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): July 9, 2013
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
(Exact Name of Registrant as Specified in Its Charter)
| Delaware | 001-35547 | 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 2.02 | Results of Operations and Financial Condition. |
On July 10, 2013, Allscripts Healthcare Solutions, Inc. (the “Company”) announced certain preliminary results for the three months ended June 30, 2013. Further details are described in the press release issued by the Company on July 10, 2013 and furnished as Exhibit 99.1 hereto and incorporated herein by reference.
The information contained in, or incorporated into, Item 2.02, including Exhibit 99.1 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
| Item 5.02. | Departure, election or appointment of directors or officers; compensatory arrangements of certain officers. |
On July 9, 2013, Stephen Shute stepped down from his position as Executive Vice President, Sales of the Company, effective August 8, 2013. The Company anticipates entering into a separation agreement pursuant to which Mr. Shute’s separation will be treated as a termination without cause for purposes of calculating severance and benefits. A termination without cause under his existing employment agreement provides for (i) a cash payment in twelve equal monthly installments of one times annual salary plus target performance bonus and target sales bonus, which totals $880,000, (ii) one year of continued health benefits and (iii) partial accelerated vesting of equity awards (i.e., vesting of any awards that would vest during the next year plus a pro rata amount of one additional unvested tranche, subject to satisfaction of any applicable performance conditions). Additional expected terms in the separation agreement include (i) Mr. Shute receiving payment of certain sales incentives earned through August 8, 2013, (ii) noncompetition and nonsolicitation covenants for a period of 12 months from his termination date and (iii) a release of claims, a non-disparagement covenant and a cooperation covenant from Mr. Shute.
| Item 7.01. | Regulation FD Disclosure. |
On July 9, 2013, the Company announced that the North Shore-LIJ Health System had extended its relationship with the Company for managed IT services. Further details are described in the press release issued by the Company on July 9, 2013 and furnished as Exhibit 99.2 hereto and incorporated herein by reference.
The information contained in, or incorporated into, Item 7.01, including Exhibit 99.2 attached hereto, is being furnished and shall not be deemed “filed” for the purposes of Section 18 of the Exchange Act, or otherwise subject to the liabilities of that section, nor shall it be deemed incorporated by reference into any registration statement or other filing under the Securities Act of 1933, as amended, or the Exchange Act, except as shall be expressly set forth by specific reference to such filing.
| Item 9.01 | Financial Statements and Exhibits. |
| Exhibit |
Description | |
| 99.1 | Press Release dated July 10, 2013 | |
| 99.2 | Press Release dated July 9, 2013 | |
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 HEALTHCARE SOLUTIONS, INC. | ||||||
| Date: July 11, 2013 | ||||||
| By: | /s/ Richard J. Poulton | |||||
| Richard J. Poulton Chief Financial Officer | ||||||
EXHIBIT INDEX
| Exhibit |
Description | |
| 99.1 | Press Release dated July 10, 2013 | |
| 99.2 | Press Release dated July 9, 2013 | |
Exhibit 99.1
Allscripts expects second quarter bookings to exceed $200 million, demonstrating growth over prior quarters
Company expects 2Q 2013 backlog of approximately $3.1 billion, a Company record
Second quarter 2013 financial results to be released on August 8
CHICAGO – July 10, 2013 – Allscripts (NASDAQ: MDRX) announced preliminary sales results for the second quarter of 2013. Allscripts expects bookings to exceed $200 million for the three months ended June 30, 2013. This compares positively with bookings of approximately $194 million for the second quarter of 2012 and approximately $178 million for the first quarter of 2013, respectively.
In addition, the Company expects total contract backlog as of June 30, 2013 to approximate $3.1 billion, or approximately 13 percent quarter-over-quarter growth, a Company record. Preliminary second quarter contract backlog includes the five-year extension for Managed IT Services with North Shore-LIJ Health System, as well as several other client extensions signed during the second quarter. The contract renewal at North Shore-LIJ Health System did not contribute to the bookings result for the second quarter.
“I am pleased to report tangible progress with several of our strategic initiatives,” said Paul Black, Allscripts President and Chief Executive Officer. “Our focus on client obligations is beginning to deliver results as we see improving confidence from both inside and outside the Allscripts client base. We are seeing a healthy mix of new agreements with existing clients as well as new client wins, growing our recurring revenue backlog as well as bookings. We look forward to discussing our progress in further detail on August 8th.”
Earnings Call Details
Allscripts will report its financial results for the three months ended June 30, 2013, after the stock market closes on Thursday, August 8, 2013. Allscripts management will host a conference call and webcast to discuss the company’s earnings and other information at 4:30 p.m. Eastern Daylight Time that same day. The press release also will be available on the company’s website at http://investor.allscripts.com.
To listen to the conference call, participants may log onto http://www.allscripts.com/. Participants also may access the conference call by dialing (877) 303-0543 (toll free in the U.S.) or (973) 935-8787 (international) and requesting Conference ID #13179595.
A replay of the call will be available two hours after the conclusion of the call, for a period of two weeks, at http://www.allscripts.com/ or by calling (855) 859-2056 or (404) 537-3406 - Conference ID #13179595.
