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SCHEDULE 14A
(RULE 14A-101)
INFORMATION REQUIRED IN PROXY STATEMENT
SCHEDULE 14A INFORMATION
PROXY STATEMENT PURSUANT TO SECTION 14(A) OF THE SECURITIES
EXCHANGE ACT OF 1934
Filed by the Registrant [X]
Filed by a Party other than the Registrant [ ]
Check the appropriate box:
[ ] Preliminary Proxy Statement [ ] Confidential, for Use of the
Commission Only (as permitted by
Rule 14a-6(e)(2))
[X] Definitive Proxy Statement
[ ] Definitive Additional Materials
[ ] Soliciting Material Pursuant to Rule 14a-11(c) or Rule 14a-12
ECLIPSYS CORPORATION
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(Name of Registrant as Specified in Its Charter)
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(Name of Person(s) Filing Proxy Statement if other than the Registrant)
Payment of Filing Fee (Check the appropriate box):
[X] No fee required.
[ ] Fee computed on table below per Exchange Act Rules 14a-6(i)(1) and
0-11.
(1) Title of each class of securities to which transaction applies:
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(2) Aggregate number of securities to which transaction applies:
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(3) Per unit price or other underlying value of transaction computed
pursuant to Exchange Act Rule 0-11 (Set forth the amount on which the
filing fee is calculated and state how it was determined):
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(4) Proposed maximum aggregate value of transaction:
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(5) Total fee paid:
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[ ] Fee paid previously with preliminary materials.
[ ] Check box if any part of the fee is offset as provided by Exchange Act
Rule 0-11(a)(2) and identify the filing for which the offsetting fee
was paid previously. Identify the previous filing by registration
statement number, or the form or schedule and the date of its filing.
(1) Amount previously paid:
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(2) Form, schedule or registration statement no.:
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(3) Filing party:
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(4) Date filed:
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ECLIPSYS CORPORATION
777 EAST ATLANTIC AVENUE, SUITE 200
DELRAY BEACH, FLORIDA 33483
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON APRIL 26, 2001
The Annual Meeting of Stockholders of Eclipsys Corporation (the "Company")
will be held at the Delray Beach Marriott, 10 North Ocean Boulevard, Delray
Beach, Florida 33483, on Thursday, April 26, 2001, at 10:30 a.m., local time, to
consider and act upon the following matters:
1. To elect two Class III directors for the ensuing three years.
2. To ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent auditors for
the current fiscal year.
3. To transact such other business as may properly come before the meeting
or any adjournment thereof.
Stockholders of record at the close of business on March 12, 2001 will be
entitled to notice of and to vote at the meeting or any adjournment thereof. The
stock transfer books of the Company will remain open following the record date.
By Order of the Board of Directors,
/s/ T. JACK RISENHOVER, II
T. Jack Risenhoover, II, Secretary
Delray Beach, Florida
March 26, 2001
WHETHER OR NOT YOU EXPECT TO ATTEND THE MEETING, PLEASE COMPLETE, DATE AND SIGN
THE ENCLOSED PROXY AND MAIL IT PROMPTLY IN THE ENCLOSED ENVELOPE IN ORDER TO
ENSURE REPRESENTATION OF YOUR SHARES. NO POSTAGE NEED BE AFFIXED IF THE PROXY IS
MAILED IN THE UNITED STATES.
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ECLIPSYS CORPORATION
777 EAST ATLANTIC AVENUE, SUITE 200
DELRAY BEACH, FLORIDA 33483
PROXY STATEMENT FOR THE ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD ON THURSDAY, APRIL 26, 2001
This Proxy Statement is furnished in connection with the solicitation of
proxies by the Board of Directors of Eclipsys Corporation (the "Company") for
use at the Annual Meeting of Stockholders to be held on Thursday, April 26, 2001
and at any adjournment of that meeting. All executed proxies will be voted in
accordance with the stockholders' instructions. If no choice is specified,
executed proxies will be voted in favor of the matters set forth in the
accompanying Notice of Meeting. Any proxy may be revoked by a stockholder at any
time before its exercise by delivery of written revocation or a subsequently
dated proxy to the Secretary of the Company or by voting in person at the Annual
Meeting.
On March 12, 2001, the record date for the determination of stockholders
entitled to vote at the Annual Meeting (the "Record Date"), there were
outstanding and entitled to vote an aggregate of 43,180,733 shares of Voting
Common Stock ("Voting Common Stock") of the Company (constituting all of the
voting stock of the Company). Holders of Voting Common Stock are entitled to one
vote per share. Holders of the Company's Non-Voting Common Stock are not
entitled to vote at the Annual Meeting.
The Company's Annual Report for the year ended December 31, 2000 is being
mailed to stockholders, along with these proxy materials, on or about March 26,
2001.
THE COMPANY'S ANNUAL REPORT ON FORM 10-K FOR THE YEAR ENDED DECEMBER 31,
2000 AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION IS INCLUDED IN THE
COMPANY'S ANNUAL REPORT.
VOTES REQUIRED
The holders of a majority of the shares of Voting Common Stock outstanding
and entitled to vote at the Annual Meeting will constitute a quorum for the
transaction of business at the Annual Meeting. Shares of Voting Common Stock
represented in person or by proxy (including shares which abstain or do not vote
with respect to one or more of the matters presented for stockholder approval)
will be counted for purposes of determining whether a quorum is present at the
Annual Meeting.
The affirmative vote of a plurality of the votes cast by stockholders
entitled to vote on the matter is required for the election of directors. The
affirmative vote of a majority of the shares of Voting Common Stock voting on
the matter is required to ratify the selection by the Board of Directors of
PricewaterhouseCoopers LLP as the Company's independent auditors for the current
year.
Shares which abstain from voting as to a particular matter, and shares held
in "street name" by brokers or nominees who indicate on their proxies that they
do not have discretionary authority to vote such shares as to a particular
matter, will not be counted as votes in favor of such matter, and will also not
be counted as shares voting on such matter. Accordingly, abstentions and "broker
non-votes" will have no effect on the voting on matters (such as the election of
directors and the ratification of the selection of the auditors) that require
the affirmative vote of a plurality or a majority of the votes cast or the
shares voting on the matter.
