage of dollars
recovered for the provider. The monthly fees from outsourcing services are
recognized as revenues on a monthly basis, and incentive fees are recognized as
revenues based on the collection of accounts from payors. Outsourcing revenues
declined from approximately $3.2 million in 1995 to $2.9 million in 1996
principally as a result of the completion of certain projects and the
discontinuation of such services by certain customers. Projects typically last
three to nine months. The Company plans on an increased marketing effort to
attract new customers in need of outsourcing services. The Company believes that
its planned augmentation in sales and marketing efforts for this business will
contribute to maintaining and perhaps increasing service revenues, although
there can be no assurance in this regard. Maintaining and increasing revenue
levels associated with this line of business depends on attracting new customers
due to the project-oriented nature of the business. The Company also provides
reimbursement consulting services to update and organize a provider's standard
billing and charge information to facilitate appropriate reimbursement for the
provider. Consulting services provided approximately $800,000 and $480,000 in
revenues in 1995 and 1996, respectively.
 
     The Company has experienced operating margins at differing levels related
to licenses and services. The service business has historically realized
fluctuating margins that were significantly lower than margins associated with
licenses.
 
     The Company believes it will experience seasonal patterns in its operating
results, with the second and fourth fiscal quarters having slightly higher
revenues and net income. The Company attributes this seasonality in large part
to software licenses that are based on annual renewals. In addition, the signing
of a major perpetual license agreement could generate an increase in revenues
and net income for any given quarter or fiscal year. The Company typically
experiences long sales cycles for new customers that may extend over
 
                                        3
<PAGE>   5
 
several quarters. As a result, the Company believes that quarterly results of
operations will continue to be subject to significant fluctuations and that its
results of operations for any particular quarter or year may not be indicative
of results of operations for future periods.
 
     The Company capitalizes a portion of its software costs for internally
developed products. These capitalized costs relate primarily to the development
of new products and the extension of applications to new markets or platforms
using existing technologies. The capitalized costs are amortized on a
straight-line basis over the estimated lives (usually five years), commencing
when each product is available to the market.
 
     The Company believes continued significant investment in the development of
new products and the further development and integration of technologies
acquired for Healthcare Design Systems into the Company's suite of products, as
well as the expansion of its direct sales force, are critical to its success.
Specifically, the Company's development plans include enhancing the
functionality of its products and rewriting certain of its products, including
those acquired from Healthcare Design Systems, to function within the Microsoft
Windows(TM) NT operating system. Accordingly, the aggregate amounts invested in
research and development and sales and marketing are expected to increase.
 
     As of December 31, 1996, QuadraMed had more than 397 customers,
approximately 85% of which were hospitals, located in 33 states and the District
of Columbia. The Company expects to maintain a high percentage of hospital
customers, but also expects its customer mix to begin to shift toward other
providers, including IDSs, as well as payors and employers. For the years ended
December 31, 1994 and 1995, respectively, revenues from one customer were 19%
and 11%, respectively.
 
RESULTS OF OPERATIONS
 
     The following table sets forth, for the periods indicated, certain items
from the consolidated statement of operations of QuadraMed expressed as a
percentage of total revenues.
 
<TABLE>
<CAPTION>
                                                                     YEAR ENDED DECEMBER 31,
                                                                   ----------------------------
                                                                    1994       1995       1996
                                                                   ------     ------     ------
<S>                                                                <C>        <C>        <C>
Revenues:
  Licenses.......................................................    23.5%      58.1%      85.0%
  Services.......................................................    76.5       41.9       15.0
                                                                    -----     ------      -----
          Total revenues.........................................   100.0      100.0      100.0
Operating expenses:
  Cost of licenses...............................................    41.9       35.2       38.2
  Cost of services...............................................    57.0       48.1       14.1
  General and administrative.....................................    33.4       32.1       16.9
  Sales and marketing............................................    30.7       16.1       12.8
  Research and development.......................................    12.6        8.6       13.1
  Amortization of goodwill.......................................     2.8        0.7        2.4
  Write-off of acquired in process research and development......      --       82.1         --
                                                                    -----     ------      -----
          Total operating expenses...............................   178.4      222.9       97.5
                                                                    -----     ------      -----
Income (loss) from operations....................................   (78.4)    (122.9)       2.5
Interest income (expense), net...................................    (1.4)      (1.4)      (1.7)
Other income (expense), net......................................      --        0.2         --
                                                                    -----     ------      -----
Net income (loss) before tax provision...........................   (79.8)    (124.1)       0.8
Provision for income taxes.......................................      --         --         --
                                                                    -----     ------      -----
          Net income (loss)......................................   (79.8)    (124.1)       0.8
                                                                    =====     ======      =====
</TABLE>
 
                                        4
<PAGE>   6
 
  Years ended December 31, 1996 and 1995
 
     Revenues.  Revenues increased 151.1% to $19.1 million in 1996 from $7.6
million in 1995. Of these amounts, software license revenues, which include
license, installation, consulting and post-contract support fees, third-party
hardware sales and other revenues related to licensing of the Company's software
products, increased 267.0% to $16.2 million from $4.4 million in 1995. This
increase was slightly offset by a decrease in service revenues to $2.9 million
in 1996 from $3.2 million in 1995. The significant increase in software license
revenues was due principally to sales of products acquired in the past year,
sales attributed from the acquisition and merger of InterMed Healthcare Systems
Inc., and, to a lesser extent, integration of the Company's products and an
increase in new customers. The decline in service revenues reflects a decrease
in the number of customers in the Company's outsourcing business, which is
comprised of projects with a defined service period. The Company believes that
its planned augmentation in sales and marketing efforts for this business will
contribute to maintaining and perhaps increasing service revenues related to the
outsourcing business, although there can be no assurance in this regard.
 
     Cost of Licenses.  Cost of licenses increased 172.6% to $7.3 million in
1996 from $2.7 million in 1995. This increase reflects an increase in the number
of licensed installations. Cost of licenses includes installation, customer
support and royalties. As a percentage of license revenues, cost of licenses
decreased to 45.0% in 1996 from 60.5% in 1995. The decrease in cost of licenses
as a percentage of license revenues reflects the significant increase in license
revenues during 1996 combined with only a moderate increase in the costs
associated with such license revenues.
 
