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 9, 2008
ALLSCRIPTS-MISYS 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
Allscripts Healthcare Solutions, Inc.
(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 10, 2008, Allscripts Healthcare Solutions, Inc. (“Allscripts” which changed its name to Allscripts-Misys Healthcare Solutions, Inc. in connection with the closing of the previously announced transactions with Misys plc) completed the transactions (the “Transactions”) contemplated by the Agreement and Plan of Merger (the “Merger Agreement”) dated as of March 17, 2008 by and among Misys plc, Allscripts, Misys Healthcare Systems, LLC (“MHS”) and Patriot Merger Company, LLC. As a result of the completion of the Transactions, MHS became a wholly-owned subsidiary of Allscripts and Misys plc obtained a controlling interest in Allscripts. In connection with the closing of the Transactions, Allscripts issued an aggregate of 82,886,017 shares of its common stock to two subsidiaries of Misys, which as of the closing of the Transactions, represents approximately 56.8% of the number of outstanding shares of Allscripts common stock and 54.5% of the Fully Diluted Shares (as defined in the Merger Agreement) of Allscripts.
On October 9, 2008, Allscripts announced that The Nasdaq OMX Group, Inc (“Nasdaq”) informed Allscripts on October 9, 2008 of a change in the anticipated date on which shares of Allscripts common stock will trade without the right to receive the previously announced special cash dividend contemplated by the Merger Agreement. The date on which Allscripts common stock will trade without the right to the special cash dividend is now expected to be October 13, 2008. As previously announced, the record date for the special cash dividend contemplated by the Merger Agreement was October 9, 2008. Holders of Allscripts common stock who sell their shares through October 10, 2008 also will be selling their right to receive the special cash dividend. The payment of the special cash dividend is expected to occur on October 17, 2008.
On October 10, 2008, Allscripts announced that the per share amount of the special cash dividend is $5.23 per share of common stock.
A copy of the press releases issued by Allscripts announcing the change in the anticipated date on which Allscripts common stock will trade without the right to the special cash dividend and the per share amount of the special cash dividend are attached hereto as Exhibits 99.1 and 99.2, respectively, and are incorporated herein by reference.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
||
| Exhibit 99.1 | Press Release dated October 9, 2008 | |
| Exhibit 99.2 | Press Release dated October 10, 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-MISYS HEALTHCARE SOLUTIONS, INC. | ||||||
| Date: October 10, 2008 | By: | /s/ Brian D. Vandenberg | ||||
| Brian D. Vandenberg | ||||||
| Senior Vice President and General Counsel | ||||||
EXHIBIT INDEX
| Exhibit No. |
||
| Exhibit 99.1 | Press Release dated October 9, 2008 | |
| Exhibit 99.2 | Press Release dated October 10, 2008 | |
Exhibit 99.1
FOR IMMEDIATE RELEASE
Nasdaq Informs Allscripts of Change in Anticipated Date on which Allscripts Common Stock will Trade Without the Right to the Special Cash Dividend
CHICAGO – October 9, 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 that The Nasdaq OMX Group, Inc (“Nasdaq”) informed Allscripts today of a change in the anticipated date on which shares of its common stock will trade without the right to receive the previously announced special cash dividend contemplated by the merger agreement entered into by Allscripts on March 17, 2008. The date on which Allscripts common stock will trade without the right to the special cash dividend is now expected to be October 13, 2008. As previously announced, the record date for the special cash dividend contemplated by the merger agreement with Misys plc is October 9, 2008. Holders of Allscripts common stock who sell their shares through October 10, 2008 also will be selling their right to receive the special cash dividend.
Subject to satisfaction of all other closing conditions, Allscripts expects the transactions with Misys plc to be completed on or about October 10, 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 (Nasdaq: MDRX) 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.
Exhibit 99.2
FOR IMMEDIATE RELEASE
Allscripts Announces per Share Amount of Special Cash
Dividend of $5.23
CHICAGO, October 10, 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 the per share amount of the previously announced special cash dividend is $5.23 per share of common stock. 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 Agreement and Plan of Merger dated as of March 17, 2008 entered into by Allscripts, which, subject to the satisfaction of remaining closing conditions, is expected to occur today. As previously announced, the record date for the special cash dividend was October 9, 2008. Holders of Allscripts common stock who sell their shares through October 10, 2008 also will be selling their right to receive the special cash dividend. The date on which Allscripts common stock will first trade without the right to the special cash dividend is expected to be October 13, 2008.
As of the close of business on the record date for the special cash dividend, holders of approximately $54.6 million aggregate principal amount of Allscripts’ 3.50% Convertible Senior Debentures elected to convert into shares of Allscripts common stock.
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 http://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.