BENEFICIAL OWNERSHIP OF COMMON STOCK
The following table sets forth certain information regarding the beneficial
ownership of the Company's Voting Common Stock as of March 12, 2001 by (i) each
person or entity who is known by the Company to beneficially own more than 5% of
the outstanding shares of Common Stock, (ii) by each director or nominee for
director, (iii) by each of the executive officers named in the Summary
Compensation Table set forth under the caption "Executive Compensation" below
and (iv) by all directors and executive officers as a group. Unless otherwise
indicated, each person or entity named in the table has sole voting
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power and investment power (or shares such power with his or her spouse) with
respect to all shares of capital stock listed as owned by such person or entity.
Except as set forth herein, the business address of the named beneficial
owner is c/o Eclipsys Corporation, 777 East Atlantic Avenue, Suite 200, Delray
Beach, Florida 33483.
NUMBER OF SHARES PERCENTAGE
NAME AND ADDRESS OF BENEFICIAL OWNER BENEFICIALLY OWNED(1) OWNED(%)
------------------------------------ --------------------- ----------------
General Atlantic Partners, LLC(2)........................... 6,784,556 15.7%
c/o General Atlantic Service Corporation
Three Pickwick Plaza
Greenwich, CT 06830
Harvey J. Wilson(3)......................................... 842,063 1.9
James E. Hall(4)............................................ 142,408 *
Gregory L. Wilson(5)........................................ 69,096 *
T. Jack Risenhoover, II(6).................................. 30,451 *
Steven A. Denning(7)........................................ 6,794,834 15.7
G. Fred DiBona(8)........................................... 41,944 *
Eugene V. Fife(9)........................................... 41,944 *
Braden R. Kelly(10)......................................... 6,784,556 15.7
Jay B. Pieper(11)........................................... 918,568 2.1
All executive officers and directors as a group (9
persons)(12).............................................. 8,881,308 20.3
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* Less than 1%
(1) The number of shares beneficially owned by each stockholder is determined
under rules promulgated by the Securities and Exchange Commission, and the
information is not necessarily indicative of beneficial ownership for any
other purpose. Under such rules, beneficial ownership includes any shares
as to which the individual or entity has sole or shared voting power or
investment power and any shares as to which the individual or entity has
the right to acquire beneficial ownership within 60 days after March 12,
2001 through the exercise of any stock option, warrant or other right. The
inclusion herein of such shares, however, does not constitute an admission
that the named stockholder is a direct or indirect beneficial owner of such
shares.
(2) Consists of 1,052,661 shares held by General Atlantic Partners 28, L.P.
("GAP 28"), 3,708,594 shares held by General Atlantic Partners 38, L.P.
("GAP 38"), 504,674 shares held by General Atlantic Partners 47, L.P. ("GAP
47"), 403,883 shares held by General Atlantic Partners 48, L.P. ("GAP 48")
and 1,114,744 shares held by GAP Coinvestment, L.P. ("GAP Coinvestment").
The general partner of GAP 28, GAP 38, GAP 47 and GAP 48 is General
Atlantic Partners, LLC, a Delaware limited liability company. The managing
members of General Atlantic Partners, LLC are the general partners of GAP
Coinvestment. Messrs. Denning and Kelly are both managing members of
General Atlantic Partners, LLC. Messrs. Denning and Kelly disclaim
beneficial ownership of shares owned by GAP 28, GAP 38, GAP 47, GAP 48 and
GAP Coinvestment and their inclusion herein shall not be deemed an
admission of beneficial ownership.
(3) Consists of (i) 341,389 shares issuable upon the exercise of stock options
which are exercisable within 60 days of March 12, 2001 and (ii) 500,674
shares held by an irrevocable grantor trust for the benefit of Mr. Wilson
and members of his family (the "Trust"). The sole trustee of the Trust is
an independent individual not affiliated with Mr. Wilson.
(4) Consists of 99,074 shares issuable upon exercise of stock options which are
exercisable within 60 days of March 12, 2001.
(5) Includes 67,985 shares issuable upon exercise of stock options which are
exercisable within 60 days of March 12, 2001.
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(6) Consists of 30,451 shares issuable upon the exercise of stock options which
are exercisable within 60 days of March 12, 2001.
(7) Includes 10,278 shares issuable upon the exercise of stock options which
are exercisable within 60 days of March 12, 2001. Also includes the shares
described in footnote (2) above.
(8) Includes 10,278 shares issuable upon the exercise of stock options which
are exercisable within 60 days of March 12, 2001.
(9) Includes 26,944 shares issuable upon the exercise of stock options which
are exercisable within 60 days of March 12, 2001.
(10) Consists of the shares described in footnote (2) above.
(11) Includes 10,278 shares issuable upon the exercise of stock options which
are exercisable within 60 days of March 1, 2001. Also includes 908,290
shares held by Partners HealthCare System, Inc. ("Partners"). Mr. Pieper is
a Vice President of Partners. Mr. Pieper disclaims beneficial ownership of
the shares held by Partners and their inclusion herein shall not be deemed
an admission of beneficial ownership.
(12) See notes (2) through (11) above.
ELECTION OF DIRECTORS
The Company's Amended and Restated Certificate of Incorporation provides
that the Board of Directors is classified into three classes (designated Class I
directors, Class II directors and Class III directors), with members of each
class holding office for staggered three-year terms. There are currently two
Class III directors, whose terms expire at the Annual Meeting, two Class I
directors, whose terms expire at the 2002 Annual Meeting of Stockholders, and
two Class II directors, whose terms expire at the 2003 Annual Meeting of
Stockholders, in all cases subject to the election and qualification of their
successors and to their earlier death, resignation or removal.
The persons named in the enclosed proxy will vote to elect as Class III
directors the two nominees named below, both of whom are presently Class III
directors of the Company, unless authority to vote for the election of any or
all of the nominees is withheld by marking the proxy to that effect. All of the
nominees have indicated their willingness to serve, if elected, but if any
should be unable or unwilling to serve, proxies may be voted for a substitute
nominee designated by the Board of Directors. Each Class III director will be
elected to hold office until the 2004 Annual Meeting of Stockholders, subject to
the election and qualification of his successor and to his earlier death,
resignation or removal.