     Cost of Services.  Cost of services decreased 26.6% to $2.7 million in 1996
from $3.7 million in 1995. Cost of services includes expenses associated with
services performed in connection with business office outsourcing and
reimbursement consulting. As a percentage of service revenues, cost of services
decreased to 93.6% in 1996 from 114.9% in 1995. The decline in cost of services
and as a percentage of service revenues reflects a decrease in the number of
personnel who support the service business.
 
     General and Administration.  General and administration expenses increased
32.1% to $3.2 million in 1996 from $2.4 million in 1995. The increase in general
and administration expenses reflects the addition of personnel associated with
an acquisition in December 1995 and higher communication and travel costs
associated with establishing an office on the East Coast. As a percentage of
total revenues, general and administration expenses decreased to 16.9% in 1996
from 32.1% in 1995. The Company believes that general and administration
expenses will increase in the future, but should decline slightly as a
percentage of total revenues, although there can be no assurance in this regard.
 
     Sales and Marketing.  Sales and marketing expenses increased 98.7% to $2.4
million in 1996 from $1.2 million in 1995. The increase in sales and marketing
expenses resulted primarily from the addition of sales personnel and project
managers, whose responsibilities include selling and marketing their respective
products. The increase in sales and marketing expenses can also be attributed in
part to increased advertising expenditures. As a percentage of total revenues,
sales and marketing expenses declined to 12.8% in 1996 from 16.1% in 1995. The
Company believes sales and marketing expenses will continue to increase
primarily due to the hiring of additional sales and marketing personnel, but
should remain relatively constant as a percentage of total revenues, although
there can be no assurance in this regard.
 
     Research and Development.  Research and development expenses increased
282.7% to $2.5 million in 1996 from $653,000 in 1995. The increase in research
and development expenses represents a significant increase in the number of
personnel dedicated to the development and enhancement of the Company's
products. As a percentage of total revenues, research and development expenses
increased to 13.1% in 1996 from 8.6% in 1995. The Company intends to continue to
invest heavily in the development of new products and in the further integration
of acquired technologies into the Company's suite of products and, accordingly,
believes that these expenses will increase significantly in the future.
 
     Amortization of goodwill.  Amortization of goodwill increased to $460,000
in 1996 from $50,000 in 1995. The increase in amortization is primarily the
result of amortization of goodwill associated with an acquisition in December
1995.
 
                                        5
<PAGE>   7
 
  Years Ended December 31, 1995 and 1994
 
     Revenues.  Revenues increased 24.6% to $7.6 million in 1995 from $6.1
million in 1994. Of these amounts, software license revenues increased 207.6% to
$4.4 million in 1995 from $1.4 million in 1994, offsetting a 31.8% decline in
services revenues to $3.2 million in 1995 from $4.7 million in 1994. The
significant increase in license revenues was due principally to increased sales
of QuanTIM EDI, QuanTIM Contract Management and sales attributed from the
acquisition and merger of InterMed Healthcare Systems Inc. The decline in
services revenues resulted from the completion of certain projects and the loss
of several accounts in the Company's outsourcing business.
 
     Cost of Licenses.  Cost of licenses increased 4.7% to $2.7 million in 1995
from $2.6 million in 1994. The slight increase in cost of licenses resulted
primarily from increased costs related to customer support and installation
costs related to the increased license revenues. As a percentage of license
revenues, cost of licenses decreased to 60.5% in 1995 from 177.9% in 1994.
 
     Cost of Services.  Cost of services increased 5.2% to $3.7 million in 1995
from $3.5 million in 1994. The increase in cost of services resulted primarily
from decreased service revenues combined with the relatively fixed costs
associated with such revenues. As a percentage of service revenues, cost of
services increased to 114.9% in 1995 from 74.5% in 1994.
 
     General and Administration.  General and administration expenses increased
19.6% to $2.4 million in 1995 from $2.0 million in 1994, principally due to an
increase in the allowance for doubtful accounts, an increase in legal services,
a small increase in administrative support staff and an increase in travel due
to the acquisition and integration of Healthcare Design Systems. As a percentage
of total revenues, general and administration expenses decreased to 32.1% in
1995 from 33.4% in 1994.
 
     Sales and Marketing.  Sales and marketing expenses decreased 34.6% to $1.2
million in 1995 from $1.9 million in 1994. This decrease resulted primarily from
a temporary reduction in sales personnel during the year and a redirection of
sales emphasis toward software sales rather than service contracts. As a
percentage of total revenues, sales and marketing expenses declined to 16.1% in
1995 from 30.7% in 1994.
 
     Research and Development.  Research and development expenses decreased
14.9% to $653,000 in 1995 from $767,000 in 1994 as a result of the completion of
QuanTIM EDI and the capitalization of certain other software development costs.
As a percentage of total revenues, research and development expenses decreased
to 8.5% in 1995 from 12.6% in 1994.
 
     Amortization of Goodwill.  Goodwill amortization decreased 70.4% to $50,000
in 1995 from $169,000 in 1994, reflecting a post-acquisition adjustment to
accurately represent the purchase of net assets from Coast Micro, Inc. and Seton
Financial.
 
     Write-Off of Acquired In-Process Research and Development.  In 1995, in
connection with the acquisition of the net assets of Healthcare Design Systems,
the Company wrote off $6.2 million as a result of the purchase of in-process
research and development that had not reached feasibility and had no probable
future use.
 
LIQUIDITY AND CAPITAL RESOURCES
 
     Since inception, the Company's primary source of working capital has been
private placements of Preferred Stock through which it has raised approximately
$12.8 million, net of expenses. In 1994 and 1995, Series A Preferred Stock was
issued for cash and forgiveness of indebtedness totalling $4.2 million. Also in
1995, Series B Preferred Stock was issued for cash of $4.0 million and the
conversion of notes payable and accrued interest of $680,000. In June 1996, the
Company completed a second Series B Preferred Stock financing for the conversion
of notes payable of $3.9 million, which provided the downpayment for the
acquisition of the net assets of Healthcare Design Systems. In October 1996, the
Company completed its initial public offering of 2.5 million shares of common
stock, which raised net proceeds of approximately $26.4 million.
 
                                        6
<PAGE>   8
 
     Net cash used in operating activities was $584,000, $3.7 million and $3.2
million in 1996, 1995 and 1994, respectively. Net cash used in operating
activities in 1996 was principally due to earnings before depreciation and
amortization, offset by an increase in the Company's accounts receivable and a
decrease in deferred revenue. The increase in accounts receivable was primarily
due to an increase in volume of monthly billings associated with the increase in
revenues in 1996, while deferred revenue decreased primarily due to the timing
of payments from customers. Net cash used in operating activities in 1995 and
1994 was related to investments in the Company's infrastructure and research and
development.
 
