As filed with the Securities and Exchange Commission on June 23, 2006

Registration No. 333-            

 

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SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

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FORM S-8

REGISTRATION STATEMENT UNDER

THE SECURITIES ACT OF 1933

 

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Allscripts Healthcare Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

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Delaware		36-4392754
(State or Other Jurisdiction of Incorporation or Organization)		(I.R.S. Employer Identification No.)

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

(Address of Principal Executive Offices)

 

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Allscripts Healthcare Solutions, Inc.

Amended and Restated 1993 Stock Incentive Plan

Allscripts Healthcare Solutions, Inc.

Employee Stock Purchase Plan

(Full Title of the Plans)

 

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Glen E. Tullman

Chairman and Chief Executive Officer

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

(312) 506-1262

(Name, Address, and Telephone Number, Including Area Code, of Agent for Service)

 

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Copy to:

Brian Vandenberg, Esq.

Vice President and General Counsel

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

(312) 506-1219

 

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CALCULATION OF REGISTRATION FEE

 

Title of Securities To Be Registered		Amount To Be Registered(1)(2)		Proposed Maximum Offering Price Per Share				Proposed Maximum Aggregate Offering Price				Amount of Registration Fee
Common Stock, par value $0.01 per share
1993 Stock Incentive Plan
—Issuable pursuant to outstanding options		1,100,498 shares		$	7.19(3	)		$	7,912,580.62(3	)		$	846.65
—Reserved and not subject to outstanding awards		599,502 shares		$	16.38(4	)		$	9,819,842.76(4	)		$	1,050.72
Employee Stock Purchase Plan
—Reserved and not subject to outstanding options		250,000 shares		$	16.38(4	)		$	4,095,000.00(4	)		$	438.17
		1,950,000 shares										$	2,335.54

 

(1)	Includes 1,700,000 shares issuable pursuant to the Allscripts Healthcare Solutions, Inc. Amended and Restated 1993 Stock Incentive Plan and 250,000 shares issuable pursuant to the Allscripts Healthcare Solutions, Inc. Employee Stock Purchase Plan.

(2)

This Registration Statement also covers such additional and indeterminate number of shares as may become issuable because of the provisions of the Allscripts Healthcare Solutions, Inc. Amended and Restated 1993 Stock Incentive Plan or the Allscripts Healthcare Solutions, Inc. Employee Stock Purchase Plan relating to adjustments for changes resulting from a stock dividend, stock split or similar change.

(3)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(h) under the Securities Act of 1933, as amended, based upon the weighted average exercise price per share.

(4)	Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(c) and (h) under the Securities Act of 1933, as amended, based upon the average of the high and low prices of the Common Stock on the Nasdaq National Market on June 22, 2006.

 

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REGISTRATION OF ADDITIONAL SECURITIES

INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

This Registration Statement relates, in part, to the registration of 1.7 million additional shares of common stock, $0.01 par value per share, of the Registrant to be offered pursuant to the Registrant’s Amended and Restated 1993 Stock Incentive Plan, as indicated on the facing sheet hereof. Pursuant to General Instruction E to Form S-8, regarding the registration of additional shares, the Registrant hereby incorporates herein by reference the Registration Statements on Form S-8 relating to the Registrant’s Amended and Restated 1993 Stock Incentive Plan filed by the Registrant with the Securities and Exchange Commission on April 19, 2001 (SEC file no. 333-59212) and April 9, 2003 (SEC file no. 333-104416).

PART II

INFORMATION REQUIRED IN THE REGISTRATION STATEMENT

Item 3. Incorporation of Documents by Reference.

The following documents are incorporated by reference herein:

 

(a)

The Registrant’s annual report on Form 10-K for the year ended December 31, 2005;

 

(b)

The Registrant’s quarterly report on Form 10-Q for the quarterly period ended March 31, 2006;

 

(c)

The Registrant’s current reports on Form 8-K filed on January 19, 2006, January 23, 2006 (that contained Items 1.01, 3.02 and 9.01 disclosures), February 10, 2006, February 13, 2006, February 21, 2006, February 24, 2006, March 8, 2006 and April 14, 2006;

 

(d)

All other reports filed by the Registrant pursuant to Section 13(a) or 15(d) of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), since December 31, 2005; and

 

(e)

The description of Registrant’s common stock contained in the Registrant’s Registration Statement on Form S-4 (Registration No. 333-49568) filed with the Securities and Exchange Commission on November 8, 2000, including any amendment filed for the purpose of updating such description.

All documents filed by the Registrant pursuant to Section 13(a), 13(c), 14, or 15(d) of the Exchange Act, after the date of this Registration Statement and prior to the filing of a post-effective amendment which indicates that all securities offered hereby have been sold or which deregisters all securities then remaining unsold are deemed to be incorporated by reference into this Registration Statement and to be a part hereof from the respective dates of filing of such documents (such documents, and the documents enumerated above, being hereinafter referred to as “Incorporated Documents”).

