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): June 1, 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 5.02. | Departure of Directors or Certain Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers. |
On June 1, 2009, Eileen McPartland was appointed the Chief Operating Officer of Allscripts-Misys Healthcare Solutions, Inc. (“Allscripts”). Since January of 2007, Ms. McPartland, who is 54 years of age, served as Executive Vice President of Global Sales and Services for Misys plc (“Misys”) where she led the effort to build Misys’ services and solutions offering to customers across banking and healthcare businesses. Misys owns approximately 56.3 percent of Allscripts’ outstanding common stock. Prior to joining Misys, Ms. McPartland was Senior Vice President, North America Consulting, at Oracle Corporation. In that position, she held responsibility for Oracle’s application, technology and Indian offshore consulting practices. Prior to that, Ms. McPartland held the position of Senior Vice President, Global Services at Siebel Systems (now a part of Oracle), leading the Americas, Europe and Asia. Before joining Siebel Systems, Ms. McPartland was vice president and general manager of Gartner Research, where she oversaw a global research operation that supports more than 11,000 client companies worldwide.
The information called for in Item 5.02(c)(3) of Form 8-K has not yet been determined. Allscripts will file an amendment to this Form 8-K containing such information within four business days after it has been determined.
Ms. McPartland, given her previous position as Executive Vice President of Global Sales and Services for Misys, may be deemed to have been a related party with an indirect material interest in the previously disclosed transactions and contracts entered into between Allscripts and Misys, including the Shared Services Agreement dated as of March 1, 2009 (the “Services Agreement”) and effective as of October 10, 2008 (which was filed as Exhibit 10.1 to Allscripts’ Current Report on Form 8-K filed with the Securities and Exchange Commission on March 5, 2009), the Stock Repurchase Agreement (the “Repurchase Agreement”) dated as of February 10, 2009 (which was filed as Exhibit 10.2 to Allscripts’ Current Report on Form 8-K filed with the Securities and Exchange Commission on February 11, 2009), the Trademark License Agreement dated as of October 10, 2008 (which was filed as Exhibit 10.2 to Allscripts’ Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2008), the Trademark Sublicense Agreement dated as of October 10, 2008 (which was filed as Exhibit 10.3 to Allscripts’ Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2008), the Proprietary License Agreement dated October 10, 2008 related to Misys Connect (which was filed as Exhibit 10.4 to Allscripts’ Current Report on Form 8-K filed with the Securities and Exchange Commission on October 17, 2008) and the Relationship Agreement dated as of March 17, 2008, as amended (which was filed as Exhibit 10.3 to Allscripts’ Current Report on Form 8-K filed with the Securities and Exchange Commission on March 19, 2008).
The Services Agreement provides for the provision of certain services by Misys to Allscripts and its affiliates and the provision of services by Allscripts to Misys and its affiliates. The services being provided to Allscripts include: (1) human resource functions such as administration, selection of benefit plans and designing employee survey and training programs, (2) management services, (3) procurement services such as travel arrangements, disaster recovery and vendor management, (4) research and development services such as software development,
(5) access to information technology, telephony, facilities and other related services at Misys’ customer support center located in Manila, The Philippines; and (6) information system services such as planning, support and database administration. The services provided by Allscripts include (1) payroll services, (2) facility space and (3) tax services such as preparation and submission of US federal, state and local tax forms and franchise tax planning and compliance. The fees paid by Allscripts to Misys under the Services Agreement as of May 31, 2009 were approximately $10.1 million. Under the Repurchase Agreement, Allscripts agreed to purchase from Misys, and Misys has agreed to sell to Allscripts, the number of shares of Allscripts’ common stock needed to keep Misys’ ownership percentage in Allscripts unaffected by open market repurchases being made by Allscripts at a price equal to the weighted average purchase price paid by Allscripts for all other shares acquired by Allscripts in the open market. As of May 31, 2009, Allscripts has purchased from Misys approximately 3,075,000 shares of Allscripts’ common stock for $29,188,114.
A copy of the press release issued by Allscripts announcing Ms. McPartland’s hiring is attached to, and is incorporated by reference into, this Current Report on Form 8-K as Exhibit 99.1.
