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): October 6, 2008
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 Plaza, Suite 2024, Chicago, Illinois 60654
(Address of Principal Executive Offices) (Zip Code)
Registrant’s Telephone Number, Including Area Code: (312) 506-1200
(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 8.01. | Other Events. |
On October 6, 2008, at the 2008 annual meeting of the stockholders of Allscripts Healthcare Solutions, Inc. (“Allscripts”), Allscripts’ stockholders voted to approve the previously announced issuance of shares to Misys plc, the amendment and restatement of Allscripts’ certificate of incorporation required as a condition to the closing of the transactions with Misys plc and additional amendments and a restatement of Allscripts’ certificate of incorporation and by-laws, each as contemplated by the Merger Agreement (as defined below).
A copy of the press release issued by Allscripts announcing such approvals is attached hereto as Exhibit 99.1 and incorporated herein by reference. In accordance with the terms of the Agreement and Plan of Merger dated March 17, 2008 (the “Merger Agreement”) by and among Allscripts, Misys plc, Misys Healthcare Systems, LLC and Patriot Merger Company, LLC, subject to the satisfaction or waiver of applicable closing conditions, Allscripts expects to consummate the transactions contemplated by the Merger Agreement on October 10, 2008.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
||
| Exhibit 99.1 |
Press Release Announcing Stockholder Approval, dated October 6, 2008 |
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 hereunto duly authorized.
| ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. | ||||
| Date: October 6, 2008 | By: | /s/ Brian D. Vandenberg | ||
| Brian D. Vandenberg | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. |
||
| Exhibit 99.1 |
Press Release Announcing Stockholder Approval, dated October 6, 2008 |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Allscripts Stockholders Approve Misys Transaction Proposals
CHICAGO – October 6, 2008 – Allscripts Healthcare Solutions, Inc. (“Allscripts”) (NASDAQ: MDRX), the leading provider of clinical software, connectivity and information solutions that physicians use to improve healthcare, announced today that at its 2008 annual meeting of stockholders, stockholders approved the proposals related to the pending transactions with Misys plc (“Misys”). The proposals approved include the issuance of shares to Misys, the amendment and restatement of Allscripts’ certificate of incorporation required as a condition to the closing of the transactions with Misys and the additional amendments and a restatement of Allscripts’ certificate of incorporation and by-laws, each as contemplated by the Agreement and Plan of Merger dated as of March 17, 2008 (the “Merger Agreement”) by and among Misys, Misys Healthcare Systems, LLC, Allscripts and Patriot Merger Company, LLC. Over 97 percent of the total shares that voted were in favor of the transaction related proposals.
At Misys’ Extraordinary General Meeting held today to approve the proposed merger of Misys Healthcare Systems, LLC with a subsidiary of, and acquisition by Misys plc of a majority stake in, Allscripts, the resolution put to Misys shareholders was duly passed.
Subject to satisfaction of all other closing conditions, Allscripts expects the transactions with Misys to be completed on or about October 10, 2008. As previously announced, the record date for the special cash dividend contemplated by the Merger Agreement is October 9, 2008. The payment of the special cash dividend, which is expected to occur on October 17, 2008, is contingent upon the closing of the transactions contemplated by the Merger Agreement.
About Allscripts
Allscripts is the leading provider of clinical software, connectivity and information solutions that physicians use to improve healthcare. The company’s unique solutions inform, connect and transform healthcare, delivering improved care at lower cost. More than 40,000 physicians and thousands of other healthcare professionals in clinics, hospitals and extended care facilities nationwide utilize Allscripts to automate everyday tasks such as writing prescriptions, documenting patient care, managing billing and scheduling, and safely discharging patients, as well as to connect with key information and stakeholders in the healthcare system. To learn more, visit Allscripts at www.allscripts.com.
Forward-Looking Statements
This communication contains forward-looking statements. Those forward-looking statements include all statements other than those made solely with respect to historical fact. Forward-looking statements may be identified by words such as “believes”, “expects”, “anticipates”, “estimates”, “projects”, “intends”, “should”, “seeks”, “future”, continue”, or the negative of such terms, or other comparable terminology. In addition, statements made in this communication about anticipated financial results, future operational improvements and results or conditions and approvals are also forward-looking statements. Such forward-looking statements are subject to numerous risks, uncertainties, assumptions and other factors that are difficult to predict and that could cause actual results to vary materially from those expressed in or indicated by them. Such factors may include, but are not limited to: (1) the occurrence of any event, development, change or other circumstances that could give rise to the termination of the merger agreement; (2) the outcome of any legal proceedings that have been or may be instituted against Allscripts, Misys or MHS and others; (3) the inability to complete the proposed transaction due to the failure of any
party to satisfy other conditions to completion of the proposed transaction; (4) risks that the proposed transaction disrupts current plans and operations and potential difficulties in employee retention as a result of the merger; (5) the ability to recognize the benefits of the merger; (6) legislative, regulatory and economic developments; and (7) other factors described in filings with the Securities and Exchange Commission. Many of the factors that will determine the outcome of the subject matter of this communication are beyond Allscripts’ ability to control or predict. Allscripts can give no assurance that any of the transactions related to the merger will be completed or that the conditions to the transactions will be satisfied. Allscripts undertakes no obligation to revise or update any forward-looking statement, or to make any other forward-looking statements, whether as a result of new information, future events or otherwise. Allscripts is not responsible for updating the information contained in this communication beyond the published date, or for changes made to this communication by wire services or Internet service providers.
| Allscripts Contacts: |
| Dan Michelson |
| Chief Marketing Officer |
| 312-506-1217 dan.michelson@allscripts.com |
| Todd Stein |
| Senior Manager/Public Relations |
| 312-506-1216 todd.stein@allscripts.com |