     Net cash used in investing activities was $1.7 million, $678,000 and
$750,000 in 1996, 1995 and 1994, respectively. Investing activities primarily
included additions to capital equipment and the capitalization of computer
software development costs.
 
     Net cash provided by financing activities was $20.5 million, $4.5 million
and $3.9 million in 1996, 1995 and 1994 respectively. Financing activities in
1996 related to the issuance of convertible Preferred Stock and the net proceeds
from the Company's initial public offering in October 1996. This was offset by
the repayments of all outstanding notes and loans payable from the proceeds from
the initial public offering.
 
     The Company had a line of credit agreement to borrow up to $1.2 million at
the bank's prime rate plus 1.5% for additional working capital, and financing
equipment purchases, which expired on January 2, 1997. There were no outstanding
balances under the line of credit at December 31, 1996. The line of credit
contains certain restrictions, including, among others, obtaining written
approval from the bank prior to the payment of dividends, as well as maintaining
minimum liquidity, tangible net worth and net income levels. The Company was in
compliance with these financial covenants at December 31, 1996. The Company is
currently negotiating a new line of credit arrangement.
 
     In connection with the acquisition of the net assets of Healthcare Design
Systems, the Company paid $3.75 million at the closing and issued a note payable
for the purchase price of $5 million. After the closing of the initial public
offering in October 1996, the Company paid the $5 million due under the note
payable, of which $1.5 million was deposited into an escrow account until
purchase price adjustments have been finalized.
 
     In connection with the acquisition and merger of InterMed Healthcare
Systems Inc., the Company assumed $1.1 million of loans outstanding, which were
repaid by the Company in December 1996.
 
               FACTORS THAT MIGHT AFFECT FUTURE OPERATING RESULTS
 
DEPENDENCE ON HOSPITAL MARKET; MARKET ACCEPTANCE; DEPENDENCE ON STRATEGIC
ALLIANCES; SYSTEM ENHANCEMENTS
 
     The Company's customers are typically hospitals and other health care
providers, and substantially all of the Company's revenues in 1996 and 1995 were
derived from the sale of software products and services to hospitals. The
Company's performance is dependent on continued demand for its products in the
health care information systems and services industry. Consolidation in the
health care information systems and services industry could have a material
adverse effect on the Company due to the decrease in the number of potential
purchasers of the Company's products and services or the acquisition of one or
more of the Company's customers by an acquiror that uses products that compete
with those of the Company. Legislative or market-driven reforms could also have
unpredictable effects on the Company's business, financial condition and results
of operations. In addition, the decision to purchase the Company's products
often involves the approval of several individuals within hospitals and other
health care providers. Consequently, it is difficult for the Company to predict
the timing or outcome of the buying decisions of customers or potential
customers.
 
     The Company's future performance is also dependent in part on the success
of its marketing strategy which involves, to a substantial degree, a reliance
upon strategic alliance partners to sell the Company's products as a component
of the integrated systems being marketed by such partner or to endorse the
Company's products. If these strategic alliance partners elect to remove their
product endorsement or elect not to include the Company's products as components
in their integrated systems or are unsuccessful in achieving
 
                                        7
<PAGE>   9
 
significant sales of the systems into which the Company's products are to be
integrated, the Company's business, financial condition and results of
operations would be materially adversely affected.
 
     Moreover, the Company's future performance will depend in large part upon
the Company's ability to provide the increasing functionality required by its
customers through the timely development and successful introduction of new
products and enhancements to its existing suite of products. The Company has
historically devoted significant resources to product enhancements and research
and development and believes that significant continuing development efforts
will be required to sustain the Company's operations. There can be no assurance
that the Company will successfully develop, acquire, introduce and market new
product enhancements or products, or that product enhancements or new products
developed by the Company will meet the requirements of hospitals and other
health care providers and achieve market acceptance.
 
RISKS ASSOCIATED WITH ACQUISITIONS
 
     The Company has expanded, and intends to continue to expand, in substantial
part through acquisitions of products, technologies and businesses. The
Company's ability to expand successfully through acquisitions depends on many
factors, including the successful identification and acquisition of products,
technologies or businesses and management's ability to effectively negotiate and
consummate acquisitions and integrate and operate the new products, technologies
or businesses. There is significant competition for acquisition opportunities in
the Company's industry, which may intensify due to consolidation in the health
care industry, increasing the costs of capitalizing on acquisition
opportunities. The Company competes for acquisition opportunities with other
companies that have significantly greater financial and management resources
than the Company. The inability to successfully identify appropriate acquisition
opportunities, consummate acquisitions or successfully integrate acquired
products, technologies, operations, personnel or businesses could have a
material adverse effect on the Company's business, financial condition and
results of operations. In addition, acquisitions may divert management's
attention from other business concerns, expose the Company to the risks of
entering markets in which the Company has no direct prior experience or to risks
associated with the market acceptance of acquired products and technologies, or
result in the loss of key employees of the Company or the acquired company.
Moreover, future acquisitions by the Company may result in potentially dilutive
issuances of equity securities, the incurrence of additional debt and the
recognition of amortization expenses related to goodwill and other intangible
assets, which could adversely affect the Company's business, financial condition
and results of operations.
 
     The acquisition and merger of InterMed Healthcare Systems Inc. in December
1996 substantially increased the number and complexity of the software products
offered by the Company. The further integration of this company's products and
operations into the products and operations of the Company will divert
management attention from other matters, will place further pressure on the
Company's executive officers and may result in additional administrative
expense. Failure to complete successfully this integration of products and
operations could have a material adverse effect on the Company's business,
financial condition and results of operations.
 
POTENTIAL VARIABILITY IN QUARTERLY OPERATING RESULTS
 
     The Company's quarterly revenues and operating results have varied
significantly in the past and are likely to vary substantially from quarter to
quarter in the future. Quarterly revenues and operating results may fluctuate as
a result of a variety of factors, including the following: variability in demand
for the Company's products and services; the number, timing and significance of
announcements and releases of product enhancements and new products by the
Company and its competitors; the timing and significance of announcements
concerning the Company's present or prospective strategic alliances; the
termination of, or a reduction in, offerings of the Company's products and
services; the loss of customers due to consolidation in the health care
industry, delays in product delivery requested by customers; the timing of
revenue recognition; the amount of backlog at the beginning of any particular
quarter; customer budgeting cycles and changes in customer budgets; investments
by the Company in marketing, sales, research and development, and administrative
personnel necessary to support the Company's anticipated operations; marketing
and sales promotional activities; software defects and other quality factors;
and general economic conditions.
 
