SECURITIES AND EXCHANGE COMMISSION

Washington, DC 20549

 

 

SCHEDULE TO

(Amendment No. 4/Final Amendment)

TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1) OF

THE SECURITIES EXCHANGE ACT OF 1934

 

 

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.

(Name of Subject Company (Issuer))

ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC.

(Name of Filing Person (Issuer and Offeror))

3.50% Convertible Senior Debentures due 2024

(Title of Class of Securities)

01988PAA6, 01988PAB4

(CUSIP Numbers of Class of Securities)

Brian Vandenberg, Esq.

Senior Vice President and General Counsel

222 Merchandise Mart Plaza, Suite 2024

Chicago, Illinois 60654

(312) 506-1200

(Name, address and telephone number of person authorized to receive notices and communications on behalf of filing person)

with copy to:

Edward D. Ricchiuto, Esq.

Sidley Austin LLP

787 Seventh Avenue

New York, New York 10019

CALCULATION OF FILING FEE

 

Transaction Valuation*: $28,266,280		Amount of Filing Fee**: $1,110.86

 

*

Calculated solely for purposes of determining the filing fee. The amount assumes that up to $27,868,000 principal amount of 3.50% Convertible Senior Debentures due 2024 are purchased at a price of $1,014.29 (this price includes accrued and unpaid interest up to the change of control purchase date) per $1,000 principal amount.

 

**	The amount of the filing fee was calculated in accordance with Rule 0-11 of the Securities Exchange Act of 1934, as amended, and equals $39.30 for each $1,000,000 of the value of the transaction.

 

þ	Check the box if any part of the fee is offset as provided by Rule 0-11(a)(2) and identify the filing with which the offsetting fee was previously paid. Identify the previous filing by registration statement number, or the Form or Schedule and the date of its filing.

Amount Previously Paid: $1,110.86

Filing Party: Allscripts-Misys Healthcare Solutions, Inc.

---

Form or Registration No.: Schedule TO-I

Date Filed: November 7, 2008

 

¨	Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

Check the appropriate boxes below to designate any transactions to which this statement relates:

 

¨

third-party tender offer subject to Rule 14d-1

þ

issuer tender offer subject to Rule 13e-4

¨

going-private transaction subject to Rule 13e-3.

¨

amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: þ

 

*

If applicable, check the appropriate box(ex) below to designate the appropriate rule provision(s) relied upon:

 

¨

Rule 13e-4(i) (Cross-Border Issuer Tender Offer)

¨

Rule 14d-1(d) (Cross-Border Third-Party Tender Offer)

 

 

 

 

2

---

INTRODUCTORY STATEMENT

This Amendment No. 4/Final Amendment (this “Amendment”) amends and supplements Amendment No. 3 filed with the Securities and Exchange Commission on November 26, 2008, Amendment No. 2 filed with the Securities and Exchange Commission on November 24, 2008, Amendment No. 1 filed with the Securities and Exchange Commission on November 12, 2008 and the Tender Offer Statement on Schedule TO (as amended, the “Schedule TO”) filed by Allscripts-Misys Healthcare Solutions, Inc., a corporation existing under the laws of Delaware (the “Company”) on November 7, 2008, to purchase the 3.50% Convertible Senior Debentures due 2024 of the Company (the “Debentures”). The offer is made upon the terms and subject to the conditions set forth in the Indenture (as defined below), the Notice of Change of Control and Offer to Purchase, dated November 7, 2008 as amended hereby (as it may be supplemented or amended from time to time, the “Change of Control Offer”), the Debentures and the related offer materials filed as Exhibits (a)(1)(B) and (a)(1)(C) to the Schedule TO (which Change of Control Offer and related offer materials, as amended or supplemented from time to time, collectively constitute the “Offer”).

The Debentures were issued pursuant to the Indenture dated as of July 6, 2004 (the “Indenture”), between the Company and Bank of America, N.A. as successor by merger to LaSalle Bank, N.A., as trustee.

This Amendment incorporates the press release dated December 10, 2008 that announced the final results of the Change of Control Offer. The Schedule TO is intended to satisfy the disclosure requirements of Rule 13e-4(c)(4) under the Securities Exchange Act of 1934, as amended.

Item 12.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following:

(a)(1)(D) Press Release announcing the final results of the Change of Control Offer.

 

3

---

SIGNATURE

After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

 

Date: December 10, 2008

 

4

---

EXHIBIT INDEX

 

(a)(1)(A)*		Change of Control Offer, dated November 7, 2008.
(a)(1)(B)*		Form of Purchase Notice.
(a)(1)(C)* (a)(1)(D)***		Press Release announcing commencement of Change of Control Offer. Press Release announcing the final results of the Change of Control Offer.
(d)(1)* (d)(2)**		The Indenture, incorporated by reference to Exhibit 4.1 to Current Report on Form 8-K filed by the Company on July 15, 2004. Amended and Restated Credit Agreement, dated August 15, 2008, by and among Allscripts Healthcare Solutions, Inc., Allscripts, LLC, A4 Health Systems, Inc., A4 Realty, LLC, Extended Care Information Network, Inc. each as Borrower, the Lenders from time to time parties thereto, JPMorgan Chase Bank, N.A., as Administrative Agent, and J.P. Morgan Securities Inc., as lead arranger, incorporated by reference to Exhibit 10.1 to Current Report on Form 8-K filed by the Company on August 20, 2008.

 

* Previously filed on Schedule TO on November 7, 2008.

** Previously filed on Amendment #2 to Schedule TO on November 24, 2008.

*** Filed herewith.

 

5

Exhibit (a)(1)(D)

Allscripts Announces Expiration of Offer to Purchase in Cash

3.50% Convertible Senior Debentures due 2024

CHICAGO – December 10, 2008 – Allscripts-Misys Healthcare Solutions, Inc. (formerly named Allscripts Healthcare Solutions, Inc.), a corporation existing under the laws of Delaware (“Allscripts”) and headquartered in Chicago, Illinois, announced today the expiration of its offer to holders to purchase all of its 3.50% Convertible Senior Debentures due 2024 (the “Debentures”) at a purchase price equal to 100% of the principal amount of the Debentures being repurchased ($1,000 per each $1,000 principal amount outstanding) plus any accrued and unpaid interest and accrued and unpaid Liquidated Damages (as defined in the Indenture governing the Debentures between Allscripts and Bank of America, N.A. as successor by merger to LaSalle Bank N.A., dated as of July 6, 2004), if any, to but not including December 10, 2008 (the “Change of Control Repurchase Date”) (the “Change of Control Repurchase Price”), subject to the terms and conditions described in the Notice of Change of Control and Offer to Purchase, dated November 7, 2008 (the “Offer to Purchase”), and related Purchase Notice (the “Purchase Notice”) (which together, as they may be amended and supplements from time to time, constitute the “Change of Control Offer”).

Allscripts announced that $8,164,000 principal amount (of a total outstanding principal amount of $27,868,000) of Debentures had been validly tendered in connection with the Change of Control Offer. Allscripts will pay the purchase price in the Change of Control Offer in cash.

About Allscripts

Allscripts (NASDAQ: MDRX) uses innovation technology to bring health to healthcare. More than 150,000 physicians, 700 hospitals and nearly 7,000 post-acute and homecare organizations utilize Allscripts to improve the health of their patients and their bottom line. The company’s award-winning solutions include electronic health records, electronic prescribing, revenue cycle management, practice management, document management, medication services, hospital care management, emergency department information systems and homecare automation. Allscripts is the brand name of Allscripts-Misys Healthcare Solutions, Inc. To learn more, visit www.allscripts.com.