As filed with the Securities and Exchange Commission on October 28, 2008

Registration No. 333-            

 

 

 

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

 

 

FORM S-8

REGISTRATION STATEMENT

UNDER THE SECURITIES ACT OF 1933

 

 

Allscripts-Misys Healthcare Solutions, Inc.

(Exact Name of Registrant as Specified in Its Charter)

 

 

 

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)

 

 

Allscripts Healthcare Solutions, Inc.

Amended and Restated 1993 Stock Incentive Plan

(Full Title of the Plan)

 

 

Glen E. Tullman

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)

 

 

Copy to:

Brian Vandenberg, Esq.

Senior Vice President and General Counsel

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

(312) 506-1219

 

 

CALCULATION OF REGISTRATION FEE

 

Title of Securities To Be Registered		Amount To Be Registered(1)		Proposed Maximum Offering Price Per Share		Proposed Maximum Aggregate Offering Price		Amount of Registration Fee
Common Stock, par value $0.01 per share		10,000,000 shares		$4.93(2)		$49,300,000		$1,937.49

(1)

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 relating to adjustments for changes resulting from a stock dividend, stock split or similar change.

 

(2)	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 Global Select Market on October 24, 2008.

 

 

 

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REGISTRATION OF ADDITIONAL SECURITIES

INCORPORATION OF EARLIER REGISTRATION STATEMENTS BY REFERENCE

This Registration Statement relates to the registration of 10,000,000 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), April 9, 2003 (SEC file no. 333-104416), June 23, 2006 (SEC file no. 333-135282), and March 27, 2007 (SEC file no. 333-141600).

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, 2007, as amended by Amendment No. 1 on Form 10-K/A filed by the Registrant on April 25, 2008;

 

(b)

The Registrant’s quarterly reports on Form 10-Q for the quarterly periods ended March 31, 2008 and June 30, 2008;

 

(c)

The Registrant’s current reports on Form 8-K filed on January 7, 2008 (as amended on Form 8-K/A filed by the Registrant on February 28, 2008), January 31, 2008, March 18, 2008, March 19, 2008, March 20, 2008, March 27, 2008, July 30, 2008, August 20, 2008, August 22, 2008, August 29, 2008, September 16, 2008, September 19, 2008, September 22, 2008, September 29, 2008, October 2, 2008, October 6, 2008 October 10, 2008; October 17, 2008 and October 23, 2008 (with respect to Item 5.02 only);

 

(d)

The audited combined balance sheets of Misys Healthcare Systems, LLC (“MHS”) as of May 31, 2007 and May 31, 2008 for the years then ended and the audited combined statements of operations and cash flows of MHS as of May 31, 2006, May 31, 2007 and May 31, 2008 for the years then ended reported as part of the Registrant’s definitive proxy statement filed with the Securities and Exchange Commission on August 21, 2008;

 

(e)

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, 2007; and

 

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(f)

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.

Item 6. Indemnification of Directors and Officers.

Under the Delaware General Corporation Law (“DGCL”) and the Registrant’s second amended and restated certificate of incorporation 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 second amended and restated certificate of incorporation 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 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

 

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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 second amended and restated certificate of incorporation 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;

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

 

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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 27th day of October, 2008.

 

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 27th day of October, 2008.

 

Signatures		Title
/s/ Glen E. Tullman Glen E. Tullman		Director and Chief Executive Officer (Principal Executive Officer)
/s/ William J. Davis William J. Davis		Chief Financial Officer (Principal Financial and Accounting Officer)
/s/ Michael Lawrie Michael Lawrie		Executive Chairman of the Board of Directors
M.L. Gamache		Director
Sir Dominic Cadbury		Director
/s/ Philip D. Green Philip D. Green		Director
/s/ James Malone James Malone		Director
/s/ John King John King		Director
/s/ Michael J. Kluger Michael J. Kluger		Director
Cory A. Eaves		Director
/s/ Kelly J. Barlow Kelly J. Barlow		Director

 

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EXHIBIT INDEX

 

Exhibit No.		Description
4.1		Second Amended and Restated Certificate of Incorporation of the Registrant.+
4.2		Bylaws of the Registrant.+
4.3		The Registrant’s Amended and Restated 1993 Stock Incentive Plan. ++
4.4*		Amendment to the Registrant’s Amended and Restated 1993 Stock Incentive 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 PricewaterhouseCoopers LLP.
24.1*		Power of Attorney (included in the Signature Page to this Registration Statement).

