UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
Current Report
Pursuant To Section 13 Or 15(d) of
The Securities Exchange Act Of 1934
Date of Report (Date of earliest event reported): April 12, 2004
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
(Exact name of Registrant as specified in its charter)
| Delaware | 000-32085 | 36-4392754 | ||
| (State or other jurisdiction of incorporation or organization) |
(Commission File Number) | (I.R.S. Employer Identification No.) |
2401 Commerce Drive
Libertyville, Illinois 60048
(Address of principal executive offices and zip code)
Registrant’s telephone number including area code: (847) 680-3515
(Former name or former address, if changed since last report): Not applicable
Item 4. Changes in Registrant’s Certifying Accountant.
After evaluating several independent audit firms, on April 12, 2004, the audit committee of the Board of Directors of Allscripts Healthcare Solutions, Inc. (“Allscripts” or the “Company”), appointed Grant Thornton LLP as the Company’s independent public accountant for the 2004 fiscal year.
In connection with this action, on April 12, 2004, the Company dismissed KPMG LLP as its independent auditor for the fiscal year that commenced January 1, 2004. During Allscripts’ two most recent fiscal years, the opinion of KPMG did not contain an adverse opinion or disclaimer of opinion and was not qualified or modified as to uncertainty, audit scope, or accounting principles, except as follows: KPMG’s report on the consolidated financial statements of Allscripts Healthcare Solutions, Inc. and subsidiaries as of and for the years ended December 31, 2003 and 2002, contained a separate paragraph stating, “as discussed in Notes 2 and 5 to the consolidated financial statements, the Company adopted the provisions of Statement of Financial Accounting Standards No. 142, “Goodwill and Other Intangible Assets,” on January 1, 2002.”
During Allscripts’ two fiscal years ended December 31, 2002 and 2003, and in the interim period from January 1, 2004 through April 12, 2004, there were no disagreements with KPMG on any matter of accounting principles or practices, financial statement disclosure, or auditing scope or procedure, which disagreements, if not resolved to the satisfaction of KPMG, would have caused them to make reference thereto in their report of the financial statements for those years. Additionally, during this time frame there were no “reportable events” as defined in Item 304(a)(1)(v) of Regulation S-K promulgated under the Securities Exchange Act of 1934.
The audit committee requested KPMG to furnish it a letter addressed to the Securities and Exchange Commission stating whether it agrees with the above statements. A copy of that letter, dated April 16, 2004 is filed as Exhibit 16.1 to this Form 8-K.
During the years ended December 31, 2002 and 2003, through April 12, 2004 (the date Grant Thornton LLP was appointed), neither Allscripts nor the audit committee consulted Grant Thornton LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on our financial statements, or any other matters or reportable events as defined in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
| (c) | Exhibits. |
| 16.1 | Letter from KPMG LLP to the Securities and Exchange Commission dated April 16, 2004, regarding change in certifying accountant. |
| 99.1 | Press Release issued April 16, 2004. |
Item 9. Regulation FD Disclosure.
On April 16, 2004, Allscripts issued a press release that announced its change in independent public accountant for the 2004 fiscal year and the date of its earnings release for the quarter ended March 31, 2004. Further details are described in the press release issued on April 16, 2004, which is furnished as Exhibit 99.1 hereto and incorporated by reference herein. Such press release shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended, or otherwise subject to the liabilities of that section, and shall not be incorporated by reference into any registration statement pursuant to the Securities Act of 1933, as amended.
SIGNATURE
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.
| ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ||
| (Registrant) | ||
| By: | /s/ William J. Davis | |
| William J. Davis | ||
| Chief Financial Officer | ||
Dated: April 16, 2004
Exhibit 16.1
April 16, 2004
Securities and Exchange Commission
Washington, D.C. 20549
Ladies and Gentlemen:
We were previously principal accountants for Allscripts Healthcare Solutions, Inc. (Allscripts or the Company), and under the date of February 19, 2004, we reported on the consolidated financial statements of the Company as of and for the years ended December 31, 2003 and 2002. On April 12, 2004, our appointment as principal accountant was terminated. We have read the Company’s statements included under Item 4 of its Form 8-K dated April 16, 2004, and we agree with such statements, except that we are not in a position to agree or disagree with Allscripts Healthcare Solution Inc.’s statement that after evaluating several independent audit firms, on April 12, 2004, the audit committee of the Board of Directors of Allscripts Healthcare Solutions, Inc., appointed Grant Thornton LLP as the Company’s independent public accountant for the 2004 fiscal year or its statement that during the years ended December 31, 2002 and 2003, through April 12, 2004 (the date Grant Thornton LLP was appointed), neither Allscripts nor the audit committee consulted Grant Thornton LLP with respect to the application of accounting principles to a specified transaction, either completed or proposed, or the type of audit opinion that might be rendered on the Company’s financial statements, or any other matters or reportable events as defined in Items 304(a)(2)(i) and (ii) of Regulation S-K.