William E. Ford, a Class I director, resigned from the Board of Directors,
effective February 16, 2001. The Board of Directors unanimously appointed Braden
R. Kelly to serve as a member of the Board of Directors for the remainder of Mr.
Ford's unexpired term as a Class I director.
Set forth below, for each incumbent and nominee, are his name and age, his
positions with the Company, his principal occupation and business experience
during the past five years and the year of the commencement of his term as a
director of the Company:
NOMINEES FOR CLASS III DIRECTORS
HARVEY J. WILSON, the Company's founder, is 62 years old and served as
President, Chief Executive Officer and Chairman of the Board of Directors from
the founding of the Company in December 1995 until February 1999, and continues
to serve as Chief Executive Officer and Chairman of the Board of Directors. From
January 1984 to December 1995, Mr. Wilson invested privately in software and
technology companies. Mr. Wilson was a co-founder of Shared Medical Systems
Corporation, a healthcare information systems provider. Mr. Wilson is
Co-Chairman of HEALTHvision, Inc., a provider of
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comprehensive Internet solutions to the healthcare industry. Mr. Harvey Wilson
is the father of Mr. Gregory Wilson, the Company's Senior Vice President, Chief
Financial Officer and Treasurer.
G. FRED DIBONA is 50 years old and has served on the Board of Directors
since May 1996. Since 1990, Mr. DiBona has been the President and Chief
Executive Officer of Independence Blue Cross and its subsidiaries. Mr. DiBona is
also a director of Magellan Health Services, Inc., a specialized managed
healthcare company; Exelon Corporation, a public energy holding company;
Philadelphia Suburban Corporation, a water utility company; and Tasty Baking
Company, a packaged foods company.
INCUMBENT CLASS I DIRECTORS
EUGENE V. FIFE is 60 years old and has served on the Board of Directors
since May 1997. Since September 1999, Mr. Fife has served as the founding
principal of Vawter Capital, L.L.C., a private investment firm. From September
1997 to December 1999, Mr. Fife served as the Co-Chairman and Chief Executive
Officer of Illuminis, Inc. (formerly known as Multimedia Medical Systems, Inc.),
a clinical information systems company. Mr. Fife was formerly a general partner
in Goldman Sachs & Co., where he served as a member of its Management Committee
and as Chairman of Goldman Sachs International. Mr. Fife retired from Goldman
Sachs & Co., in 1995 but continues to serve as a senior director of the firm.
BRADEN R. KELLY is 30 years old and has served on the Board of Directors
since February 16, 2001. Mr. Kelly is a managing member of General Atlantic
Partners, LLC, a private equity investment firm focused exclusively on Internet
and information technology investments on a global basis, and has been with
General Atlantic since 1995. Mr. Kelly is a director of Predictive Systems,
Inc., a network consulting company focused on the design, performance,
management and security of complex computing networks; Tickets.com, Inc., a
provider of automated ticketing solutions for the performing arts, professional
sports and live entertainment industries, and HEALTHvision, Inc.
INCUMBENT CLASS II DIRECTORS
JAY B. PIEPER is 57 years old and has served on the Board of Directors
since May 1996. Since May 1995, Mr. Pieper has served as Vice President of
Corporate Development and Treasury Affairs for Partners HealthCare System, Inc.,
the parent of Brigham and Women's Hospital, Inc. and Massachusetts General
Hospital.
STEVEN A. DENNING is 52 years old and has served on the Board of Directors
since March 1997. Mr. Denning is a Managing Member of General Atlantic Partners
LLC, and has been with General Atlantic Partners LLC since 1980. Mr. Denning is
also a director of Infogrames, Inc., an interactive entertainment software
development company, EXE Technologies, Inc., a supply chain execution software
company, Manugistics Group, Inc., a supply chain management software company,
and Exult, Inc., an Internet-enabled human resources outsourcing company.
BOARD AND COMMITTEE MEETINGS
The Board of Directors has an Executive Development and Compensation
Committee currently composed of Messrs. Denning (Chairman), DiBona and Fife.
This Committee makes recommendations concerning salaries and incentive
compensation for executive officers and administers and grants stock options and
awards pursuant to the Company's stock option plans (except that grants to
directors and certain officers must be made by the Board of Directors as a
whole). The Executive Development and Compensation Committee met two times
during 2000.
The Board of Directors also has an Audit Committee, currently composed of
Messrs. Pieper (Chairman), Fife and Kelly, which reviews the results and scope
of the audit and other services provided by the Company's independent public
accountants. The Audit Committee met four times during 2000.
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The Board of Directors met ten times during 2000. Each returning director
attended at least 75% of the aggregate of the number of Board meetings and the
number of meetings held by all committees on which the director then served.
DIRECTOR COMPENSATION
Directors are reimbursed for any expenses incurred in connection with
attendance at meetings of the Board Directors or any committee of the Board of
Directors, but are not otherwise compensated for such service. On April 8, 1998,
the non-employee directors (including Messrs. Denning, DiBona, Fife, and,
Pieper) were each granted a non-qualified stock option to purchase 13,333 shares
of Voting Common Stock at a purchase price of $13.50 per share under the
Company's 1998 Stock Incentive Plan. These options vest annually over a
four-year period. In addition, in July 2000, Messrs. DiBona, Fife, Pieper and
Denning were each granted a non-qualified stock option to purchase 21,000 shares
of Voting Common Stock at a purchase price of $8.25 per share under the
Company's 2000 Stock Incentive Plan. These options vest annually over a
three-year period.
