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) December 30, 2005
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
(Exact name of registrant as specified in its charter)
| Delaware | 000-32085 | 36-4392754 | ||
| (State or other jurisdiction of incorporation) |
(Commission File Number) |
(IRS Employer Identification No.) |
222 Merchandise Mart, Suite 2024
Chicago, IL 60654
Registrant’s telephone number, including area code (312) 506-1200.
N/A
(Former name or former address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):
| ¨ | Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
| ¨ | Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
| ¨ | Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
| ¨ | Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c)) |
| Item 1.01. | Entry into a Material Definitive Agreement. |
On December 30, 2005, Allscripts Healthcare Solutions, Inc. (“the Company”) reported that its Board of Directors approved a plan to accelerate the vesting of approximately 1.3 million stock options that are due to fully vest by August 1, 2007 and were awarded under the Company’s stock option plans that would otherwise be unvested on December 31, 2005. Of the accelerated options, 364,583 stock options are held by our Chief Executive Officer, President, Chief Financial Officer, and Chief Operating Officer. By accelerating the vesting of the options and recording compensation expense of approximately $0.6 million in the 4th quarter, the Company estimates that approximately $5.6 million of future compensation expense will be eliminated. This information and the accompanying press release were disseminated on December 30, 2005 in a manner designed to provide broad, non-exclusionary distribution of the information to the public.
The information contained in the press release is incorporated herein by reference and is filed as Exhibit 99.1 hereto.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized.
| ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ||||||||
| Date: December 30, 2005 | By: | /S/ WILLIAM J. DAVIS | ||||||
| William J. Davis Chief Financial Officer | ||||||||
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EXHIBIT INDEX
The following exhibits are filed herewith:
| Exhibit No. |
||
| 99.1 | Press release dated December 30, 2005 | |
Allscripts Contact:
Bill Davis
Chief Financial Officer
312-506-1211
bill.davis@allscripts.com
Exhibit 99.1
FOR IMMEDIATE RELEASE
Allscripts To Accelerate Vesting of Certain Stock Options
Acceleration to Reduce Future Stock-Based Compensation Expense
CHICAGO, IL—December 30, 2005—Allscripts (Nasdaq: MDRX) today announced that its Board of Directors has approved a plan to accelerate vesting of certain options awarded under the Company’s stock option plans.
Under the plan, options that were originally due to vest between January 1, 2006 and August 1, 2007, would become fully vested on December 31, 2005. As a result, the Company will recognize additional non-cash, non-recurring stock-based compensation expense amounting to approximately $0.6 million, which will be reflected in the Company’s fourth quarter 2005 net income. The Company estimates that it will avoid having to recognize future compensation expense of approximately $5.6 million under the new accounting rules SFAS 123(R), which becomes effective January 1, 2006.
“Upon adoption, SFAS 123(R) requires that compensation expense associated with stock options be recognized in the income statement rather than as a footnote disclosure,” stated Bill Davis, Chief Financial Officer of Allscripts. “As discussed during our third quarter 2005 conference call, we have been considering accelerating the vesting of certain options and now we are moving forward with that plan. This practice of accelerating stock options has been instituted by many companies in order to reduce future stock-based compensation expense and we took this action because we believe it is in the best interest of the company and our shareholders.”
As a result of the Board’s action, unvested stock options to purchase approximately 1.3 million shares of the Company’s common stock will become exercisable effective on December 31, 2005. The exercise prices of the affected stock options range from $2.77 to $10.67 per share. The acceleration of vesting will not change the exercise prices or terms of the options, nor will there be any tax implications for federal income tax purposes.
About Allscripts
Allscripts is the leading provider of clinical software, connectivity and information solutions that physicians use to improve healthcare. The Company provides unique solutions that inform, connect and transform healthcare. The Clinical Solutions Group’s award-winning clinical software applications include Electronic Health Record, e-prescribing and document imaging solutions. Allscripts’ Physicians Interactive Group provides clinical product education and
connectivity solutions for physicians and patients. The Company’s Medication Services Group provides medication fulfillment services. To learn more, visit Allscripts 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 2004 Annual Report on Form 10-K, available through the Web site maintained by the Securities and Exchange Commission at www.sec.gov.