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): August 4, 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. |
On July 1, 2009, Allscripts-Misys Healthcare Solutions, Inc. (“Allscripts” or the “Company”) sent a notice of redemption for all of its outstanding 3.50% Convertible Senior Debentures Due 2024 (the “Debentures”) at a redemption price equal to 100% of the principal amount of the Debentures, plus interest accrued and unpaid to, but excluding, August 5, 2009 (the redemption date). As a result of Allscripts’ election to call the Debentures for redemption, the holders of the Debentures became entitled to convert the Debentures into shares of Allscripts common stock. By the close of business on August 4, 2009, the holders of all of the outstanding Debentures had converted their Debentures into an aggregate of approximately 2,451,000 shares of Allscripts common stock. As a result of the conversion, no Debentures remain outstanding.
Allscripts issued a press release on August 7, 2009 announcing that on August 6, 2009 it became aware of a purported class action complaint filed in the United States District Court for the Northern District of Illinois. A description of the complaint is set forth in the press release furnished as Exhibit 99.1 to this report, such description is incorporated herein by reference thereto.
| Item 9.01. | Financial Statements and Exhibits. |
(d) Exhibits.
| Exhibit No. |
||
| Exhibit 99.1 | Press Release dated August 7, 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: August 10, 2009 | By: | /s/ Brian Vandenberg | ||
| Brian Vandenberg | ||||
| Senior Vice President and General Counsel | ||||
EXHIBIT INDEX
| Exhibit No. |
||
| Exhibit 99.1 | Press Release dated August 7, 2009. |
Exhibit 99.1
Allscripts Notified of Purported Class Action Lawsuit
Company Will Vigorously Defend Stock Drop Allegations
CHICAGO – August 7, 2009 – Allscripts (NASDAQ: MDRX) today announced that it has been notified that a purported class action complaint had been filed in the United States District Court for the Northern District of Illinois against the Company and certain of its executive officers. The complaint alleges that between May 8, 2007 and February 13, 2008 the Company failed to disclose certain facts about the Company’s business, and on that basis the complaint asserts violations of federal securities laws.
The Company stated that it believes the allegations made in the complaint are without merit and that it intends to vigorously defend against the complaint.
About Allscripts
Allscripts uses innovation technology to bring health to healthcare. More than 160,000 physicians, 800 hospitals and nearly 8,000 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, 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.