Any statement contained in an Incorporated Document shall be deemed to be modified or superseded for purposes of this Registration Statement to the extent that a statement contained herein or in any other subsequently filed Incorporated Document modifies or supersedes such statement. Any such statement so modified or superseded shall not be deemed, except as so modified or superseded, to constitute a part of this Registration Statement.

Item 4. Description of Securities.

Not applicable.

Item 5. Interests of Named Experts and Counsel.

Not applicable.

 

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Item 6. Indemnification of Directors and Officers.

Under the Delaware General Corporation Law and the Registrant’s amended and restated certificate of incorporation, as amended, the Registrant is required, subject to some limitations and to the fullest extent authorized by law, to indemnify its directors and officers against expenses, including attorneys’ fees, judgments, fines, ERISA excise taxes or penalties and certain settlements, actually and reasonably incurred by them in connection with any action, suit or proceeding to which they are a party or are threatened to be made a party or are otherwise involved by reason of the fact that they are a director or officer of the Registrant or were serving at the Registrant’s request as a director, officer, employee or agent of another entity so long as they acted in good faith and in a manner reasonably believed to be in or not opposed to the best interests of the Registrant. The Registrant’s amended and restated certificate of incorporation, as amended, also provides that no director will be personally liable to the Registrant or its stockholders for monetary damages for any breach of fiduciary duty as a director, except as otherwise provided under Delaware law.

Section 102 of the Delaware General Corporation Law (“DGCL”) permits a Delaware corporation to include in its certificate of incorporation a provision eliminating or limiting a director’s liability to a corporation or its stockholders for monetary damages for breach of fiduciary duty as a director. Section 102 of the DGCL provides, however, that liability for breach of the duty of loyalty, acts or omissions not in good faith or involving intentional misconduct or a knowing violation of law, the unlawful purchase or redemption of stock or unlawful payment of dividends or any transaction from which the director derived an improper personal benefit cannot be eliminated or limited in this manner. The Registrant’s certificate of incorporation, as amended, includes a provision that eliminates, to the fullest extent permitted by applicable law, director liability for monetary damages for breach of fiduciary duty.

In addition, the Registrant has purchased directors and officers liability insurance. Some of the Registrant’s directors also are indemnified by third parties with which they are affiliated against liabilities that such directors may incur in their capacities as directors of the Registrant.

Item 7. Exemption from Registration Claimed.

Not applicable.

Item 8. Exhibits.

The Exhibits accompanying this Registration Statement are listed on the accompanying Exhibit Index.

Item 9. Undertakings.

(a) The undersigned Registrant hereby undertakes:

(1) To file, during any period in which offers or sales are being made, a post-effective amendment to this Registration Statement:

(i) To include any prospectus required by Section 10(a)(3) of the Securities Act of 1933, as amended (the “Securities Act”);

(ii) To reflect in the prospectus any facts or events arising after the effective date of this Registration Statement (or the most recent post-effective amendment thereof) which, individually or in the aggregate, represent a fundamental change in the information set forth in this Registration Statement;

(iii) To include any material information with respect to the plan of distribution not previously disclosed in this Registration Statement or any material change to such information in this Registration Statement;

 

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provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not apply if the information required to be included in a post-effective amendment by those paragraphs is contained in periodic reports filed with or furnished to the Securities and Exchange Commission by the Registrant pursuant to Section 13 or 15(d) of the Exchange Act that are incorporated by reference in this Registration Statement.

(2) That, for the purpose of determining any liability under the Securities Act, each such post-effective amendment shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(3) To remove from registration by means of a post-effective amendment any of the securities being registered which remain unsold at the termination of the offering.

(b) The Registrant hereby undertakes that, for purposes of determining any liability under the Securities Act, each filing of the Registrant’s annual report pursuant to Section 13(a) or 15(d) of the Exchange Act that is incorporated by reference in this Registration Statement shall be deemed to be a new Registration Statement relating to the securities offered therein, and the offering of such securities at that time shall be deemed to be the initial bona fide offering thereof.

(c) Insofar as indemnification for liabilities arising under the Securities Act may be permitted to directors, officers, and controlling persons of the Registrant pursuant to the foregoing provisions, or otherwise, the Registrant has been advised that in the opinion of the Securities and Exchange Commission such indemnification is against public policy as expressed in the Securities Act and is, therefore, unenforceable. In the event that a claim for indemnification against such liabilities (other than the payment by the Registrant of expenses incurred or paid by a director, officer, or controlling person of the Registrant in the successful defense of any action, suit, or proceeding) is asserted by such director, officer, or controlling person in connection with the securities being registered, the Registrant will, unless in the opinion of its counsel the matter has been settled by controlling precedent, submit to a court of appropriate jurisdiction the question whether such indemnification by it is against public policy as expressed in the Securities Act and will be governed by the final adjudication of such issue.