EXECUTIVE COMPENSATION
SUMMARY COMPENSATION
The following table sets forth the total compensation paid or accrued for
the last three years for the Company's Chief Executive Officer and its three
other executive officers (together, the "Named Executive Officers"):
SUMMARY COMPENSATION TABLE
LONG-TERM
COMPENSATION
------------
ANNUAL COMPENSATION SECURITIES
-------------------------- UNDERLYING ALL OTHER
NAME AND PRINCIPAL POSITION YEAR SALARY BONUS OPTIONS(1) COMPENSATION(2)
--------------------------- ---- -------- -------- ------------ ---------------
Harvey J. Wilson....................... 1998 $200,000 $ -- 333,332 $ --
Chairman of the Board and 1999 200,000 -- 100,000 1,485
Chief Executive Officer 2000 309,615 150,000 750,000 8,838
James E. Hall.......................... 1998 200,000 125,000 43,333 3,635
President and Chief Operating 1999 242,308 -- 110,000 3,850
Officer 2000 329,808 120,000 300,000 310,780
Gregory L. Wilson...................... 1998 142,308 45,000 -- 52
Senior Vice President, Chief 1999 148,269 -- 140,000 100
Financial Officer and Treasurer 2000 252,885 85,000 250,000 --
T. Jack Risenhoover, II................ 1998 103,846 45,000 -- 2,355
Senior Vice President, 1999 134,616 -- 53,334 56,385
General Counsel and Secretary 2000 147,308 39,000 140,000 88,234
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(1) Represents the number of shares covered by options to purchase shares of
Voting Common Stock granted during the applicable year.
(2) Represents Company contributions to group term life insurance policies with
respect to each officer for each year; and, with respect to Mr. Risenhoover,
Company contributions on his behalf to the Company's 401(k) Plan in 1998 and
2000, reimbursed relocation expenses in 1999 and ordinary income from a
disqualifying disposition of a stock option in 2000; and, with respect to
Mr. Hall, reimbursed relocation expenses, Company contributions on his
behalf to the Company's 401(k) Plan and ordinary income from a disqualifying
disposition of a stock option, each in 2000.
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STOCK OPTION GRANTS
The following table sets forth grants of stock options to each of the Named
Executive Officers during the year ended December 31, 2000.
OPTION GRANTS IN LAST FISCAL YEAR
INDIVIDUAL GRANTS POTENTIAL REALIZABLE
------------------------------------------------------------ VALUE AT ASSUMED
NUMBER OF PERCENT OF ANNUAL RATES OF STOCK
SECURITIES TOTAL OPTIONS PRICE APPRECIATION FOR
UNDERLYING GRANTED TO EXERCISE OR OPTION TERM(1)
OPTIONS EMPLOYEES IN BASE PRICE EXPIRATION -----------------------
NAME GRANTED FISCAL YEAR PER SHARE DATE 5% 10%
---- ----------------- ------------- ----------- ---------- ---------- ----------
Harvey J. Wilson(2)...... 750,000 15.1% $8.25 7/11/10 $3,891,286 $9,861,281
James E. Hall(3)......... 150,000 3.0 6.44 5/26/10 607,324 1,539,077
150,000 3.0 8.25 7/11/10 778,257 1,972,256
Gregory L. Wilson(4)..... 125,000 2.5 6.44 5/26/10 506,260 1,282,963
125,000 2.5 8.25 7/11/10 648,548 1,643,547
T. Jack Risenhoover,
II(5).................. 40,000 0.8 9.53 5/01/10 239,735 607,535
50,000 1.0 6.44 5/26/10 202,630 513,504
50,000 1.0 8.25 7/11/10 259,419 657,419
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(1) Amounts reported in these columns represent amounts that may be realized
upon exercise of the options immediately prior to the expiration of their
term assuming the specified compound rates of appreciation (5% and 10%) on
the market value of the Voting Common Stock on the date of option grant over
the term of the options. These numbers are calculated based on rules
promulgated by the Securities and Exchange Commission and do not reflect the
Company's estimate of future stock price growth. Actual gains, if any, on
stock option exercises and Voting Common Stock holdings are dependent on the
timing of such exercises and the future performance of the Voting Common
Stock. The rates of appreciation in this table are assumptions only and may
not be achieved, and the amounts reflected may not be received by the
individuals.
(2) Mr. Harvey Wilson's options vest over a three-year period.
(3) Mr. Hall's options vest over a two-year period.
(4) Mr. Gregory Wilson's options vest over a four-year period.
(5) Mr. Risenhoover's options vest as follows: (i) 50,000 of Mr. Risenhoover's
options (those with an exercise price of $6.44) vest over a three-year
period; and (ii) the balance of Mr. Risenhoover's options vest over a
four-year period.
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OPTION EXERCISES AND YEAR-END OPTION VALUES
The following table sets forth certain information concerning option
exercises by the Named Executive Officers in 2000 and the number and value of
unexercised options held by each of the Named Executive Officers on December 31,
2000.
AGGREGATE OPTION EXERCISES AND FISCAL YEAR-END OPTION VALUES
NUMBER OF SHARES
UNDERLYING VALUE OF UNEXERCISED
NUMBER OF UNEXERCISED OPTIONS AT IN-THE-MONEY OPTIONS
SHARES FISCAL YEAR END AT FISCAL YEAR END(2)
ACQUIRED ON VALUE --------------------------- ---------------------------
NAME EXERCISE REALIZED(1) EXERCISABLE UNEXERCISABLE EXERCISABLE UNEXERCISABLE
---- ----------- ----------- ----------- ------------- ----------- -------------
Harvey J. Wilson........ -- $ -- 297,870 885,462 $ 661,398 $12,271,929
James E. Hall........... -- -- 131,759 354,908 1,313,350 5,457,577
Gregory L. Wilson....... -- -- 54,838 346,274 197,627 4,553,887
T. Jack Risenhoover,
II.................... 4,630 117,199 24,599 176,199 97,504 2,493,522
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(1) Represents the difference between the exercise prices and the fair market
value per share of the Voting Common Stock at the date of exercise. The fair
market value was the last sale price of the Voting Common Stock on the date
of exercise as reported on The Nasdaq Stock Market.
(2) Represents the difference between the exercise price and the last sale price
of the Voting Common Stock as reported on The Nasdaq Stock Market on
December 29, 2000 ($24.50).
CERTAIN RELATIONSHIPS AND TRANSACTIONS
The Company has a license agreement with Partners HealthCare System, Inc.
