UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 4 )*
ALLSCRIPTS—MISYS HEALTHCARE SOLUTIONS, INC.
(Name of Issuer)
Common Stock, $0.01 Par Value
(Title of Class of Securities)
01988P108
(CUSIP Number)
Thomas E. Kilroy, Esq.
Misys plc
One Kingdom Street
Paddington
London W2 6BL
United Kingdom
44 (0)20 3320 5000
A. Peter Harwich, Esq.
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
United States of America
(212) 610-6300
Misys plc
One Kingdom Street
Paddington
London W2 6BL
United Kingdom
44 (0)20 3320 5000
A. Peter Harwich, Esq.
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
United States of America
(212) 610-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
July 26, 2010
(Date of Event which Requires Filing of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report the acquisition that is the subject of this Schedule 13D, and is filing this schedule because of Sections 240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o
Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-7 for other parties to whom copies are to be sent.
* The remainder of this cover page shall be filled out for a reporting person’s initial filing on this form with respect to the subject class of securities, and for any subsequent amendment containing information which would alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed to be “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934 (“Act”) or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act (however, see the Notes).
CUSIP No. |
01988P108 |
| 1 | NAME OF REPORTING PERSON MISYS PLC |
||||||||||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United Kingdom | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | |||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 79,811,511 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | |||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 79,811,511 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 79,811,511 | |||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 54.6% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| CO | |||||||||||
2
CUSIP No. |
01988P108 |
| 1 | NAME OF REPORTING PERSON MISYS PATRIOT US HOLDINGS LLC |
||||||||||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| Delaware | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | |||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 61,308,295 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | |||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 61,308,295 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 61,308,295 | |||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 41.9% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| PN | |||||||||||
3
CUSIP No. |
01988P108 |
| 1 | NAME OF REPORTING PERSON MISYS PATRIOT LIMITED |
||||||||||
| I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a |
|||||||||||
| 2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS) |
||||||||||
| (a) o | |||||||||||
| (b) o | |||||||||||
| 3 | SEC USE ONLY | ||||||||||
| 4 | SOURCE OF FUNDS (SEE INSTRUCTIONS) | ||||||||||
| BK, OO | |||||||||||
| 5 | CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) | ||||||||||
| o | |||||||||||
| 6 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||||||||
| United Kingdom | |||||||||||
| 7 | SOLE VOTING POWER | ||||||||||
| NUMBER OF | |||||||||||
| SHARES | 8 | SHARED VOTING POWER | |||||||||
| BENEFICIALLY | |||||||||||
| OWNED BY | 18,503,216 | ||||||||||
| EACH | 9 | SOLE DISPOSITIVE POWER | |||||||||
| REPORTING | |||||||||||
| PERSON | |||||||||||
| WITH | 10 | SHARED DISPOSITIVE POWER | |||||||||
| 18,503,216 | |||||||||||
| 11 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||||||||
| 18,503,216 | |||||||||||
| 12 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) | ||||||||||
| o | |||||||||||
| 13 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) | ||||||||||
| 12.7% | |||||||||||
| 14 | TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) | ||||||||||
| OO | |||||||||||
4
INTRODUCTORY STATEMENT
This Amendment No. 4 (this “Amendment”) amends the Schedule 13D initially filed on
October 20, 2008 (the “Original Filing”), as amended by Amendment No. 1 filed on February
11, 2009 (the “First Amendment”), Amendment No. 2 filed on February 26, 2010 (the
“Second Amendment”) and Amendment No. 3 filed on June 10, 2010 (the “Third
Amendment”), each relating to the common stock, par value $0.01, of Allscripts-Misys Healthcare
Solutions, Inc. (the “Company”). Information reported in the Original Filing, as amended or
superseded by information contained in the First Amendment, the Second Amendment and the Third
Amendment, remains in effect except to the extent that it is amended or superseded by information
contained in this Amendment.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure in Item 4 of this Schedule 13D is hereby amended and supplemented by adding the
following statement after the final paragraph thereof:
On July 26, 2010, Misys plc (“Misys”) and the Company entered into an agreement dated
as of July 26, 2010 (the “Amendment Agreement”) amending the Framework Agreement dated as
of June 9, 2010 by and between Misys and the Company and previously filed with the Third Amendment
as Exhibit 99.10 to this report. Pursuant to the Amendment Agreement, Misys and the Company agreed
to amend the Framework Agreement to reduce the minimum number of shares of the Company’s common
stock that must be sold in the secondary public offering contemplated by the Framework Agreement to
25,000,000 upon approval of the Merger (as defined in the Third Amendment) by the stockholders of
the Company and Eclipsys Corporation. Misys and the Company also agreed to make certain conforming
changes to the form of Amended and Restated Relationship Agreement attached as an exhibit to the
Framework Agreement and previously filed with the Third Amendment as Exhibit 99.11 to this report
to reflect the possibility that Misys may sell fewer shares than previously contemplated in the
secondary public offering.
