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): October 1, 2015
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
(Exact name of Registrant as Specified in Its Charter)
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Delaware |
001-35547 |
36-4392754 |
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(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
Not Applicable
(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 Instructions A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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 October 1, 2015, the Board of Directors of Allscripts Healthcare Solutions, Inc. (the “Company”) appointed Richard J. Poulton, age 50, the Company’s Executive Vice President and Chief Financial Officer, as its President. Mr. Poulton will continue to serve as the Company’s Chief Financial Officer on an interim basis as the Company commences a search for a new Chief Financial Officer. Mr. Poulton has served as Chief Financial Officer of the Company since October 2012. Prior to joining the Company, Mr. Poulton served as the Chief Financial Officer and Treasurer for AAR Corp., a diversified provider of products and services to the worldwide aviation, government and defense industries.
In connection with Mr. Poulton’s appointment as President, the Compensation Committee of the Board of Directors of the Company approved the following compensatory arrangements covering Mr. Poulton:
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Mr. Poulton’s annual base salary was increased to $600,000; |
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Mr. Poulton’s target award under the Company’s performance-based cash incentive bonus program was established at $600,000; and |
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Mr. Poulton was granted restricted stock units under the Company’s 2011 Stock Incentive Plan with a grant value of $500,000, which will vest in three equal annual installments, subject to his continued employment. |
There are no family relationships between Mr. Poulton and any director or executive officer of the Company, and Mr. Poulton has no direct or indirect material interest in any transaction required to be disclosed pursuant to Item 404(a) of Regulation S-K.
In connection with Mr. Poulton’s promotion to President, Paul M. Black, who had been serving as both Chief Executive Officer and President of the Company, will no longer serve as President. The Company and Mr. Black executed an amendment to Mr. Black’s employment agreement pursuant to which the term of Mr. Black’s employment as Chief Executive Officer of the Company was extended for an additional three-year term and will automatically renew for additional one-year terms unless either party terminates the agreement with 90 days prior notice. The initial term of Mr. Black’s employment agreement was set to expire in December 2015. The other terms of Mr. Black’s employment with the Company remain unchanged.
The foregoing summary of the amendment to Mr. Black’s employment agreement is qualified in its entirety by the terms and conditions of Amendment No. 1 to Employment Agreement between the Company and Mr. Black, which is filed as Exhibit 10.1 to this report and is incorporated herein by reference.
Item 7.01.Regulation FD Disclosure
On October 7, 2015, the Company issued a press release announcing Mr. Poulton’s promotion to President of the Company. A copy of the press release is attached to this Current Report on Form 8-K as Exhibit 99.1 and is incorporated herein by reference.
The information furnished pursuant to this Item shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended (the “Exchange Act”), or incorporated by reference in any filing under the Securities Act of 1933, as amended, or the Exchange Act.
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Item 9.01.Financial Statements and Exhibits.
(d) Exhibits.
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 1 to Employment Agreement, effective October 1, 2015, between Allscripts Healthcare Solutions, Inc. and Paul M. Black |
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99.1 |
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Press Release by Allscripts Healthcare Solutions, Inc. dated October 7, 2015 |
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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.
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. |
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Date: October 7, 2015 |
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By: |
/s/ Brian P. Farley |
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Brian P. Farley Senior Vice President and General Counsel |
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EXHIBIT INDEX
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Exhibit No. |
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Description |
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10.1 |
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Amendment No. 1 to Employment Agreement, effective October 1, 2015, between Allscripts Healthcare Solutions, Inc. and Paul M. Black |
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99.1 |
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Press Release by Allscripts Healthcare Solutions, Inc. dated October 7, 2015 |
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EXHIBIT 10.1
Amendment No. 1 to Employment Agreement
THIS AMENDMENT NO. 1 to the Employment Agreement (the “Agreement”), dated December 19, 2012, by and between Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), and Paul M. Black (“Executive”), is effective as of October 1, 2015.
WHEREAS, Allscripts and Executive previously entered into the Agreement and now mutually wish to amend certain terms contained therein.
NOW THEREFORE, in consideration of the foregoing premises, it is agreed by and between the parties as follows:
1. Section 2 of the Agreement is hereby deleted in its entirety and replaced with the following:
2.Term.