Under the terms of this license, the Company may develop, commercialize,
distribute and support certain technology and license it, as well as sell
related services, to other healthcare providers and hospitals throughout the
world (with the exception of the Boston, Massachusetts metropolitan area). Prior
to the Company's initial public offering, no sales of products incorporating the
licensed technology were made and, consequently, no royalties were paid by the
Company pursuant to the license with Partners. The royalty arrangement under the
license terminated upon the Company's initial public offering. After the
Company's initial public offering, the Company sold products incorporating the
licensed technology. The Company is obligated to offer to Partners and certain
of its affiliates a license for internal use, granted on most favored customer
terms, to all new software applications developed by the Company, whether or not
derived from the licensed technology, and major architectural changes to the
licensed technology. Partners and certain of its affiliates are also entitled to
receive internal use licenses, also granted on most favored customer terms, for
any changes to any module or application included in the licensed technology
requiring at least one person-year of technical effort. As part of the Partners
license, the Company provided development services to Partners. Partners paid
the Company $500,868 for those services in 2000. Jay Pieper, a director of the
Company, is Vice President of Corporate Development and Treasury Affairs for
Partners. Partners was not affiliated with the Company at the time of the
negotiation of the Partners license.
In January 1998, the Company acquired the Emtek Healthcare Systems division
of Motorola, Inc. for aggregate consideration of $11.7 million (net of a $9.6
million receivable from Motorola), consisting of 1,000,000 shares of voting
common stock issued to Motorola and the assumption of $12.3 million in
liabilities. In connection with this acquisition, the Company entered into a
software and support agreement with Motorola under which the Company agreed to
provide software and support services to Motorola's international customers for
a minimum period of one year in exchange for negotiated annual payments. As of
December 31, 2000, payments from Motorola totaled $568,000 under the software
and support agreement. Robert Kell, a Vice President of Motorola, served as a
director of the Company during 1999
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and 2000. Neither Mr. Kell nor Motorola was affiliated with the Company at the
time of the negotiation of the acquisition of Emtek.
During 2000, the Company from time to time chartered an airplane for
corporate purposes from an aircraft charter company. The Company paid $412,000
to the charter company during 2000. The aircraft provided for use by the Company
was leased by the charter company from RMSC of West Palm Beach, a company that
is wholly owned by Harvey J. Wilson, the Company's Chairman and Chief Executive
Officer. In connection with these charters, RMSC invoiced the charter company
$298,000 in 2000. Mr. Wilson has no ownership interest in the charter company.
The Company believes that the terms of the charters were at least as favorable
as those that could have been negotiated with unaffiliated third parties.
During July 1999, the Company invested in HEALTHvision, Inc.
("HEALTHvision"), a Dallas-based, privately held Internet healthcare company, in
conjunction with VHA, Inc. and entities affiliated with General Atlantic
Partners, LLC. The Company purchased 3,400,000 shares of HEALTHvision common
stock, $.01 par value per share, for $34,000, which represented approximately
34% of the then outstanding capital stock of HEALTHvision. In July 1999, Harvey
J. Wilson, the Company's Chairman and Chief Executive Officer, purchased 45,000
shares of HEALTHvision Series A Convertible Participating Preferred Stock, $.01
par value per share, and warrants to purchase 22,500 shares of HEALTHvision
Series B Convertible Preferred Stock, $.01 par value per share, for $450,000,
which represented approximately 0.45% of the then outstanding capital stock of
HEALTHvision. Since July 1999, Mr. Wilson has served as a Co-Chairman of the
Board of Directors of HEALTHvision. Also in July 1999, entities affiliated with
General Atlantic Partners, LLC purchased 2,000,000 shares of HEALTHvision Series
A Convertible Participating Preferred Stock and warrants to purchase 1,000,000
shares of HEALTHvision Series B Convertible Preferred Stock for $20,000,000,
which represents approximately 20% of the outstanding capital stock of
HEALTHvision. Braden R. Kelly and Steven A. Denning, each a member of the
Company's Board of Directors, are affiliated with General Atlantic Partners,
LLC. During 2000, pursuant to licensing, outsourcing and service agreements
between the Company and HEALTHvision, the Company earned revenues of $5,411,000,
primarily from remote hosting and technology-related services under these
arrangements. As of December 31, 2000, the Company had accounts receivable due
of $1,240,000 from HEALTHvision related to these arrangements.
During 2000, the Company loaned Mr. Risenhoover $277,000 at an annual rate
of interest of 8%. In November 2000, Mr. Risenhoover repaid the entire
indebtedness. During 2000, the Company loaned Mr. Hall $400,000 at an annual
rate of interest of 8%. In December 2000, Mr. Hall repaid the entire
indebtedness.
Eclipsys has adopted a policy that all transactions between it and its
executive officers, directors and affiliates must (i) be on terms no less
favorable to Eclipsys than could be obtained from unaffiliated third parties and
(ii) be approved by a majority of the members of the Board of Directors and by a
majority of the disinterested members of the Board of Directors.
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COMPENSATION COMMITTEE REPORT
ON EXECUTIVE COMPENSATION
This report addresses the compensation policies of the Company applicable
to its officers during 2000. The Company's executive compensation program is
administered by the Executive Development and Compensation Committee of the
Board of Directors (the "Committee"), which is composed of three non-employee
directors. The Committee is responsible for determining the compensation package
of each executive officer, including the Chief Executive Officer. In 2000, the
Board of Directors did not modify in any material way or reject any action or
recommendation of the Committee with respect to executive officer compensation.
OVERVIEW AND PHILOSOPHY
The Company's executive compensation program is designed to promote the
following objectives:
- To provide competitive compensation that will help attract, retain and
reward highly qualified executives who contribute to the long-term
success of the Company.
- To align management's interests with the success of the Company by
placing a portion of the executive's compensation at risk in relation to
the Company's performance.
- To align management's interests with stockholders by including long-term
equity incentives.
The Committee believes that the Company's executive compensation program
provides an overall level of compensation that is competitive within its
industry and among companies of comparable size and complexity. To ensure that
compensation is competitive, the Company regularly compares its compensation
practices with those of other similar companies and sets its compensation
guidelines based on this review. The Committee also seeks to achieve an
appropriate balance of the compensation paid to a particular individual and the
compensation paid to other executives and attempts to maintain an appropriate
mix of salary and incentive compensation. While compensation data are useful
guides for comparative purposes, the Committee believes that a successful
compensation program also requires the application of judgment and subjective
determinations of individual performance.