The foregoing description of the Amendment Agreement is not intended to be complete and is
qualified in its entirety by reference to such agreement, the full text of which is filed as
Exhibit 99.17 to this report and is incorporated herein by reference.
ITEM 7. MATERIAL TO BE FILED AS EXHIBITS
Item 7 of the Original Filing is hereby amended to add the following:
Exhibit 99.17
|
Amendment dated as of July 26, 2010 to the Framework Agreement dated as of June 9, 2010 by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. |
5
SIGNATURES
After reasonable 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: July 27, 2010
| MISYS PLC |
||||
| By: | /s/ Thomas E. Kilroy | |||
| Name: | Thomas E. Kilroy | |||
| Title: | Executive Vice President, General Counsel and Company Secretary |
|||
| MISYS PATRIOT US HOLDINGS LLC |
||||
| By: | /s/ Darryl Smith | |||
| Name: | Darryl Smith | |||
| Title: | Authorized signatory | |||
| MISYS PATRIOT LTD. |
||||
| By: | /s/ Sarah E. H. Brain | |||
| Name: | Sarah E. H. Brain | |||
| Title: | Authorized signatory | |||
INDEX OF EXHIBITS
| Exhibit No. | Description | |
99.17
|
Amendment dated as of July 26, 2010 to the Framework Agreement dated as of June 9, 2010 by and between Misys plc and Allscripts-Misys Healthcare Solutions, Inc. |
Exhibit 99.17
EXECUTION VERSION
This AMENDMENT, dated as of July 26, 2010 (this Amendment), is made and entered into by and
between
(1) MISYS PLC, a public limited company formed under the laws of England and Wales (Misys), and
(2) ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC., a Delaware corporation (Allscripts),
to amend the Framework Agreement, dated as of June 9, 2010, by and between Misys and Allscripts
(the Framework Agreement).
WHEREAS the parties hereto, as well as Eclipsys Corporation, a Delaware corporation (Eclipsys),
wish to amend the Framework Agreement in certain respects.
NOW, THEREFORE, in consideration of the foregoing and the respective agreements set forth herein,
the parties agree as follows:
| (1) | Section 2.2(a) of the Framework Agreement shall be amended by replacing the number “36,000,000” in the definition of “Minimum Secondary Offering Shares” with the following: “36,000,000 or, if the Emerald Stockholder Approval and the Arsenal Stockholder Approval shall each have been obtained, 25,000,000”. | |
| (2) | The form of Amended and Restated Relationship Agreement attached as Exhibit 12 to the Framework Agreement (the Form Relationship Agreement) shall be amended as follows: |
| (A) | Section 1.1 of the Form Relationship Agreement shall be amended by adding the following definition immediately prior to the definition of “Coniston Transaction”: “Coniston Closing Percentage means the number of Arsenal Shares held by Manchester and its Subsidiaries immediately after the Coniston Closing expressed as a percentage of the aggregate number of the then issued and outstanding Arsenal Shares.” | ||
| (B) | Section 11.1 of the Form Relationship Agreement shall be amended by replacing the phrase “17% of the then issued and outstanding Arsenal Shares” with the phrase “the Coniston Closing Percentage” in each place such phrase occurs. |
| (3) | Except to the extent expressly set forth in this Amendment, all provisions of the Framework Agreement shall remain in full force and effect. All references to the Framework Agreement contained therein or in any other agreement, document or instrument executed or to be executed in connection with the Framework Agreement shall mean the Framework Agreement as amended hereby. | |
| (4) | The provisions of Section 11 of the Framework Agreement are deemed included herein to the same extent as if expressly set forth in this Amendment. |
[Signature Page Follows]
IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be signed by their respective
officers thereunto duly authorized, all as of the date first written above.
| MISYS PLC |
||||
| By: | /s/ Tom Kilroy | |||
| Name: | Tom Kilroy | |||
| Title: | EVP, General Counsel, Company Secretary | |||
| ALLSCRIPTS-MISYS HEALTHCARE SOLUTIONS, INC. |
||||
| By: | /s/ Lee Shapiro | |||
| Name: | Lee Shapiro | |||
| Title: | President | |||
| Acknowledged and Agreed: ECLIPSYS CORPORATION |
||||
| By: | /s/ Philip M. Pead | |||
| Name: | Philip M. Pead | |||
| Title: | President & CEO | |||