 

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SIGNATURES

Pursuant to the requirements of the Securities Act of 1933, as amended, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Chicago, State of Illinois, on this 23rd day of June, 2006.

 

 

KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned hereby constitutes and appoints, jointly and severally, Lee A. Shapiro and William J. Davis, or either of them (with full power to each of them to act alone), as his true and lawful attorneys-in-fact and agents, each with full power of substitution and resubstitution, for him and on his behalf to sign, execute and file all amendments (including, without limitation, post-effective amendments) to this Registration Statement, and to file the same, with all exhibits thereto and any documents required to be filed with respect therewith, with the Securities and Exchange Commission or any regulatory authority, granting unto such attorneys-in-fact and agents, and each of them, full power and authority to do and perform each and every act and thing requisite and necessary to be done in connection therewith and about the premises in order to effectuate the same as fully to all intents and purposes as he might or could do if personally present, hereby ratifying and confirming all that such attorneys-in-fact and agents, or any of them, or his or their substitute or substitutes, may lawfully do or cause to be done.

Pursuant to the requirements of the Securities Act of 1933, as amended, this Registration Statement has been signed by the following persons in the capacities indicated on this 23rd day of June, 2006.

 

Signatures		Title
/s/ Glen E. Tullman Glen E. Tullman		Chairman and Chief Executive Officer (Principal Executive Officer)
/s/ William J. Davis William J. Davis		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Robert A. Compton Robert A. Compton		Director
/s/ M.L. Gamache M.L. Gamache		Director
/s/ Bernard Goldstein Bernard Goldstein		Director
/s/ Philip D. Green Philip D. Green		Director
/s/ M. Fazle Husain M. Fazle Husain		Director
/s/ Michael J. Kluger Michael J. Kluger		Director
/s/ John P. McConnell John P. McConnell		Director

 

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Exhibit No.			Description
4.1			Restated Certificate of Incorporation of the Registrant.+
4.2			Bylaws of the Registrant (formerly named Allscripts Holding, Inc.).++
4.3			The Registrant’s Amendment and Restatement of Amended and Restated 1993 Stock Incentive Plan. +++
4.4			The Registrant’s Employee Stock Purchase Plan. ++++
5.1	*		Opinion of Sidley Austin LLP regarding legality of securities.
23.1	*		Consent of Sidley Austin LLP (included in Exhibit 5.1 to this Registration Statement).
23.2	*		Consent of Grant Thornton LLP.
23.3	*		Consent of KPMG LLP.
23.4	*		Consent of Deloitte & Touche LLP.
23.5	*		Consent of PricewaterhouseCoopers LLP.
24.1	*		Power of Attorney (included in the Signature Page to this Registration Statement).

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*	Filed herewith.

+	Incorporated herein by reference from the Allscripts Healthcare Solutions, Inc. Registration Statement on Form S-3 filed on November 18, 2005 (SEC file no. 333-129816).

++	Incorporated herein by reference from the Allscripts Healthcare Solutions, Inc. Registration Statement on Form S-4 as part of Amendment No. 1 filed on December 7, 2000 (SEC file no. 333-49568).

+++	Incorporated herein by reference from Appendix B to the Allscripts Healthcare Solutions, Inc. Proxy Statement relating to its 2005 Annual Meeting of Stockholders filed on April 28, 2005.

++++	Incorporated herein by reference from Appendix B to the Allscripts Healthcare Solutions, Inc. Proxy Statement relating to its 2006 Annual Meeting of Stockholders filed on April 27, 2006.

EXHIBIT 5.1

 

		SIDLEY AUSTIN LLP 555 CALIFORNIA STREET SAN FRANCISCO, CA 94104     (415) 772 1200 (415) 772 7400 FAX		BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT		GENEVA HONG KONG LONDON LOS ANGELES     NEW YORK		SAN FRANCISCO SHANGHAI SINGAPORE TOKYO WASHINGTON, DC
				FOUNDED 1866

June 23, 2006

Allscripts Healthcare Solutions, Inc.

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

 

Re:	Allscripts Healthcare Solutions, Inc.

Registration Statement on Form S-8

Ladies and Gentlemen:

We refer to the Registration Statement on Form S-8 (the “Registration Statement”) being filed by Allscripts Healthcare Solutions, Inc., a Delaware corporation (the “Company”), with the Securities and Exchange Commission (the “Commission”) under the Securities Act of 1933, as amended (the “Securities Act”), relating to the registration of:

 

1.