EXECUTIVE COMPENSATION PROGRAM
The Company's executive compensation program consists of base salary,
annual incentive compensation in the form of cash bonuses and long-term equity
incentives in the form of stock options. Executive officers also are eligible to
participate in certain benefit programs which are generally available to all
employees of the Company, such as life insurance benefits and the Company's
Employee Stock Purchase Plan and 401(k) savings plan.
BASE SALARY
At the beginning of each year, the Committee establishes an annual salary
plan for the Company's senior executive officers based on recommendations made
by the Company's Chief Executive Officer. The Committee attempts to set base
salary compensation within the range of salaries of executive officers with
comparable qualifications, experience and responsibilities at other companies in
the same or similar businesses and of comparable size and success. In setting
the annual cash compensation for Company executives, the Committee reviews
compensation for comparable positions by reviewing compensation data available
in a number of publicly available surveys and databases. All of the companies in
the Peer Group (as defined below) are included, along with other companies, in
the compensation data reviewed. In addition to external market data, salary
determinations depend both upon the Company's financial performance and upon the
individual's performance as measured by certain subjective non-financial
objectives. These non-financial objectives include the individual's contribution
to the Company as a whole, including his or her ability to motivate others,
develop the skills necessary to grow as the Company
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matures, recognize and pursue new business opportunities and initiate programs
to enhance the Company's growth and success.
ANNUAL INCENTIVE COMPENSATION
The Company's bonus program is designed to provide its key employees with
cash incentives to achieve the Company's financial goals. At the beginning of
each year, the Committee establishes target annual bonuses for each executive
officer, which the executive will receive if the Company achieves its targeted
financial objectives for the year. Cash bonuses are then paid annually based
upon the Company's attainment of these targeted financial objectives for the
year. During 2000, annual cash bonus targets for the Named Executive Officers,
including Mr. Wilson, were between 43% and 50% of base salary.
LONG-TERM EQUITY INCENTIVES
The Company's stock option program is designed to promote the identity of
long-term interests between the Company's employees and its stockholders and to
assist in the retention of executives. The size of option grants is generally
intended by the Committee to reflect the executive's position with the Company
and his or her contributions to the Company. Stock options generally vest over a
three to five year period in order to encourage key employees to continue in the
employ of the Company. In 2000, all stock options were granted at an option
price equal to the fair market value of the Company's Voting Common Stock on the
date of the grant.
BENEFITS
The Company's executive officers are entitled to receive medical and life
insurance benefits and to participate in the Company's 401(k) retirement savings
plan on the same basis as other full-time employees of the Company. The
Company's 2000 Employee Stock Purchase Plan, which is available to virtually all
employees including executive officers, allows participants to purchase shares
at a discount of 15% from the fair market value at the beginning or end of the
applicable purchase period.
The amount of perquisites, as determined in accordance with the rules of
the Securities and Exchange Commission relating to executive compensation, did
not exceed 10% of salary and bonus for 2000 for any of the Named Executive
Officers.
SUMMARY OF COMPENSATION OF CHIEF EXECUTIVE OFFICER
In 2000, Mr. Wilson, the Company's Chief Executive Officer, received
payments in base salary of $309,615. Mr. Wilson's base compensation was set by
the Compensation Committee based on (i) the base compensation of persons with
comparable qualifications, experience and responsibilities at other companies in
the same or similar businesses and of comparable size and success, (ii) the
financial performance of the Company, as measured by specific objectives for the
year, and (iii) Mr. Wilson's performance, as measured by certain subjective
performance criteria for the year. Mr. Wilson's target bonus of $175,000 was
based on targeted growth in earnings, revenue and market development and
improvement in customer satisfaction and the product development cycle. Based on
these measurements, the Compensation Committee awarded Mr. Wilson an actual
bonus of $150,000. Mr. Wilson also received options to purchase 750,000 shares
of the Company's Voting Common Stock. The Compensation Committee's decision to
grant these options was based on Mr. Wilson's position with and contributions to
the Company.
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COMPLIANCE WITH INTERNAL REVENUE CODE SECTION 162(m)
Section 162(m) of the Internal Revenue Code generally disallows a tax
deduction to public companies for compensation in excess of $1 million paid to
the corporation's Chief Executive Officer and four other most highly paid
executive officers. Qualifying performance-based compensation will not be
subject to the deduction limitation if certain requirements are met. The
Committee has determined that it will make every reasonable effort, consistent
with sound executive compensation principles and the needs of the Company, to
ensure that all amounts paid to the Company's Chief Executive Officer or to any
of the other Named Executive Officers comply with Section 162(m).
EXECUTIVE DEVELOPMENT AND
COMPENSATION COMMITTEE
Steven A. Denning
G. Fred DiBona
Eugene V. Fife
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COMPENSATION COMMITTEE INTERLOCKS AND INSIDER PARTICIPATION
Mr. Denning, Mr. DiBona and Mr. Fife served during 2000 as members of the
Executive Development and Compensation Committee. None of Mr. Denning, Mr.
DiBona or Mr. Fife was at any time during 2000, or at any other time, an officer
or employee of the Company. See "Certain Relationships and Transactions" for a
description of certain relationships and transactions between the Company and
affiliates of Mr. Wilson.
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REPORT OF THE AUDIT COMMITTEE
OF THE BOARD OF DIRECTORS
The Audit Committee of the Company's Board of Directors is composed of
three members and acts under a written charter first adopted and approved on
June 14, 2000. A copy of this charter is attached to this proxy statement as
Appendix A. The members of the Audit Committee are independent directors, as
defined by its charter and the rules of The Nasdaq Stock Market. The Audit
Committee reviewed the Company's audited financial statements for the fiscal
year ended December 31, 2000 and discussed these financial statements with the
Company's management. The Audit Committee also reviewed and discussed the
audited financial statements and the matters required by Statement on Auditing
Standards 61 (Communication with Audit Committees) with PricewaterhouseCoopers
LLP, the Company's independent auditors.
The Company's independent auditors also provided the Audit Committee with
the written disclosures and the letter required by Independence Standards Board
Standard No. 1 (Independence Discussions with Audit Committees). In addition,
the Audit Committee discussed with the independent auditors their independence
from the Company. The Audit Committee also considered whether the independent
auditors' provision of certain other, non-audit related services to the Company
is compatible with maintaining such auditors' independence.