The presentations may be accessed live or as archived files at http://investor.allscripts.com.
About Allscripts
Allscripts (NASDAQ: MDRX) delivers the insights that healthcare providers require to generate world-class outcomes. The company’s Electronic Health Record, practice management and other clinical, revenue cycle, connectivity and information solutions create a Connected Community of Health™ for physicians, hospitals and post-acute organizations. To learn more about Allscripts, please visit www.allscripts.com, Twitter, YouTube and It Takes A Community: The Allscripts Blog.
###
© 2013 Allscripts Healthcare, LLC. All Rights Reserved.
Allscripts, the Allscripts logo, and other Allscripts marks are either registered trademarks or trademarks of Allscripts Healthcare, LLC in the United States and/or other countries. All other trademarks are the property of their respective owners.
For more information contact:
Investors:
Seth Frank
312-506-1213
seth.frank@allscripts.com
Media:
Claire Weingarden
312-447-2442
claire.weingarden@allscripts.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements regarding future events or developments, our future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements with 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, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Such risks, uncertainties and other factors include, among other things: the possibility that our current initiatives focused on product delivery, client experience, streamlining our cost structure, and financial performance may not be successful, which could result in declining demand for our products and services, including attrition among our existing customer base; the impact of the realignment of our sales and services organization; potential difficulties or delays in achieving platform and product integration and the connection and movement of data among hospitals, physicians, patients and others; the risks that we will not achieve the strategic benefits of the merger with Eclipsys Corporation (Eclipsys) or our acquisition of dbMotion, Ltd. (dbMotion), or that the Allscripts products will not be integrated successfully with the Eclipsys and dbMotion products; competition within the industries in which we operate, including the risk that existing clients will switch to products of competitors; failure to maintain interoperability certification pursuant to the Health Information Technology for Economic and Clinical Health Act (HITECH), with resulting increases in development and other costs for us and possibly putting us at a competitive disadvantage in the marketplace; the volume and timing of systems sales and installations, the length of sales cycles and the installation process and the possibility that our 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; any costs or customer losses we may incur relating to the standardization of our small office electronic health record and practice management systems that could adversely affect our results of operations; competitive pressures including product offerings, pricing and promotional activities; our ability to establish and maintain strategic relationships; errors or similar problems in our software products or other product quality issues; the outcome of any legal proceeding that has been or may be instituted against us and others; compliance obligations under new and existing laws, regulations and industry initiatives, including new regulations relating to HIPAA/HITECH, increasing enforcement activity in respect of anti-bribery, fraud and abuse, privacy, and similar laws, and future changes in laws or regulations in the healthcare industry, including possible regulation of our software by the U.S. Food and Drug Administration; the possibility of product-related liabilities; our ability to attract and retain qualified personnel; the continued implementation and ongoing acceptance of the electronic record provisions of the American Recovery and Reinvestment Act of 2009, as well as elements of the Patient Protection and Affordable Care Act (aka health reform) which pertain to healthcare IT adoption, including uncertainty related to changes in reimbursement methodology and the shift to pay-for-outcomes; maintaining our intellectual property rights and litigation involving intellectual property rights; legislative, regulatory and economic developments; risks related to third-party suppliers and our ability to obtain, use or successfully integrate third-party licensed technology; breach of data security by third parties and unauthorized access to patient health information by third parties resulting in enforcement actions, fines and other litigation. See our Annual Report on Form 10-K/10K-A for 2012 and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our business. The statements herein speak only as of their date and we undertake no duty to update any forward-looking statement whether as a result of new information, future events or changes in expectations.
Exhibit 99.2
North Shore-LIJ Extends Allscripts Outsourcing Agreement Through 2020
Five-year extension to manage and run health system’s IT services expected to yield more than $400 million in incremental revenue
CHICAGO – July 9, 2013 – Allscripts (NASDAQ: MDRX) announced today that the North Shore-LIJ Health System has extended its relationship for managed IT services. The five-year extension builds on a long-standing partnership between the two companies and is expected to result in more than $400 million in incremental revenue to Allscripts over the life of the contract.
“Choosing the right partners is an important part of our commitment to deliver compassionate medical care in a safe and comfortable environment,” said Michael J Dowling, President and Chief Executive Officer, North Shore-LIJ. “Allscripts has proven they have the expertise to help us cross the chasm to value-based care.”
“At North Shore-LIJ, we are committed to using leading-edge technology as an accelerator to deliver the best patient care,” said John L. Bosco, Senior Vice President and Chief Information Officer at North Shore-LIJ. “Our investments in Allscripts, in both solutions and managed services, better enable caregivers to focus on what they need to – taking care of patients.”
North Shore-LIJ plays a key role in meeting the health and wellness needs of millions of people throughout the New York metropolitan area, and in improving the technology and innovation that will help strengthen the quality of health care in the region. To support those efforts, Allscripts will collaborate with North Shore-LIJ in establishing an Innovation Lab to: accelerate technological advancements in Allscripts solutions and tools; collaborate with North Shore-LIJ physicians to create improved health-care technology solutions; and deliver solutions that can rapidly respond to changes in the region’s health care markets.