The term of Executive’s employment by Company under this Agreement (the “Employment Period”) shall commence on the Effective Date and shall continue in effect through the sixth (6th) anniversary of the Effective Date, unless earlier terminated as provided herein. Thereafter, unless Company or Executive shall elect not to renew the Employment Period upon the expiration of the initial term or any renewal term, which election shall be made by providing written notice of nonrenewal to the other party at least ninety (90) days prior to the expiration of the then current term, the Employment Period shall be extended for an additional twelve (12) months. If Company elects not to renew the Employment Period at the end of the initial term or any renewal term, such nonrenewal shall be treated as a termination of the Employment Period and Executive’s employment without Cause by Company for the limited purpose of determining the payments and benefits available to Executive under this Agreement and any equity award (e.g., Executive shall be entitled to the severance benefits set forth in Section 4.5.1). If Executive elects not to renew the Employment Period, such nonrenewal shall constitute a termination of Executive’s employment and the Employment Period by Executive without Constructive Discharge, and Executive shall only be entitled to the payments and benefits set forth in Section 4.5.4.
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Executive from the office of President of the Company is not a material diminution in or other substantial adverse alteration in the nature or scope of Executive’s responsibilities with the Company, and further understand and agree that such removal will not entitle Executive to terminate his employment for “Constructive Discharge” as described in Section 4.4 of the Agreement. |
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All other provisions of the Agreement remain in full force and effect. |
(Signature Page Follows)
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IN WITNESS WHEREOF, the parties hereto have caused this Amendment to be executed on the day and year first above written.
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ALLSCRIPTS HEALTHCARE SOLUTIONS, INC. By: /S/ BRIAN P. FARLEY Name: BRIAN P. FARLEY Title: GENERAL COUNSEL AND CORPORATE SECRETARY |
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/S/ PAUL M. BLACK Paul M. Black |
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EXHIBIT 99.1
Allscripts solidifies management team, enhances organizational structure
Rick Poulton promoted to President, search initiated for new Chief Financial Officer
Paul Black’s employment agreement extended through at least 2018
CHICAGO – October 7, 2015 – Allscripts (Nasdaq: MDRX) (“Allscripts”) announced a solidified management team under an enhanced organizational structure. This new structure will enable more effective client partnerships and better support the Company’s long-term growth.
Chief Financial Officer Rick Poulton is promoted to President, responsible for day-to-day operational leadership. He will continue to report to Chief Executive Officer Paul Black, who has held the dual position of President and CEO since joining the Company in December 2012.
The Company has commenced a search for a new CFO, and Poulton will maintain the CFO title and responsibilities until a new CFO is appointed.
In addition, the Allscripts Board of Directors and Paul Black agreed to extend Black’s employment agreement through at least 2018. The initial term of his previous contract was set to expire in December 2015.
Black stated, “These changes reflect the deep bench of talent at Allscripts and better position us to meet our long-term strategic goals, including growing our client base, investing in emerging growth markets, delivering consistent financial results, and ensuring efficient operations. Rick has proven to be a trusted leader and valuable asset to me, our associates and our clients. As President, Rick will continue to provide leadership by overseeing the business operations day-to-day, allowing me to focus even more on global strategy, clients, shareholders and associates.
“I am also honored that the board has agreed to extend my contract. My commitment to Allscripts reflects my excitement regarding the opportunities before us, and I look forward to continuing to work with Rick and the rest of the team to build upon the progress we have made together.”
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About Allscripts
Allscripts (NASDAQ:MDRX) is a leader in healthcare information technology solutions that advance clinical, financial and operational results. Our innovative solutions connect people, places and data across an Open, Connected Community of Health™. Connectivity empowers caregivers to make better decisions and deliver better care for healthier populations. To learn more, visit www.allscripts.com, Twitter, YouTube and It Takes A Community: The Allscripts Blog.
Investor and Media Contacts
Investors:
Seth Frank
312-506-1213
seth.frank@allscripts.com
Media:
Concetta Di Franco
312-447-2466
Concetta.difranco@allscripts.com