Based on its discussions with management and the independent auditors, and
its review of the representations and information provided by management and the
independent auditors, the Audit Committee recommended to the Company's Board of
Directors that the audited financial statements be included in the Company's
Annual Report on Form 10-K for the year ended December 31, 2000.
AUDIT COMMITTEE
Jay B. Pieper
Eugene V. Fife
Braden R. Kelly
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COMPARATIVE STOCK PERFORMANCE
The following graph compares the cumulative total stockholder return on the
Voting Common Stock of the Company from August 7, 1998 (the first trading date
following the Company's initial public offering) to December 31, 2000 with the
cumulative total return of (i) U.S. companies traded on The Nasdaq Stock Market
(the "Nasdaq Index") and (ii) an index of five similar publicly traded companies
(the "Peer Group"). The Peer Group is composed of McKesson HBOC, Cerner
Corporation, Quadramed Corporation, Sunquest Information Systems, Inc. and IDX
Systems Corporation. Shared Medical Systems Corporation was acquired by Siemens
Corporation in July 2000 and, as a result, is no longer part of the Peer Group.
This graph assumes the investment of $100.00 on August 7, 1998 in the Company's
Voting Common Stock, the Nasdaq Index and the Peer Group, and assumes any
dividends are reinvested.
COMPARISON OF 29 MONTH CUMULATIVE TOTAL RETURN
AMONG ECLIPSYS CORPORATION,
THE NASDAQ STOCK MARKET (U.S.) INDEX AND PEER GROUP
[COMPARSION CHART]
THE NASDAQ STOCK MARKET
ECLIPSYS CORPORATION PEER GROUP (U.S.)
-------------------- ---------- -----------------------
8/7/98 100.00 100.00 100.00
12/31/98 171.85 94.44 120.13
12/31/99 151.85 43.71 217.02
12/31/00 145.19 57.34 132.66
THE NASDAQ STOCK MARKET
ECLIPSYS CORPORATION PEER GROUP (U.S.)
-------------------- ---------- --------------------------
8/7/98............................... 100.00 100.00 100.00
12/31/98............................... 171.85 94.44 120.13
12/31/99............................... 151.85 43.71 217.02
12/31/00............................... 145.19 57.34 132.66
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RATIFICATION OF SELECTION OF INDEPENDENT AUDITORS
The Board of Directors has selected the firm of PricewaterhouseCoopers LLP
as the Company's independent auditors for the current fiscal year.
PricewaterhouseCoopers LLP has served as the Company's independent auditors
since the Company's inception. Although stockholder approval of the Board of
Directors' selection of PricewaterhouseCoopers LLP is not required by law, the
Board of Directors believes that it is advisable to give stockholders an
opportunity to ratify this selection. If this proposal is not approved at the
Annual Meeting, the Board of Directors may reconsider its selection of
PricewaterhouseCoopers LLP.
Representatives of PricewaterhouseCoopers LLP are expected to be present at
the Annual Meeting and will have the opportunity to make a statement if they
desire to do so and will also be available to respond to appropriate questions
from stockholders.
AUDIT FEES
PricewaterhouseCoopers LLP billed the Company an aggregate of $251,000 in
fees for professional services rendered in connection with the audit of the
Company's financial statements for the most recent fiscal year and the reviews
of the financial statements included in each of the Company's Quarterly Reports
on Form 10-Q during the year ended December 31, 2000.
FINANCIAL INFORMATION SYSTEMS DESIGN AND IMPLEMENTATION FEES
PricewaterhouseCoopers LLP did not bill the company for any professional
services rendered to the Company and its affiliates for the fiscal year ended
December 31, 2000, in connection with financial information systems design or
implementation, the operation of the Company's information system or the
management of its local area network.
ALL OTHER FEES
PricewaterhouseCoopers LLP billed the Company an aggregate of $470,432 in
fees for other services rendered to the Company and its affiliates for the year
ended December 31, 2000.
OTHER MATTERS
The Board of Directors does not know of any other matters which may come
before the Annual Meeting. However, if any other matters are properly presented
to the Annual Meeting, it is the intention of the persons named in the
accompanying proxy to vote, or otherwise act, in accordance with their judgment
on such matters.
All costs of solicitation of proxies will be borne by the Company. In
addition to solicitations by mail, the Company's directors, officers and
employees, without additional remuneration, may solicit proxies by telephone,
telegraph and personal interviews, and the Company reserves the right to retain
outside agencies for the purpose of soliciting proxies. Brokers, custodians and
fiduciaries will be requested to forward proxy soliciting material to the owners
of stock held in their names, and, as required by law, the Company will
reimburse them for their out-of-pocket expenses in this regard.
Pursuant to Securities Exchange Act Rule 14a-8(e), proposals of
stockholders intended to be presented at the 2002 Annual Meeting of Stockholders
must be received by the Company at its principal office at 777 East Atlantic
Avenue, Suite 200, Delray Beach, Florida 33483, not later than November 26, 2001
for inclusion in the proxy statement for that meeting. Under the Company's
By-Laws, proposals of stockholders intended to be presented at the 2002 Annual
Meeting of Stockholders that do not comply with Rule 14a-8(e) must be received
by the Company at its principal office in Delray Beach, Florida no less than 60
days nor more than 90 days prior to the date of that meeting. If public notice
of the annual meeting of stockholders of the Company is not given at least 70
days before the meeting date, any
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stockholder proposal must be received by the Company within 10 days after such
public notice. A copy of the Company's By-Laws may be obtained from the
Secretary of the Company.
SECTION 16(a) BENEFICIAL OWNERSHIP REPORTING COMPLIANCE
The Company is not aware of any failure by its officers, directors and
holders of 10% of the Company's Voting Common Stock to comply in a timely manner
during 2000 with Section 16(a) filing requirements.
By Order of the Board of Directors,
/s/ T. JACK RISENHOVER, II
T. Jack Risenhoover, II, Secretary
March 26, 2001
THE BOARD OF DIRECTORS HOPES THAT STOCKHOLDERS WILL ATTEND THE MEETING.