Very truly yours,
/s/ KPMG LLP
Exhibit 99.1
| Allscripts Healthcare Solutions Contacts: | ||
| Bill Davis | Dan Michelson | |
| Chief Financial Officer | Chief Marketing Officer | |
| 847-680-3515, Ext. 282 | 847-680-3515, Ext. 4330 | |
| bill.davis@allscripts.com | dan.michelson@allscripts.com |
FOR IMMEDIATE RELEASE
Allscripts Appoints New Independent Accountants
Company to Announce 2004 First Quarter Results on May 5
CHICAGO, IL – April 16, 2004 – Allscripts Healthcare Solutions (Nasdaq: MDRX), the leading provider of clinical software, connectivity and information solutions for physicians, today announced that it has named Grant Thornton LLP (Grant Thornton) as its independent accountants. The Audit Committee of the Allscripts Board of Directors made the appointment following an evaluation of several independent audit firms capable of serving Allscripts Healthcare Solutions.
“Grant Thornton is a highly respected firm with an outstanding reputation for providing high quality independent audit services in the public and technology sectors,” stated Bill Davis, Chief Financial Officer of Allscripts. “We believe that Grant Thornton’s focus on mid-cap companies will ultimately provide us with a cost-effective, efficient audit from a firm with extensive experience in understanding those issues unique to the software industry.”
Grant Thornton will replace KPMG LLP. The decision to change auditors was not caused by any disagreement between Allscripts Healthcare Solutions and KPMG on any matter of accounting principles or practices, financial disclosure statement, or auditing scope or procedure.
The Company also announced that it will report its 2004 first quarter results after the market closes on Wednesday, May 5, 2004. Allscripts management will host a conference call and webcast to discuss the Company’s earnings and other information at 4:30 PM Eastern Time.
The earnings news release will be distributed via BusinessWire immediately after the market closes the afternoon of May 5, 2004. The release will also be available on the Company’s web site at www.allscripts.com. To listen to the conference call broadcast, participants may log onto www.allscripts.com. Participants should log onto the web site approximately 15 minutes prior to the conference call to download and install any necessary software. The conference call also can be accessed by dialing 1-800-374-0526. A Microsoft Windows Media Player web replay will be available 3 hours after the conclusion of the call for a period of 2 weeks at www.allscripts.com or by calling 1-800-642-1687, ID # 6901404.
Allscripts Healthcare Solutions (AHS) is the leading provider of clinical software, connectivity and information solutions for physicians. The Company’s TouchWorks™ software is a modular Electronic Medical Record (EMR) that enhances physician productivity by automating the most common physician activities including prescribing, dictating, capturing charges, ordering labs and
viewing results, providing patient education, and documenting clinical encounters. TouchWorks is available on the latest Tablet PCs, wireless handheld devices, desktop workstations and over the Internet. AHS also offers electronic document imaging and scanning solutions through its Advanced Imaging Concepts subsidiary. Additionally, AHS provides healthcare product education and market research programs for physicians through its Physicians Interactive™ unit and medication fulfillment services through its Allscripts Direct™ unit.
Strategic partners include IDX Systems (Nasdaq: IDXC); IMS Health (NYSE: RX); Microsoft; Hewlett-Packard Company; and Medco Health.
TouchWorks, Physicians Interactive, and Allscripts Direct are trademarks of Allscripts Healthcare Solutions. Visit AHS on the web at www.allscripts.com.
This announcement may contain forward-looking statements about Allscripts Healthcare Solutions that involve risks and uncertainties. These statements are developed by combining currently available information with Allscripts beliefs and assumptions. Forward-looking statements do not guarantee future performance. Because Allscripts cannot predict all of the risks and uncertainties that may affect it, or control the ones it does predict, Allscripts’ actual results may be materially different from the results expressed in its forward-looking statements. For a more complete discussion of the risks, uncertainties and assumptions that may affect Allscripts, see the Company’s 2003 Annual Report on Form 10-K, available through the web site maintained by the Securities and Exchange Commission at www.sec.gov.
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