 

*	Filed herewith.

 

+	Incorporated herein by reference from the Allscripts-Misys Healthcare Solutions, Inc. Current Report on Form 8-K filed on October 17, 2008.

 

++	Incorporated herein by reference from the Allscripts-Misys Healthcare Solutions, Inc. Current Report on Form 8-K filed on June 25, 2007.

 

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Exhibit 4.4

PROPOSED AMENDMENT (SUBJECT TO STOCKHOLDER APPROVALS) TO

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

AMENDED AND RESTATED

1993 STOCK INCENTIVE PLAN

The second sentence of Section 3 is hereby deleted in its entirety and replaced with the following:

“The maximum number of Common Shares that may be issued pursuant to all grants under this Plan shall not exceed 21,593,489, plus shares attributable to awards that were forfeited or cancelled under the Predecessor Plans.”

 

Exhibit 5.1

 

		SIDLEY AUSTIN LLP ONE SOUTH DEARBORN CHICAGO, IL 60603 (312) 853 7000 (312) 853 7036 FAX		BEIJING BRUSSELS CHICAGO DALLAS FRANKFURT GENEVA HONG KONG LONDON		LOS ANGELES NEW YORK SAN FRANCISCO SHANGHAI SINGAPORE SYDNEY TOKYO WASHINGTON, D.C.
				FOUNDED 1866

October 27, 2008

Allscripts-Misys Healthcare Solutions, Inc.

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

 

Re:

Allscripts-Misys 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-Misys 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 10,000,000 shares (the “Registered Shares”) of common stock, par value $0.01 per share, of the Company (“Common Stock”), to be issued pursuant to the Company’s Amended and Restated 1993 Stock Incentive Plan, as amended (the “Plan”).

We are familiar with the Plan, the Registration Statement, the Second Amended and Restated Certificate of Incorporation of the Company, the Bylaws of the Company and the resolutions of the Board of Directors of the Company relating to the Plan and the Registration Statement. 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 corporation validly existing under the laws of the State of Delaware.

 

2.

Each Registered Share that is newly issued under the Plan will be legally issued, fully paid and non-assessable when (i) the stockholders of the Company shall have approved an amendment to the Plan to increase the number of shares of Common Stock that may be issued pursuant to the Plan by 10,000,000; (ii) the shareholders of Misys plc, which

 

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

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Allscripts-Misys Healthcare Solutions, Inc.

October 27, 2008

Page 2

 

owns a majority stake in the Company, shall have approved an amendment to the Plan to increase the number of shares of Common Stock that may be issued pursuant to the Plan by 10,000,000; (iii) the Registration Statement shall have become effective under the Securities Act; and (iv) a certificate representing such Registered Share shall have been duly executed, countersigned and registered and duly delivered to the purchaser thereof against payment of the agreed consideration therefore (not less than par value thereof) in accordance with the Plan.

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-Misys Healthcare Solutions, Inc. (formerly Allscripts Healthcare Solutions, Inc.) of our reports dated February 29, 2008, relating to the consolidated balance sheets of Allscripts Healthcare Solutions, Inc. and subsidiaries as of December 31, 2007 and 2006, and the related consolidated statements of operations, stockholders’ equity and comprehensive income (loss), and cash flows for the years ended December 31, 2007, 2006 and 2005, and the related consolidated financial statement schedule, which reports appear in the December 31, 2007 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, 2007 in this registration statement.

/s/ GRANT THORNTON LLP

Chicago, Illinois

October 27, 2008

Exhibit 23.3

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-Misys Healthcare Solutions, Inc. of our report dated July 30, 2008 relating to the combined financial statements of Misys Healthcare Systems, which appears in Allscripts Healthcare Solutions, Inc.’s (which has changed its name to Allscripts-Misys Healthcare Solutions, Inc.) definitive proxy statement dated August 21, 2008.

/s/ PricewaterhouseCoopers LLP

PricewaterhouseCoopers LLP

Raleigh, North Carolina

October 24, 2008