                                        8
<PAGE>   10
 
     In particular, the timing of revenue recognition can be affected by many
factors, including the timing of customer purchases which are difficult to
predict given the complex procurement decision process that exists in most
health care providers. As a result, the Company typically experiences sales
cycles that extend over several quarters for new customers. There can be no
assurance that the Company will not experience delays in recognizing revenues in
the future. Moreover, the Company's operating expense levels are relatively
fixed and, to a large degree, are based on anticipated revenues. If revenues are
below expectations, net income is likely to be disproportionately affected.
Further, it is likely that in some future quarter the Company's revenues,
backlog or operating results will be below the expectations of securities
analysts and investors. In such event, the trading price of the Company's Common
Stock would likely be materially adversely affected.
 
HIGHLY COMPETITIVE MARKET
 
     Competition in the market for the Company's products and services is
intense and is expected to increase. The Company's competitors include other
providers of health care information software and services, as well as health
care consulting firms. The Company's principal competitors include CIS
Technologies, Inc., a division of National Data Corporation, Inc., and
Sophisticated Software, Inc. in the market for its EDI products; HCC, a division
of CIS Technologies, Inc. and Trego Systems, Inc. in the market for its contract
management products; IMNET Systems, Inc., Optika Imaging Systems, Inc. and
LanVision Systems, Inc. in the market for its electronic document management
products; Transition Systems, Inc. (TSI) and Healthcare Microsystems, Inc., a
division of Health Management Systems Inc. (HMS), HCIA Inc. and MediQual
Systems, Inc. in the market for its decision support products; and HMS and
ARTRAC, a division of Medaphis Corp., in the market for its business office
outsourcing services. In addition, current and prospective customers evaluate
the Company's capabilities against the merits of their existing information
systems and expertise. Furthermore, major health care information companies not
presently offering products that compete with those offered by the Company may
enter the Company's markets. Increased competition could result in price
reductions, reduced gross margins, and loss of market share, any of which could
materially adversely affect the Company's business, financial condition and
results of operations. In addition, many of the Company's competitors and
potential competitors have significantly greater financial, technical, product
development, marketing and other resources and market recognition than the
Company. Many of the Company's competitors also currently have, or may develop
or acquire, substantial installed customer bases in the health care industry. As
a result of these factors, the Company's competitors may be able to respond more
quickly to new or emerging technologies and changes in customer requirements or
to devote greater resources to the development, promotion and sale of their
products than the Company. There can be no assurance that the Company will be
able to compete successfully against current and future competitors or that
competitive pressures faced by the Company will not materially adversely affect
its business, financial condition and results of operations.
 
NEED TO MANAGE CHANGING OPERATIONS; DEPENDENCE UPON KEY PERSONNEL
 
     The Company's anticipated future operations may place a strain on its
management systems and resources. The Company expects that it will be required
to continue to improve its financial and management controls, reporting systems
and procedures, and will need to expand, train and manage its work force. There
can be no assurance that the Company will be able to effectively manage these
tasks, and the failure to do so could have a material adverse effect on the
Company's business, financial condition and results of operations. In 1994, 1995
and 1996 the Company experienced significant turnover in its sales personnel,
including its Senior Vice President of Sales. The Company has hired in the last
year and intends to continue to hire a significant number of additional sales
personnel. Thus, a substantial percentage of the Company's sales force is
currently inexperienced in selling the Company's products and will remain so for
some time. In addition, competition for experienced sales personnel is intense,
and there can be no assurance that the Company will be able to attract,
assimilate or retain highly qualified employees in the future. If the Company is
unable to hire and retain such personnel, particularly those in key positions,
the Company's business, financial condition and results of operations could be
materially adversely affected. The Company's future success also depends in
significant part upon the continued service of its executive officers, its
product managers and other key sales, marketing, and development personnel.
 
                                        9
<PAGE>   11
 
     The loss of the services of any of its executive officers or other key
employees could have a material adverse effect on the Company's business,
financial condition and results of operations. Additions of new and departures
of existing personnel can be disruptive and could have a material adverse effect
on the Company's business, financial condition and results of operations.
 
LIMITED PROPRIETARY RIGHTS; RISK OF INFRINGEMENT
 
     The Company relies on a combination of trade secrets, copyright and
trademark laws, nondisclosure and other contractual provisions to protect its
proprietary rights. The Company has not filed any patent applications covering
its technology or registered any of its copyrights with state or federal
agencies. There can be no assurance that measures taken by the Company to
protect its intellectual property will be adequate or that the Company's
competitors will not independently develop products and services that are
substantially equivalent or superior to those of the Company. Substantial
litigation regarding intellectual property rights exists in the software
industry, and the Company expects that software products may be increasingly
subject to third-party infringement claims as the number of competitors in the
Company's industry segment grows and the functionality of products overlaps.
Although the Company believes that its products do not infringe upon the
proprietary rights of third parties, there can be no assurance that third
parties will not assert infringement claims against the Company in the future or
that a license or similar agreement will be available on reasonable terms in the
event of an unfavorable ruling on any such claim. In addition, any such claim
may require the Company to incur substantial litigation expenses or subject the
Company to significant liabilities and could have a material adverse effect on
the Company's business, financial condition and results of operations.
 
RISK OF PRODUCT DEFECTS; FAILURE TO MEET PERFORMANCE CRITERIA
 
     Products such as those offered by the Company frequently contain errors or
failures, especially when first introduced or when new versions are released.
Although the Company conducts extensive testing, the Company has discovered
software errors in certain of its enhancements and products after their
introduction. The Company is currently developing various new applications as
well as new versions of certain of its existing applications designed to
function with the Microsoft Windows(TM) NT operating system. There can be no
assurance that, despite testing by the Company and by current and potential
customers, errors or performance failures will not occur in these products under
development or in other enhancements or products after commencement of
commercial shipments, resulting in loss of revenues or delay in market
acceptance, diversion of development resources, damage to the Company's
reputation or increased service and warranty costs, any of which could have a
material adverse effect upon the Company's business, financial condition and
results of operations.
 