In addition to fully managing IT Services for North Shore-LIJ, Allscripts technology and solutions already deployed in the network include Sunrise Clinical Manager, Enterprise Electronic Health Record and Care Management.
“We’re privileged to partner with one of the nation’s leading health care systems in North Shore-LIJ, and we are very pleased at their significant vote of confidence in our commitment to deliver,” said Paul Black, Allscripts President and Chief Executive Officer. “Our obligation to our clients remains our top priority as we focus on quality, delivery, support and excellence in execution.”
About North Shore-LIJ
The nation’s 14th-largest healthcare system with $6.7 billion in annual revenues, North Shore-LIJ delivers world-class clinical care throughout the New York metropolitan area, pioneering research at The Feinstein Institute for Medical Research and a visionary approach to medical education, highlighted by the Hofstra North Shore-LIJ School of Medicine. North Shore-LIJ cares for people at every stage of life at 16 hospitals, long-term care facilities and about 400 outpatient physician practices throughout the region. North Shore-LIJ’s owned hospitals and long-term care facilities house more than 6,000 beds, employ more than 10,000 nurses and have affiliations with more than 9,400 physicians. With a workforce of more than 46,000, North Shore-LIJ is the largest employer on Long Island and the third-largest private employer in New York City. For more information, go to www.northshorelij.com.
About Allscripts
Allscripts (NASDAQ: MDRX) delivers the insights that healthcare providers require to generate world-class outcomes. The company’s Electronic Health Record, practice management and other clinical, revenue cycle, connectivity and information solutions create a Connected Community of Health™ for physicians, hospitals and post-acute organizations. To learn more about Allscripts, please visit www.allscripts.com, Twitter, YouTube and It Takes A Community: The Allscripts Blog.
###
© 2013 Allscripts Healthcare, LLC. All Rights Reserved.
Allscripts, the Allscripts logo, and other Allscripts marks are either registered trademarks or trademarks of Allscripts Healthcare, LLC in the United States and/or other countries. All other trademarks are the property of their respective owners.
For more information contact:
Investors:
Seth Frank
312-506-1213
seth.frank@allscripts.com
Media:
Claire Weingarden
312-447-2442
claire.weingarden@allscripts.com
Forward-Looking Statements
This press release contains forward-looking statements within the meaning of the federal securities laws. Statements regarding future events or developments, our future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements with 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, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on our results of operations or financial condition. Such risks, uncertainties and other factors include, among other things: the possibility that our current initiatives focused on product delivery, client experience, streamlining our cost structure, and financial performance may not be successful, which could result in declining demand for our products and services, including attrition among our existing customer base; the impact of the realignment of our sales and services organization; potential difficulties or delays in achieving platform and product integration and the connection and movement of data among hospitals, physicians, patients and others; the risks that we will not achieve the strategic benefits of the merger with Eclipsys Corporation (Eclipsys) or our acquisition of dbMotion, Ltd. (dbMotion), or that the Allscripts products will not be integrated successfully with the Eclipsys and dbMotion products; competition within the industries in which we operate, including the risk that existing clients will switch to products of competitors; failure to maintain interoperability certification pursuant to the Health Information Technology for Economic and Clinical Health Act (HITECH), with resulting increases in development and other costs for us and possibly putting us at a competitive disadvantage in the marketplace; the volume and timing of systems sales and installations, the length of sales cycles and the installation process and the possibility that our 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; any costs or customer losses we may incur relating to the standardization of our small office electronic health record and practice management systems that could adversely affect our results of operations; competitive pressures including product offerings, pricing and promotional activities; our ability to establish and maintain strategic relationships; errors or similar problems in our software products or other product quality issues; the outcome of any legal proceeding that has been or may be instituted against us and others; compliance obligations under new and existing laws, regulations and industry initiatives, including new regulations relating to HIPAA/HITECH, increasing enforcement activity in respect of anti-bribery, fraud and abuse, privacy, and similar laws, and future changes in laws or regulations in the healthcare industry, including possible regulation of our software by the U.S. Food and Drug Administration; the possibility of product-related liabilities; our ability to attract and retain qualified personnel; the continued implementation and ongoing acceptance of the electronic record provisions of the American Recovery and Reinvestment Act of 2009, as well as elements of the Patient Protection and Affordable Care Act (aka health reform) which pertain to healthcare IT adoption, including uncertainty related to changes in reimbursement methodology and
the shift to pay-for-outcomes; maintaining our intellectual property rights and litigation involving intellectual property rights; legislative, regulatory and economic developments; risks related to third-party suppliers and our ability to obtain, use or successfully integrate third-party licensed technology; breach of data security by third parties and unauthorized access to patient health information by third parties resulting in enforcement actions, fines and other litigation. See our Annual Report on Form 10-K/10K-A for 2012 and other public filings with the SEC for a further discussion of these and other risks and uncertainties applicable to our business. The statements herein speak only as of their date and we undertake no duty to update any forward-looking statement whether as a result of new information, future events or changes in expectations.