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 16, 2010
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 (seeGeneral 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 1.01 | Entry into a Material Definitive Agreement. |
On August 16, 2010, Allscripts-Misys Healthcare Solutions, Inc. (the “Company”) entered into an underwriting agreement (the “Underwriting Agreement”) with Kapiti Limited and ACT Sigmex Limited (the “Selling Stockholders”), each a wholly-owned subsidiary of Misys plc, the Company’s majority stockholder, and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein (collectively, the “Underwriters”), in connection with the public offering and sale by the Selling Stockholders of 27,000,000 shares of common stock of the Company at a price to the public of $17.05 per share. Pursuant to the Underwriting Agreement, the Selling Stockholders have granted the Underwriters a 30-day option to purchase up to an additional 4,050,000 shares of common stock of the Company to cover over-allotments, if any. The offering is expected to close on August 20, 2010, subject to customary closing conditions.
The Company will not receive any of the proceeds from the shares of common stock sold by the Selling Stockholders.
The offering is being conducted as a public offering pursuant to the Company’s effective shelf registration statement on Form S-3 (File No. 333-167412) under the Securities Act of 1933, as amended, and a related prospectus supplement filed with the Securities and Exchange Commission.
The foregoing description of the Underwriting Agreement is qualified in its entirety by reference to the Underwriting Agreement, a copy of which is filed as Exhibit 1.1 hereto and incorporated herein by reference. A copy of the opinion of Sidley Austin LLP, counsel to the Company, relating to the legality of the shares of common stock to be issued and sold in the offering, is filed as Exhibit 5.1 hereto.
| Item 9.01. | Financial Statements and Exhibits. |
| (d) | Exhibits |
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated August 16, 2010, among the Company, the selling stockholders named therein and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Sidley Austin LLP | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |
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 17, 2010 | By: | /s/ William J. Davis | ||
| William J. Davis | ||||
| Chief Financial Officer | ||||
EXHIBIT INDEX
Exhibit | Description | |
| 1.1 | Underwriting Agreement, dated August 16, 2010, among the Company, the selling stockholders named therein and Credit Suisse Securities (USA) LLC, Barclays Capital Inc., J.P. Morgan Securities Inc. and UBS Securities LLC, as representatives of the several underwriters named therein | |
| 5.1 | Opinion of Sidley Austin LLP | |
| 23.1 | Consent of Sidley Austin LLP (included in Exhibit 5.1) | |