RISKS ASSOCIATED WITH PENDING LITIGATION
 
     The Company is a defendant in several legal proceedings any of which, if
resolved adversely to the Company, could have a material adverse effect on the
Company's business, financial condition and results of operations. In addition,
the Company has agreed to issue to certain principal stockholders additional
shares of Common Stock without payment of further consideration in the event
that the Company is required to pay damages or issue equity securities in excess
of agreed-upon amounts to the plaintiffs in certain pending litigation. Any
issuance of Common Stock under this arrangement or in the related litigation
will cause dilution to the Company's other stockholders, and such dilution could
be significant.
 
RISK OF INTERRUPTION OF DATA PROCESSING
 
     The Company currently processes large amounts of customer data at its
facilities in Larkspur, California and Neptune, New Jersey. While the Company
has safeguards for emergencies such as power interruption or breakdown in
temperature controls, the Company has no mirror processing site to which
processing could be transferred in the case of a catastrophic event at either of
these facilities. The occurrence of a major catastrophic event at either the
Larkspur facility or the Neptune facility could lead to an interruption of data
processing and could have a material adverse effect on the Company's business,
financial condition and results of operations.
 
                                       10
<PAGE>   12
 
RISKS RELATED TO PRODUCT CONVERSION TO WINDOWS
 
     The Company intends to enhance its products to run on the Microsoft
Windows(TM) NT operating system. Some potential clients may delay purchasing
decisions until Windows(TM) NT versions of the Company's products are available.
There can be no assurance that the Company will not experience difficulties that
could delay or prevent the successful and timely development, introduction and
marketing of the new Windows(TM) NT versions of its products, or that such
products will achieve or sustain market acceptance. The occurrence of product
conversion problems or the failure to achieve or sustain market acceptance of
the Windows(TM) NT versions could have a material adverse effect on the
Company's business, financial condition and results of operations.
 
RISKS RELATED TO OUTSOURCING BUSINESS
 
     The Company provides business office outsourcing, including the billing and
collection of receivables. The infrastructure for the Company's outsourcing
business was acquired by the Company from Seton Financial in November 1993, and
the Company typically uses its software products to provide outsourcing
services. As a result, the Company has not been required to make significant
investments since the acquisition of Seton Financial in order to service
existing outsourcing contracts. However, if the Company experiences a period of
substantial expansion in its outsourcing business, the Company may be required
to make substantial investments in capital assets and personnel, and there can
be no assurance that the Company will be able to assess accurately the
investment required and negotiate and perform in a profitable manner any of the
outsourcing contracts it may be awarded. The Company's failure to estimate
accurately the resources and related expenses required for a project or its
failure to complete its contractual obligations in a manner consistent with the
project plan upon which its contract was based could have a material adverse
effect on the Company's business, financial condition and results of operations.
In addition, the Company's failure to meet a client's expectations in the
performance of its services could damage the Company's reputation and adversely
affect its ability to attract new business. Finally, the Company could incur
substantial costs and expend significant resources correcting errors in its
work, and could possibly become liable for damages caused by such errors.
 
GOVERNMENT REGULATION
 
     The FDA is responsible for assuring the safety and effectiveness of medical
devices under the Federal Food, Drug and Cosmetic Act. Computer products are
subject to regulation when they are used or are intended to be used in the
diagnosis of disease or other conditions, or in the cure, mitigation, treatment
or prevention of disease, or are intended to affect the structure or function of
the body. The FDA could determine in the future that any predictive aspects of
the Company's products make them clinical decision tools subject to FDA
regulation. Compliance with these regulations could be burdensome, time
consuming and expensive. The Company also could become subject to future
legislation and regulations concerning the development and marketing of health
care software systems. These could increase the cost and time necessary to
market new products and could affect the Company in other respects not presently
foreseeable. The Company cannot predict the effect of possible future
legislation and regulation.
 
     The confidentiality of patient records and the circumstances under which
such records may be released for inclusion in the Company's databases are
subject to substantial regulation by state governments. These state laws and
regulations govern both the disclosure and the use of confidential patient
medical record information. Although compliance with these laws and regulations
is at present principally the responsibility of the hospital, physician or other
health care provider, regulations governing patient confidentiality rights are
evolving rapidly. Additional legislation governing the dissemination of medical
record information has been proposed at both the state and federal level. This
legislation may require holders of such information to implement security
measures that may require substantial expenditures by the Company. There can be
no assurance that changes to state or federal laws will not materially restrict
the ability of health care providers to submit information from patient records
using the Company's products.
 
                                       11
<PAGE>   13
 
UNCERTAINTY IN THE HEALTH CARE INDUSTRY
 
     The health care industry is subject to changing political, economic and
regulatory influences that may affect the procurement practices and operation of
health care organizations. Changes in current health care financing and
reimbursement systems could result in the need for unplanned product
enhancements, in delays or cancellations of product orders or shipments or in
the revocation of endorsement of the Company's products by hospital associations
or other customers. Any of such occurrences could have a material adverse effect
on the Company's business, financial condition and results of operations. During
the past several years, the United States health care industry has been subject
to an increase in governmental regulation of, among other things, reimbursement
rates. Certain proposals to reform the U.S. health care system are periodically
under consideration by Congress. These programs may contain proposals to
increase government involvement in health care and otherwise change the
operating environment for the Company's customers. Health care organizations may
react to these proposals and the uncertainty surrounding such proposals by
curtailing or deferring investments in cost containment tools and related
technology such as the Company's products. The Company cannot predict what
impact, if any, such factors might have on its business, financial condition and
results of operations. In addition, many health care providers are consolidating
to create integrated health care delivery systems with greater regional market
power. As a result, these emerging systems could have greater bargaining power,
which may lead to price erosion of the Company's products. The failure of the
Company to maintain adequate price levels would have a material adverse effect
on the Company's business, financial condition and results of operations. Other
legislative or market-driven reforms could have unpredictable effects on the
Company's business, financial condition and results of operations.
 
RISK OF PRODUCT-RELATED CLAIMS
 
     Certain of the Company's products and services relate to the payment or
collection of health care claims. Any failure by employees of the Company or by
the Company's products to accurately process or collect such claims could result
in claims against the Company by its customers. The Company has been and
currently is involved in claims for money damages related to services provided
by its accounts receivable management business. The Company maintains insurance
to protect against certain claims associated with the use of its products, but
there can be no assurance that its insurance coverage would adequately cover any
claim asserted against the Company. A successful claim brought against the
Company in excess of, or excluded from, its insurance coverage could have a
material adverse effect on the Company's business, financial condition and
results of operations. Even unsuccessful claims could result in the Company's
expenditure of funds in litigation and management time and resources. There can
be no assurance that the Company will not be subject to material claims in the
future, that such claims will not result in liability in excess of its insurance
coverage, that the Company's insurance will cover such claims or that
appropriate insurance will continue to be available to the Company in the future
at commercially reasonable rates. In addition, if liability of the Company were
to be established, substantial revisions to its products could be required that
may cause the Company to incur additional unanticipated research and development
expenses.
 
