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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): MARCH 30, 2000
COMMISSION FILE NUMBER: 000-24539
ECLIPSYS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 65-0632092
(State of Incorporation) (IRS Employer Identification
Number)
777 East Atlantic Avenue
Suite 200
Delray Beach, Florida
33483
(Address of principal executive offices)
(561)-243-1440
(Telephone number of registrant)
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ITEM 5. OTHER EVENTS
On March 30, 2000, Eclipsys Corporation (the "Registrant") entered into
a definitive Agreement and Plan of Merger (the "Merger Agreement") by and among
the Registrant, Neoforma.com, Inc., a Delaware corporation ("Neoforma"), and a
wholly-owned subsidiary of Neoforma ("Merger Sub"), pursuant to which the
Registrant agreed to be acquired by Neoforma. Subject to the terms and
conditions of the Merger Agreement, Merger Sub will merge with and into the
Registrant, with the Registrant to survive the merger as a wholly-owned
subsidiary of Neoforma (the "Merger"), and each outstanding share of the
Registrant's common stock will be converted into the right to receive 1.344
shares of Neoforma common stock. The transaction has been structured to qualify
as a tax-free reorganization and will be accounted for as a purchase.
In connection with the execution of the Merger Agreement, Harvey J.
Wilson, Chairman of the Board and Chief Executive Officer of the Registrant,
Wilfam, L.P. (which may be deemed to be an affiliate of Mr. Wilson), entities
affiliated with General Atlantic Partners, LLC, Partners HealthCare System,
Inc., and Motorola, Inc. (collectively, the "Holders") have each entered into
Voting Agreements with Neoforma, pursuant to which such Holders agreed to vote
an aggregate of approximately 11,346,996 shares of the Registrant's common
stock, constituting an aggregate of approximately 31% of the Registrant's
outstanding common stock, in favor of the Merger and against any proposal made
in opposition to or in competition with the Merger. Such Holders also granted
Neoforma's board of directors an irrevocable proxy to vote their shares in favor
of the Merger and against any proposal made in opposition to or in competition
with the Merger. Neoforma stockholders have entered into Voting Agreements
(collectively, the "Eclipsys Voting Agreements") with the Registrant and
HEALTHvision, Inc., a Delaware corporation ("HEALTHvision") pursuant to which
such stockholders agreed to vote an aggregate of approximately 35% of
Neoforma's outstanding common stock in prior of issuance of the shares of
Neoforma common stock to be issued in the Eclipsys Merger and the Related
Agreements (as defined below).
Under the Merger Agreement, Neoforma agreed that following the Effective
Time (as defined in the Merger Agreement), the Neoforma board of directors would
be increased to nine members, and three designees of the Registrant, including
Mr. Wilson and a designee affiliated with General Atlantic Partners LLC would
be elected. Mr. Wilson would be elected to serve as Chairman of Neoforma.
Concurrently with execution of the Merger Agreement, Neoforma entered in
to an Agreement and Plan of Merger (the "HEALTHvision Merger Agreement"), by and
among Neoforma and HEALTHvision, Inc., a Delaware corporation ("HEALTHvision"),
providing for the merger (the "HEALTHvision Merger") of HEALTHvision with and
into the Registrant immediately following the Merger. The Registrant owns shares
of common and preferred stock of HEALTHvision representing approximately 34% of
the outstanding voting power. In connection with the execution of the
HEALTHvision Merger Agreement, the Registrant, entities affiliated with General
Atlantic Partners, LLC, and VHA (as defined below) entered into Voting
Agreements with Neoforma, pursuant to which such parties agreed to vote in favor
of the HEALTHvision Merger securities
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constituting a majority of the HEALTHvision's capital stock entitled to vote
thereon and granted Neoforma's board of directors an irrevocable proxy to vote
their shares in favor of the HEALTHvision Merger and against any proposal made
in opposition to or in competition with the HEALTHvision Merger. The Voting
Agreement entered into by the Registrant is referred to herein as the
"HEALTHvision Voting Agreement".
In addition, concurrently with the execution of the Merger Agreement,
Neoforma entered into an Outsourcing and Operating Agreement (the "Novation
Operating Agreement") among Neoforma, Novation, LLC, a Delaware limited
liability company ("Novation"), VHA, Inc., a Delaware corporation ("VHA"),
University Healthsystem Consortium, an Illinois corporation ("UHC"), and
Healthcare Purchasing Partners International, LLC, a Delaware limited liability
company ("HPPI"), and Common Stock and Warrant Agreements between Neoforma and
VHA, and Neoforma and UHC, respectively (the "Stock and Warrant Agreements" and,
together with the Novation Operating Agreement, the "Novation Documents," and
the Novation Documents together with the HEALTHvision Merger Agreement, the
"Related Agreements"). Neoforma has advised the Registrant that it intends to
file with the Securities Exchange Commission copies of each of the Related
Agreements pursuant to which shares of Neoforma common stock will be issued as
exhibits to a Current Report on Form 8-K. The description of such documents is
qualified in its entirety by reference to the full text of such exhibits.
Under the Merger Agreement, consummation of the Merger is conditioned,
among other things, upon consummation of the HEALTHvision Merger and the closing
of the transactions contemplated by the Stock and Warrant Agreements. In
addition, the Merger Agreement may be terminated by either party upon
termination of the HEALTHvision Merger Agreement or the Novation Documents. The
Merger is subject to several additional conditions, including approval by
companies' stockholders, the expiration of applicable waiting periods under
antitrust laws and obtaining necessary consents.
The Merger Agreement, the Eclipsys Voting Agreements and the
HEALTHvision Voting Agreement are filed as exhibits to this report and we
incorporated by reference herein. The foregoing description of such documents is
qualified in its entirety by reference to the full text of such exhibits.
A press release announcing the Merger and the Related Transactions is
attached as an exhibit to this report.
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ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NO. DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of March 30,2000, by and among
the Registrant, Neoforma, and NeoIII Acquisition Corp.
99.1 HEALTHvision Voting Agreement, dated as of March 30, 2000, by and
among the Registrant and Neoforma.
99.2 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Robert Rene.
99.3 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and M. Rangaswami.
99.4 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Delphi Ventures.
99.5 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Robert Zollars.
99.6 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Wayne McVicker.
99.7 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Jeffrey H. Kleck.
99.8 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Garnett Family Trust.
99.9 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Frederick Ruegsegger.
99.10 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Superior Consultant Company.
99.11 Press Release dated March 30, 2000, issued by the Registrant.
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SIGNATURES
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 thereunto duly authorized.
ECLIPSYS CORPORATON
Date: April 3, 2000 /s/ Jack Risenhoover
------------------------------
Jack Risenhoover
Secretary
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ECLIPSYS CORPORATION
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
- ------- -----------
2.1 Agreement and Plan of Merger, dated as of March 30, 2000, by and among
the Registrant, Neoforma, and NeoIII Acquisition Corp.
99.1 HEALTHvision Voting Agreement, dated as of March 30, 2000, by and among
the Registrant and Neoforma.
99.2 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Robert Rene.
99.3 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and M. Rangaswami.
99.4 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Delphi Ventures.
99.5 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Robert Zollars.
99.6 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Wayne McVicker.
99.7 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Jeffrey H. Kleck.
99.8 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Garnett Family Trust.
99.9 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Frederick Ruegsegger.
99.10 Parent Voting Agreement, dated as of March 30, 2000, by and among the
Registrant, HEALTHvision, Inc. and Superior Consultant Company.
99.11 Press Release dated March 30, 2000, issued by the Registrant.