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): March 9, 2009
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
(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. |
Medication Services Group Sale
On March 9, 2009, Allscripts-Misys Healthcare Solutions, Inc. (“Allscripts-Misys”) announced that Allscripts, LLC (“Allscripts”), a wholly-owned subsidiary of Allscripts-Misys, entered into an Asset Purchase Agreement (the “Sale Agreement”) with A-S Medication Solutions LLC (“Buyer”), pursuant to which Allscripts has agreed to sell to Buyer certain assets comprising Allscripts’ Medication Services business (the “Assets”). The Medication Services business provides point-of-care medication management and medical supply services and solutions for physicians and other healthcare providers. A copy of the press releases issued by Allscripts-Misys announcing the entry into the Purchase Agreement is attached hereto as Exhibit 99.1 and is incorporated herein by reference.
Under terms of the Purchase Agreement, Allscripts will receive $8 million in cash in its fiscal fourth quarter. In addition, pursuant to the marketing agreement described below, Allscripts is entitled to additional consideration of $18 million. The closing of the sale of the Assets is subject to customary closing conditions. At the closing, Allscripts is expected to enter into a services agreement pursuant to which it will agree to provide certain transition services to Buyer until December 31, 2009.
Marketing Agreement
At the closing of the sale of the Assets, Allscripts and Buyer have agreed to enter into a marketing agreement (the “Marketing Agreement”) pursuant to which Allscripts will provide Buyer with certain marketing and sales services. The Marketing Agreement calls for Allscripts to provide these services for an initial term of five years. Allscripts is entitled to receive fees of $3.6 million per year from A-S Medications in the initial five year term (the “Annual Fee”), in addition to an 8 percent commission on new sales generated under the marketing relationship. Allscripts’ entitlement to the Annual Fee survives the termination of the Marketing Agreement unless the Marketing Agreement is terminated as a result of Allscripts’ material breach of the Marketing Agreement that has a material and adverse effect on Buyer’s business and that is not cured within sixty (60) days or with the mutual consent of Allscripts and Buyer.
The amounts due to Allscripts under the Marketing Agreement will be secured by a lien on Buyer’s assets and, for the second through fifth years of the term, either, at Buyer’s option, a $3.6 million letter of credit which is required to be renewed annually or cash, certificates of deposit and cash equivalents equal in value to at least $3.6 million. The Annual Fee may be proportionally reduced in certain circumstances, but not by more than $1.2 million in any year, if a change in law or the interpretation thereof occurs in any of the top ten revenue producing states for the Medication Services business, which change or interpretation eliminates or materially restricts the ability of physicians to dispense drugs from their offices or makes it impractical to sell to a significant previously important physician base.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
||
| Exhibit 99.1 |
Press Release dated as of March 9, 2009 |
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: March 9, 2009 | By: | /s/ Brian Vandenberg | ||
| Brian Vandenberg | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. |
||
| Exhibit 99.1 |
Press Release dated as of March 9, 2009 |
Exhibit 99.1
Allscripts to Sell its Medication Services Business to A-S Medication
Solutions, Sign Joint Marketing Agreement
Company to Announce Fiscal Third Quarter Results on April 2, 2009
CHICAGO – March 9, 2009 – Allscripts-Misys Healthcare Solutions, Inc. (“Allscripts”) announced today that it has signed a definitive agreement to sell its Medication Services business to A-S Medication Solutions (“A-S Medications”).
The transaction, which is anticipated to generate total consideration for Allscripts of $26 million including income from a joint marketing agreement, is expected to close in the company’s fiscal fourth quarter, subject to customary closing conditions.
The Allscripts Medication Services business provides point-of-care medication management and medical supply services and solutions for physicians and other healthcare providers.
Under terms of the agreements, Allscripts will receive $8 million in the fourth quarter, and $3.6 million per year for the next five years in return for providing sales and marketing services to A-S Medications. Allscripts will continue to offer medication services to its existing and future clients during that time, and is entitled to receive commissions on new sales generated under the marketing relationship.
The transaction will allow Allscripts to increase the focus on its core business of providing clinical software, connectivity and information solutions to the 160,000 physicians, more than 700 hospitals, and over 7,000 extended care facilities the company serves.
“The sale of our medications business is an important step that will enable Allscripts to concentrate our resources at a time when electronic health records and electronic prescribing have received a substantial boost from the economic stimulus law signed last month by President Obama,” said Glen Tullman, Chief Executive Officer of Allscripts. “It also will provide our former medication service clients with a new partner who is committed to ensuring their continuing success. We look forward to the ongoing strategic relationship with A-S Medications, which we think offers our customers great promise in continuing to deliver a full suite of offerings.”
Company Earnings Call Scheduled for April 2, 2009
Allscripts management will share more information on the sale of the Allscripts Medication Services business on April 2, 2009 during the company’s fiscal third-quarter earnings call. Allscripts management will host the conference call and webcast to discuss the company’s earnings and other information at 4:30 PM Eastern Standard Time on April 2nd following release of Allscripts financial results for the three and nine months ended February 28, 2009.
The earnings announcement will be distributed via PR Newswire immediately after the market closes on the afternoon of April 2nd. The press release also will be available on the company’s website at www.allscripts.com.
To listen to the conference call broadcast, participants may log onto www.allscripts.com. It is recommended that participants log onto the website approximately 15 minutes prior to the start of the conference call to download and install any necessary software. The conference call also can be accessed by dialing (800) 374-1376 and requesting the Allscripts earnings call. International callers can access the audio portion of the webcast by dialing (706) 679-4010 and requesting the Allscripts Investor Presentation. A Microsoft Windows Media Player web replay will be available three hours after the conclusion of the call for a period of two weeks at www.allscripts.com or by calling (800) 642-1687—or (706) 645-9291 for international callers—ID # 88991513.
(Minimum requirements to listen to the broadcast are: Microsoft Windows Media Player software, downloadable free from http://windowsmedia.com/download/download.asp, an Internet connection, and speakers or earphones).
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 record, 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.
This press release contains certain statements other than historical facts, which constitute forward-looking statements within the meaning of the safe harbor provisions of the Private Securities Litigation Reform Act of 1995. Readers are cautioned not to place undue reliance on these forward-looking statements, each of which is qualified in its entirety by reference to the following cautionary statements. Forward-looking statements speak only as of the date hereof and are based on current expectations and involve a number of assumptions, risks and uncertainties that are beyond Allscripts-Misys’ control and could cause actual results to differ materially from those projected in the forward-looking statements. Risks and uncertainties that may affect forward-looking statements are described in the reports filed by Allscripts-Misys with the Securities and Exchange Commission (the “SEC”), which are available at the website maintained by the SEC at www.sec.gov, including without limitation Allscripts-Misys’ Annual Report on Form 10-K for the year ended December 31, 2007. Allscripts can give no assurance that any of the transactions related to the Medication Solutions Group will be completed or that the potential 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