POSSIBLE VOLATILITY OF STOCK PRICE
 
     The stock market historically has experienced volatility which has affected
the market price of securities of many companies and which has sometimes been
unrelated to the operating performance of such companies. The trading price of
the Company's Common Stock could also be subject to significant fluctuations in
response to variations in quarterly results of operations, announcements of new
products or acquisitions by the Company or its competitors, governmental
regulatory action, other developments or disputes with respect to proprietary
rights, general trends in the industry and overall market conditions, and other
factors. The market price may also be affected by movements in prices of equity
securities in general.
 
                                       12
<PAGE>   14
 
ITEM 13.  EXHIBITS AND REPORTS ON FORM 8-K.
 
(A) EXHIBITS.
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DOCUMENT DESCRIPTION
------   ------------------------------------------------------------------------------------
<S>      <C>
 2.1     Form of Agreement and Plan of Merger by and between QuadraMed Corporation, a
         Delaware corporation and QuadraMed Corporation, a California corporation.(1)
 2.2     Assets Purchase Agreement dated December 31, 1995, by and among QuadraMed
         Acquisition Corporation, Kaden Arnone, Inc. and its stockholders.(1)
 2.3     Exchange Agreement dated June 25, 1996, by and among QuadraMed Holdings, Inc.,
         QuadraMed Corporation, and certain stockholders listed on Schedule A thereto.(1)
 2.4     Acquisition Agreement and Plan of Merger dated December 2, 1996, between the Company
         and InterMed Acquisition Corporation, a wholly owned subsidiary of the Company and
         InterMed Healthcare Systems Inc. and its Stockholders.(2)
 3.1     Reserved.
 3.2     Second Amended and Restated Certificate of Incorporation of the Company.(1)
 3.3     Reserved.
 3.4     Amended and Restated Bylaws of the Company.(1)
 4.1     Reference is made to Exhibits 3.2 and 3.4.(1)
 4.2     Form of Common Stock certificate.(1)
 4.3     Form of Exchange Agreement dated March 16, 1994, by and among the Company, THCS
         Holding, Inc. and certain stockholders listed on Schedule A thereto.(1)
 4.4     Reserved.
 4.5     Reserved.
 4.6     Reserved.
 4.7     Amended and Restated Agreement Regarding Adjustment Shares dated June 25, 1996, by
         and among the Company, QuadraNet Corporation and the individuals listed on Schedule
         A thereto.(1)
 4.8     Amended and Restated Shareholder Rights Agreement dated June 25, 1996, by and
         between the Company and the investors listed on Schedule A thereto.(1)
 4.9     Stock Purchase Warrant dated September 27, 1995 issued to James D. Durham.(1)
 4.10    Stock Purchase Warrant dated June 26, 1996 issued to James D. Durham.(1)
 4.11    Form of Warrant to Purchase Common Stock.(1)
 4.12    Reserved.
10.1     1996 Stock Incentive Plan of the Company.(1)
10.2     1996 Employee Stock Purchase Plan of the Company.(1)
10.3     Summary Plan Description, QuadraMed Corporation 401(k) Plan.(1)
10.4     Form of Indemnification Agreement to be entered into between the Company and its
         directors and executive officers.(1)
10.5     Reserved.
10.6     Lease dated February 26, 1996 for facilities located at 1345 Campus Parkway,
         Building M, Block #930, Lot #51.02, Neptune, New Jersey.(1)
10.7     Lease dated May 23, 1994 for facilities located at 80 East Sir Francis Drake
         Boulevard, Suite 2A, Larkspur, California.(1)
10.8     Lease Agreement dated December 14, 1989 for facilities located at 1130 East Shaw
         Avenue, Suites 108 and 209, Fresno, California.(1)
</TABLE>
 
                                       13
<PAGE>   15
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DOCUMENT DESCRIPTION
------   ------------------------------------------------------------------------------------
<S>      <C>
10.9     Reserved.
10.10    Stock Purchase Agreement dated March 3, 1994, by and between the Company and James
         D. Durham.(1)
10.11    Letter dated April 17, 1995 from James D. Durham, as President and Chief Executive
         Officer of QuadraMed Corporation, to John V. Cracchiolo regarding terms of
         employment.(1)
10.12    Letter dated March 14, 1996 from James D. Durham, as President and Chief Executive
         Officer of QuadraMed Corporation, to Robert Burrows regarding terms of
         employment.(1)
10.13    Letter from Walter Channing to Thomas McNulty effective December 1995, regarding
         service as Chairman of the Board of Directors.(1)
10.14    Agreement dated May 11, 1994, by and between Colson Investments and the Company.
10.15    Credit Terms and Conditions dated January 18, 1996, by and between Imperial Bank and
         the Company, with addendum thereto.(1)
10.16    Security and Loan Agreement (Accounts Receivable) dated January 18, 1996, by and
         between Imperial Bank and the Company.(1)
10.16.1  Amendment No. 1, dated September 5, 1996, to Security and Loan Agreement (Accounts
         Receivable) dated January 18, 1996, by and between Imperial Bank and the Company.(3)
10.17    General Security Agreement (Tangible and Intangible Personal Property) dated January
         18, 1996, by and between Imperial Bank and the Company.(1)
10.18    ERA/Secondary Billing and Claimstar Licenses Agreement dated April 10, 1995, by and
         between the Company and Blue Cross of California, as amended by the Second Amendment
         dated April 19, 1995.(1)
10.19    Cooperative Agreement dated June 30, 1995, by and between The Compucare Company and
         the Company, with Amendment thereto.(1)
10.20    Agreement dated April 1, 1995, by and between the Company and National Electronic
         Information Corporation (now Envoy Corporation).(1)
10.21    QuadraMed Corporation Cooperative Marketing Agreement dated August 15, 1995, by and
         between the Company and Health Systems Design Corporation.(1)
10.22    Agreement to Market QuadraMed Software dated June 1, 1996 between the Company and
         Health Communication Services, Inc.(1)
10.23    Joint Marketing and Services Agreement dated November 1, 1995, by and between
         QuadraMed Acquisition Corporation, the Company and Kaden Arnone, Inc.(1)
10.24    License Agreement dated November 1, 1994, by and between the Company and
         Learned-Mahn, Inc.(1)
10.25    Master Agreement dated June 1, 1995, by and between Premier Health Alliance, Inc.
         and the Company.(1)
10.26    Agreement dated October 3, 1995, by and between Shared Services Healthcare, Inc. and
         the Company.(1)
10.27    Letter Agreement dated March 3, 1994 by and between NJUP Plus and the Company.
10.28    Endorsement Agreement dated November 1, 1994, by and between ServiShare of Iowa and
         the Company, relating to ContraQ.(1)
10.29    Endorsement Agreement dated November 1, 1994, by and between ServiShare of Iowa and
         the Company, relating to ClaimStar.(1)
10.30    Memorandum of Understanding dated October 24, 1995, by and between the Company and
         St Anthony Publishing. Inc. (now NexUS Capital Healthcare Information Corp.).(1)
</TABLE>
 