In connection with the appointment of Ms. McPartland as Allscripts’ Chief Operating Officer, Lee Shapiro, who has held the position of Chief Operating Officer since October 2008, will continue in his role as Allscripts’ President, leading its strategy, mergers and acquisitions, business development and partnerships, but will no longer serve as Chief Operating Officer.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits. |
| Exhibit No. |
||
| Exhibit 99.1 | Press Release dated June 1, 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: June 2, 2009 | By: | /s/ William J. Davis | ||
| William J. Davis | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
| Exhibit No. |
||
| Exhibit 99.1 | Press Release dated June 1, 2009 |
Exhibit 99.1
Eileen McPartland Joins Allscripts as
Chief Operating Officer
Former Oracle, SAP and Misys executive brings extensive
software technology operations experience
CHICAGO – June 1, 2009 – Allscripts announced today that Eileen McPartland has joined the company as Chief Operating Officer. Ms. McPartland brings to the position extensive operational experience from senior leadership roles within some of the world’s best-known technology software and services companies.
Ms. McPartland was most recently Executive Vice President of Global Sales and Services for Misys plc (FTSE: MSY.L), the global applications software and services company, where she was responsible for directing all customer-facing activities and over 2,500 people. She played a key role in delivering the Misys turnaround, implementing world-class processes and driving the transformation that helped to return Misys to a growth company.
“We are very excited that Eileen is joining Allscripts, building on our solid performance during the past year,” said Glen Tullman, Chief Executive Officer of Allscripts. “Her exemplary leadership, focus on operational excellence, and broad knowledge of the healthcare industry and of Allscripts will help ensure that we continue to deliver world-class client service while preparing to meet what we expect will be significant growth in demand for electronic health record solutions in the next few years.”
Prior to joining Misys in January 2007, Ms. McPartland was Senior Vice President, North America Consulting, at Oracle. In that position, she held responsibility for Oracle’s application, technology and Indian offshore consulting practices. From 1994 to 1998, Ms. McPartland held the position of Executive Vice President at SAP America, where she helped grow revenues from $100 million to over $1 billion.
Ms. McPartland joins Allscripts at a time when demand for the company’s solutions and services is likely to significantly increase in response to a new federal “economic stimulus” package that provides a maximum of between $44,000 and $64,000 in incentives for physicians to adopt and use Electronic Health Records. The American Recovery and Reinvestment Act of 2009 provides for the incentives over five years, beginning in fiscal 2011, for physicians who demonstrate meaningful use of a certified EHR system.
“I am excited to join the senior leadership team of Allscripts, the clear leader in healthcare information technology and the company best placed to help physicians benefit from the federal stimulus package by connecting their practices with our broad suite of industry leading solutions,” said Ms. McPartland. “I’m excited to put my experience to work helping the Company and our clients maximize the value of our solutions while taking full advantage of the Stimulus dollars available.”
Ms. McPartland will assume the duties of Chief Operating Officer from Lee Shapiro, who will continue in his role as President. Mr. Shapiro, who has been President of Allscripts since 2000, has held the interim COO position since October 2008. Mr. Shapiro will continue leading the company’s strategy, mergers and acquisitions, business development, emerging businesses and strategic partnerships.
“I am looking forward to partnering with Eileen on the significant business opportunities in front of Allscripts,” said Mr. Shapiro.
Ms. McPartland and Mr. Shapiro will both report directly to Mr. Tullman.
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.
This news release may contain forward-looking statements within the meaning of the federal securities laws. Statements regarding future events, developments, the Company’s future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these laws. These forward-looking statements are subject to a number of risks and uncertainties, some of which are outlined below. As a result, actual results may vary materially from those anticipated by the forward-looking statements. Among the important factors that could cause actual results to differ materially from those indicated by such forward-looking statements are: the volume and timing of systems sales and installations; length of sales cycles and the installation process; the possibility that products will not achieve or sustain market acceptance; the timing, cost and success or failure of new product and service introductions, development and product upgrade releases; competitive pressures including product offerings, pricing and promotional activities; our ability to establish and maintain strategic relationships; undetected errors or similar problems in our software products; compliance with existing laws, regulations and industry initiatives and future changes in laws or regulations in the healthcare industry; possible regulation of the Company’s software by the U.S. Food and Drug Administration; the possibility of product-related liabilities; our ability to attract and retain qualified personnel; our ability to identify and complete acquisitions, manage our growth and integrate acquisitions; the ability to recognize the benefits of the merger with Misys Healthcare Systems, LLC (“MHS”); the integration of MHS with the Company and the possible disruption of current plans and operations as a result thereof; maintaining our intellectual property rights and litigation involving intellectual property rights; risks related to third-party suppliers; our ability to obtain, use or successfully integrate third-party licensed technology; breach of our security by third parties; and the risk factors detailed from time to time in our reports filed with the Securities and Exchange Commission, including our 2007 Annual Report on Form 10-K available through the Web site maintained by the Securities and Exchange Commission at www.sec.gov. The Company undertakes no obligation to update publicly any forward-looking statement, whether as a result of new information, future events or otherwise.