1,700,000 shares of common stock, par value $0.01 per share, of the Company, to be issued pursuant to the Company’s Amended and Restated 1993 Stock Incentive Plan, as amended (the “1993 Plan”), and

 

2.

250,000 shares of common stock, par value $0.01 per share, of the Company (collectively with the 1,700,000 shares referred to in (1) above, the “Registered Shares”), to be issued pursuant to the Company’s Employee Stock Purchase Plan (the “ESPP”).

We are familiar with the 1993 Plan, the ESPP, the Registration Statement, the Restated Certificate of Incorporation of the Company and the Bylaws of the Company.

We have also examined such records, documents and questions of law, and have satisfied ourselves as to such matters of fact, as we have considered relevant and necessary as a basis for the opinions set forth herein. We have assumed the authenticity of all documents submitted to us as originals, the genuineness of all signatures, the legal capacity of all natural persons and the conformity with the original documents of any copies thereof submitted to us for our examination.

Based on the foregoing, and subject to the qualifications and limitations hereinafter set forth, we are of the opinion that:

 

1.

The Company is a duly incorporated and validly existing corporation under the laws of the State of Delaware.

Sidley Austin LLP is a limited liability partnership practicing in affiliation with other Sidley Austin partnerships

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Allscripts Healthcare Solutions, Inc.

June 23, 2006

Page 2

 

2.

The Registered Shares that are newly issued under the 1993 Plan and the ESPP will be legally issued, fully paid and nonassessable when (i) the Registration Statement shall have become effective under the Securities Act; and (ii) certificates representing such Registered Shares shall have been duly issued and sold in the manner provided in the 1993 Plan and the ESPP.

This opinion letter is limited to the General Corporation Law of the State of Delaware.

We do not find it necessary for the purposes of this opinion letter to cover, and accordingly we express no opinion as to, the application of the securities or blue sky laws of the various states or the District of Columbia to the issuance or sale of the Registered Shares.

We hereby consent to the filing of this opinion letter as Exhibit 5.1 to the Registration Statement and to all references to our firm included in or made a part of the Registration Statement. In giving such consent, we do not thereby admit that we are within the category of persons for whom consent is required by Section 7 of the Securities Act or the related rules promulgated by the Commission thereunder.

 

EXHIBIT 23.2

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We consent to the incorporation by reference in this registration statement on Form S-8 of Allscripts Healthcare Solutions, Inc. of our reports dated March 15, 2006, relating to the consolidated balance sheets of Allscripts Healthcare Solutions, Inc. and subsidiaries as of December 31, 2005 and 2004, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the years ended December 31, 2005 and 2004, and the related consolidated financial statement schedule, which reports appear in the December 31, 2005 annual report on Form 10-K of Allscripts Healthcare Solutions, Inc. We also consent to the incorporation by reference of our report on management’s assessment of the effectiveness of internal control over financial reporting included in the annual report of Allscripts Healthcare Solutions, Inc. on Form 10-K for the year ended December 31, 2005 in this registration statement.

/s/ GRANT THORNTON LLP

Chicago, Illinois

June 23, 2006

EXHIBIT 23.3

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

The Board of Directors

Allscripts Healthcare Solutions, Inc.:

We consent to the incorporation by reference in this registration statement on Form S-8 of Allscripts Healthcare Solutions, Inc. of our report dated February 19, 2004, with respect to the consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows of Allscripts Healthcare Solutions, Inc. and subsidiaries for the year ended December 31, 2003 and the related financial statement schedule, which report appears in the December 31, 2005 annual report on Form 10-K of Allscripts Healthcare Solutions, Inc.

/s/ KPMG LLP

Chicago, Illinois

June 23, 2006

Exhibit 23.4

CONSENT OF INDEPENDENT AUDITORS

We consent to the incorporation by reference in this Registration Statement on Form S-8 of Allscripts Healthcare Solutions, Inc. of our report dated October 11, 2004 (January 30, 2006 as to the effects of the restatement discussed in Note 13), relating to the financial statements of A4 Health Systems, Inc., as of December 31, 2003 and for the years ended December 31, 2003 and 2002, appearing in the Current Report on Form 8-K of Allscripts Healthcare Solutions, Inc. dated March 2, 2006.

/s/ DELOITTE & TOUCHE LLP

Raleigh, North Carolina

June 23, 2006

Exhibit 23.5

CONSENT OF INDEPENDENT REGISTERED PUBLIC ACCOUNTING FIRM

We hereby consent to the incorporation by reference in this Registration Statement on Form S-8 of Allscripts Healthcare Solutions, Inc. of our report dated January 31, 2006 relating to the financial statements of A4 Health Systems, Inc., which appears in the Current Report on Form 8-K of Allscripts Healthcare Solutions, Inc. dated March 2, 2006.

 

/s/ PricewaterhouseCoopers LLP

Raleigh, North Carolina

June 23, 2006