                                       14
<PAGE>   16
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DOCUMENT DESCRIPTION
------   ------------------------------------------------------------------------------------
<S>      <C>
10.31    Software Development Agreement dated August 3, 1995, by and between St. Joseph's
         Hospital of Atlanta, Inc. and the Company.(1)
10.32    Letter Agreement dated December 27, 1995, by and between the Company and UniHealth,
         with related Joint Development Proposal for a Capitation Management System dated
         October 20, 1995.(1)
10.33    Employment Agreement dated December 5, 1996 by and between Kevin H. Arner and
         InterMed Acquisition Corporation.(4)
10.34    Letter dated March 6, 1997 from James D. Durham, as President and Chief Executive
         Officer of QuadraMed Corporation, to Keith M. Roberts regarding terms of employment.
10.35    Employment Agreement dated December 19, 1996 by and between Frederick Stodolak and
         the Company.
10.36    Letter dated January 1, 1997 from the Company to James D. Durham regarding terms of
         employment.
11.1     Calculation of Net Income (Loss) Per Share.
23.1     Consent of Arthur Andersen LLP, Independent Public Accountants, dated March 28,
         1997.
21.1     Subsidiaries of the Company.(1)
27.1     Financial Data Schedule.
</TABLE>
 
---------------
(1) Incorporated herein by reference from the exhibit with the same number to
    the Company's Registration Statement on Form SB-2, No. 333-5180-LA, as filed
    with the Commission on June 28, 1996, as amended by Amendment No. 1,
    Amendment No. 2 and Amendment No. 3 thereto, as filed with the Commission on
    July 26, 1996, September 9, 1996, and October 2, 1996, respectively
    (collectively "Form SB-2").
 
(2) Incorporated herein by reference from the exhibit with the same number to
    the Company's Current Report on Form 8-K, as filed with the Commission on
    January 9, 1997.
 
(3) Incorporated herein by reference from Exhibit 10.16 to the Company's
    Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996, as
    filed with the Commission on November 14, 1996.
 
(4) Incorporated herein by reference from Exhibit 10.32 to the Company's Current
    Report on Form 8-K, as filed with the Commission on January 9, 1997.
 
(B) REPORTS ON FORM 8-K.
 
     No reports on Form 8-K were filed during the fourth quarter of the fiscal
year ended December 31, 1996.
 
     The Company filed a report on Form 8-K on January 9, 1996 in which it
reported the acquisition and merger of InterMed Healthcare Systems Inc. through
the Company's wholly owned subsidiary InterMed Acquisition Corporation.
 
                                       15
<PAGE>   17
 
                                   SIGNATURES
 
     Pursuant to the requirements of Section 13 or 15(d) of the Securities
Exchange Act of 1934, the registrant has duly caused this amendment to be signed
on its behalf by the undersigned, thereunto duly authorized.
 
                                          QUADRAMED CORPORATION
 
                                          By:       /s/ JAMES D. DURHAM
 
                                            ------------------------------------
                                            James D. Durham
                                            Chief Executive Officer, President
                                            and Chairman of the Board
Dated: April 18, 1997
 
                                       16
<PAGE>   18
 
                                 EXHIBIT INDEX
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DOCUMENT DESCRIPTION
------   ------------------------------------------------------------------------------------
<S>      <C>
 2.1     Form of Agreement and Plan of Merger by and between QuadraMed Corporation, a
         Delaware corporation and QuadraMed Corporation, a California corporation.(1)
 2.2     Assets Purchase Agreement dated December 31, 1995, by and among QuadraMed
         Acquisition Corporation, Kaden Arnone, Inc. and its stockholders.(1)
 2.3     Exchange Agreement dated June 25, 1996, by and among QuadraMed Holdings, Inc.,
         QuadraMed Corporation, and certain stockholders listed on Schedule A thereto.(1)
 2.4     Acquisition Agreement and Plan of Merger dated December 2, 1996, between the Company
         and InterMed Acquisition Corporation, a wholly owned subsidiary of the Company and
         InterMed Healthcare Systems Inc. and its Stockholders.(2)
 3.1     Reserved.
 3.2     Second Amended and Restated Certificate of Incorporation of the Company.(1)
 3.3     Reserved.
 3.4     Amended and Restated Bylaws of the Company.(1)
 4.1     Reference is made to Exhibits 3.2 and 3.4.(1)
 4.2     Form of Common Stock certificate.(1)
 4.3     Form of Exchange Agreement dated March 16, 1994, by and among the Company, THCS
         Holding, Inc. and certain stockholders listed on Schedule A thereto.(1)
 4.4     Reserved.
 4.5     Reserved.
 4.6     Reserved.
 4.7     Amended and Restated Agreement Regarding Adjustment Shares dated June 25, 1996, by
         and among the Company, QuadraNet Corporation and the individuals listed on Schedule
         A thereto.(1)
 4.8     Amended and Restated Shareholder Rights Agreement dated June 25, 1996, by and
         between the Company and the investors listed on Schedule A thereto.(1)
 4.9     Stock Purchase Warrant dated September 27, 1995 issued to James D. Durham.(1)
 4.10    Stock Purchase Warrant dated June 26, 1996 issued to James D. Durham.(1)
 4.11    Form of Warrant to Purchase Common Stock.(1)
 4.12    Reserved.
10.1     1996 Stock Incentive Plan of the Company.(1)
10.2     1996 Employee Stock Purchase Plan of the Company.(1)
10.3     Summary Plan Description, QuadraMed Corporation 401(k) Plan.(1)
10.4     Form of Indemnification Agreement to be entered into between the Company and its
         directors and executive officers.(1)
10.5     Reserved.
10.6     Lease dated February 26, 1996 for facilities located at 1345 Campus Parkway,
         Building M, Block #930, Lot #51.02, Neptune, New Jersey.(1)
10.7     Lease dated May 23, 1994 for facilities located at 80 East Sir Francis Drake
         Boulevard, Suite 2A, Larkspur, California.(1)
10.8     Lease Agreement dated December 14, 1989 for facilities located at 1130 East Shaw
         Avenue, Suites 108 and 209, Fresno, California.(1)
</TABLE>
 
                                       17
<PAGE>   19
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DOCUMENT DESCRIPTION
------   ------------------------------------------------------------------------------------
<S>      <C>
10.9     Reserved.
10.10    Stock Purchase Agreement dated March 3, 1994, by and between the Company and James
         D. Durham.(1)
10.11    Letter dated April 17, 1995 from James D. Durham, as President and Chief Executive
         Officer of QuadraMed Corporation, to John V. Cracchiolo regarding terms of
         employment.(1)
10.12    Letter dated March 14, 1996 from James D. Durham, as President and Chief Executive
         Officer of QuadraMed Corporation, to Robert Burrows regarding terms of
         employment.(1)
10.13    Letter from Walter Channing to Thomas McNulty effective December 1995, regarding
         service as Chairman of the Board of Directors.(1)
10.14    Agreement dated May 11, 1994, by and between Colson Investments and the Company.
10.15    Credit Terms and Conditions dated January 18, 1996, by and between Imperial Bank and
         the Company, with addendum thereto.(1)
10.16    Security and Loan Agreement (Accounts Receivable) dated January 18, 1996, by and
         between Imperial Bank and the Company.(1)
10.16.1  Amendment No. 1, dated September 5, 1996, to Security and Loan Agreement (Accounts
         Receivable) dated January 18, 1996, by and between Imperial Bank and the Company.(3)
10.17    General Security Agreement (Tangible and Intangible Personal Property) dated January
         18, 1996, by and between Imperial Bank and the Company.(1)
10.18    ERA/Secondary Billing and Claimstar Licenses Agreement dated April 10, 1995, by and
         between the Company and Blue Cross of California, as amended by the Second Amendment
         dated April 19, 1995.(1)
10.19    Cooperative Agreement dated June 30, 1995, by and between The Compucare Company and
         the Company, with Amendment thereto.(1)
10.20    Agreement dated April 1, 1995, by and between the Company and National Electronic
         Information Corporation (now Envoy Corporation).(1)
10.21    QuadraMed Corporation Cooperative Marketing Agreement dated August 15, 1995, by and
         between the Company and Health Systems Design Corporation.(1)
10.22    Agreement to Market QuadraMed Software dated June 1, 1996 between the Company and
         Health Communication Services, Inc.(1)
10.23    Joint Marketing and Services Agreement dated November 1, 1995, by and between
         QuadraMed Acquisition Corporation, the Company and Kaden Arnone, Inc.(1)
10.24    License Agreement dated November 1, 1994, by and between the Company and
         Learned-Mahn, Inc.(1)
10.25    Master Agreement dated June 1, 1995, by and between Premier Health Alliance, Inc.
         and the Company.(1)
10.26    Agreement dated October 3, 1995, by and between Shared Services Healthcare, Inc. and
         the Company.(1)
10.27    Letter Agreement dated March 3, 1994 by and between NJUP Plus and the Company.
10.28    Endorsement Agreement dated November 1, 1994, by and between ServiShare of Iowa and
         the Company, relating to ContraQ.(1)
10.29    Endorsement Agreement dated November 1, 1994, by and between ServiShare of Iowa and
         the Company, relating to ClaimStar.(1)
10.30    Memorandum of Understanding dated October 24, 1995, by and between the Company and
         St Anthony Publishing. Inc. (now NexUS Capital Healthcare Information Corp.).(1)
</TABLE>
 
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<PAGE>   20
 
<TABLE>
<CAPTION>
EXHIBIT
NUMBER                                   DOCUMENT DESCRIPTION
------   ------------------------------------------------------------------------------------
<S>      <C>
10.31    Software Development Agreement dated August 3, 1995, by and between St. Joseph's
         Hospital of Atlanta, Inc. and the Company.(1)
10.32    Letter Agreement dated December 27, 1995, by and between the Company and UniHealth,
         with related Joint Development Proposal for a Capitation Management System dated
         October 20, 1995.(1)
10.33    Employment Agreement dated December 5, 1996 by and between Kevin H. Arner and
         InterMed Acquisition Corporation.(4)
10.34    Letter dated March 6, 1997 from James D. Durham, as President and Chief Executive
         Officer of QuadraMed Corporation, to Keith M. Roberts regarding terms of employment.
10.35    Employment Agreement dated December 19, 1996 by and between Frederick Stodolak and
         the Company.
10.36    Letter dated January 1, 1997 from the Company to James D. Durham regarding terms of
         employment.
11.1     Calculation of Net Income (Loss) Per Share.
23.1     Consent of Arthur Andersen LLP, Independent Public Accountants, dated March 28,
         1997.
21.1     Subsidiaries of the Company.(1)
27.1     Financial Data Schedule.
</TABLE>
 
---------------
(1) Incorporated herein by reference from the exhibit with the same number to
    the Company's Registration Statement on Form SB-2, No. 333-5180-LA, as filed
    with the Commission on June 28, 1996, as amended by Amendment No. 1,
    Amendment No. 2 and Amendment No. 3 thereto, as filed with the Commission on
    July 26, 1996, September 9, 1996, and October 2, 1996, respectively
    (collectively "Form SB-2").
 
(2) Incorporated herein by reference from the exhibit with the same number to
    the Company's Current Report on Form 8-K, as filed with the Commission on
    January 9, 1997.
 
(3) Incorporated herein by reference from Exhibit 10.16 to the Company's
    Quarterly Report on Form 10-QSB for the quarter ended September 30, 1996, as
    filed with the Commission on November 14, 1996.
 
(4) Incorporated herein by reference from Exhibit 10.32 to the Company's Current
    Report on Form 8-K, as filed with the Commission on January 9, 1997.
 
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