WHETHER OR NOT YOU PLAN TO ATTEND, YOU ARE URGED TO COMPLETE, DATE, SIGN AND
RETURN THE ENCLOSED PROXY IN THE ACCOMPANYING ENVELOPE. STOCKHOLDERS WHO ATTEND
THE MEETING MAY VOTE THEIR STOCK PERSONALLY EVEN IF THEY HAVE SENT IN THEIR
PROXIES.
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APPENDIX A
AUDIT COMMITTEE CHARTER
ECLIPSYS CORPORATION
I. MEMBERSHIP
A. Number. The Audit Committee shall consist of at least three
independent, financially literate members of the board of directors
meeting the requirements set forth in Sections I.B and I.C. below.
B. Independence. A director is independent if he or she is not an officer
or employee of the Company or its subsidiaries, if he or she has no
relationship which, in the opinion of the Company's board of directors,
would interfere with his or her exercise of independent judgment in
carrying out the responsibilities of a director, and if he or she:
1. Has not been an employee of the Company or any affiliate of the
Company in the current year or in any of the past three years;
2. Has no immediate family member who has been employed by the Company
or an affiliate of the Company in any of the past three years (an
immediate family member includes a person's spouse, parents,
children, siblings, mother-in-law, father-in-law, brother-in-law,
sister-in-law, son-in-law, daughter-in-law, and anyone who resides
in a person's home);
3. Is not employed as an executive of an entity other than the Company
having a compensation committee which includes any of the Company's
executives;
4. Did not within the last fiscal year receive from the Company or any
affiliate of the Company compensation -- other than benefits under
at tax qualified retirement plan, compensation for director service
or nondiscretionary compensation -- greater than $60,000; and
5. Has not in any of the past three years been a partner in, or
controlling shareholder or executive of, a for profit business
organization to which the Company made or from which the Company
received payment (other than payment arising solely from
investments in the Company's securities) that exceeds the greater
of: (i) $200,000; or (ii) more than 5% of the Company's or business
organization's consolidated gross revenues.
Under exceptional and limited circumstances, one director who has a
relationship making him or her not independent, and who is not a Company
employee or an immediate family member of a Company employee, may serve
on the Audit Committee if the board of directors determines that the
director's membership on the Audit Committee is required by the best
interests of the Company and its shareholders, and discloses in the next
annual proxy statement after such determination the nature of the
relationship and the reasons for the determination.
C. Financial Literacy. Each member of the Audit Committee must be able to
read and understand fundamental financial statements, including the
Company's balance sheet, income statement, and cash flow statement, or
must become able to do so within a reasonable time after his or her
appointment to the Audit Committee. At least one member of the Audit
Committee must have past employment experience in finance or accounting,
professional certification in accounting, or other comparable experience
or background which result in the member having financial sophistication
(such as being or having been a chief executive officer, chief financial
officer or other senior officer with financial oversight
responsibilities).
D. Chairman. Unless a Chairman is elected by the board of directors, the
Audit Committee shall elect a Chairman by majority vote.
A-1
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II. RESPONSIBILITIES OF THE AUDIT COMMITTEE
The Audit Committee shall assist the board of directors in fulfilling their
responsibilities to shareholders concerning the Company's accounting and
reporting practices, and shall facilitate open communication between the Audit
Committee, board of directors, outside auditors, and management. The Audit
Committee shall discharge its responsibilities, and shall assess the information
provided by the Company's management and the outside auditor, in accordance with
its business judgment. The responsibilities set forth herein do not reflect or
create any duty or obligation of the Audit Committee to plan, conduct, oversee
or determine the appropriate scope of any audit, or to determine that the
Company's financial statements are complete, accurate, fairly presented, or in
accordance with Generally Accepted Accounting Principles or applicable law. In
exercising its business judgment, the Audit Committee shall rely on the
information and advice provided by the Company's management and/or its outside
auditor.
A. The Audit Committee shall review and reassess the adequacy of this
charter at least annually.
B. The outside auditor shall be accountable to the Audit Committee and the
board of directors, which together shall have the ultimate authority
and responsibility to nominate the outside auditor to be proposed for
shareholder approval in any proxy statement, and to select, evaluate,
and (where appropriate) replace the outside auditor.
C. The Audit Committee shall ensure that they receive from the outside
auditor the written disclosures and letter from the outside auditor
required by Independence Standards Board Standard No. 1.
D. The Audit Committee shall discuss with the outside auditor its
independence, and shall actively engage in a dialogue with the outside
auditor regarding any disclosed relationships or services that might
impact the objectivity and independence of the auditor. The Audit
Committee shall take, or recommend that the full board of directors
take, appropriate action to oversee the independence of the outside
auditor.
E. The Audit Committee shall review and discuss with the Company's
management the Company's audited financial statements.
F. The Audit Committee shall discuss with the outside auditor the matters
about which Statement on Auditing Standards No. 61 requires discussion.
G. Based upon its discharge of its responsibilities pursuant to Sections
II.C through II.F and any other information, discussion or
communication that the Audit Committee in its business judgment deems
relevant, the Audit Committee shall consider whether they will
recommend to the board of directors that the Company's audited
financial statements be included in the Company's annual reports on
Forms 10-K.
H. The Audit Committee shall prepare for inclusion where necessary in a
proxy or information statement of the Company relating to an annual
meeting of security holders at which directors are to be elected (or
special meeting or written consents in lieu of such meeting), the report
described in Item 306 of Regulation S-K.
I. The Audit Committee shall annually inform the outside auditor, the
Chief Financial Officer, the Controller, and the most senior other
person, if any, responsible for the internal audit activities, that
they should promptly contact the Audit Committee or its Chairman about
any significant issue or disagreement concerning the Company's
accounting practices or financial statements that is not resolved to
their satisfaction. Where such communications are made to the Chairman,
he or she shall confer with the outside auditor concerning any such
communications, and shall notify the other members of the Audit
Committee of any communications which the outside auditor or the
Chairman in the exercise of his or her business judgment believes
should be considered by the Audit Committee prior to its next scheduled
meeting.
A-2
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J. The Audit Committee shall direct the outside auditor to use its best
efforts to perform all reviews of interim financial information prior
to disclosure by the Company of such information, and to discuss
promptly with the Chairman of the Audit Committee and the Chief
Financial Officer any matters identified in connection with the
auditor's review of interim financial information which are required to
be discussed by Statement on Auditing Standards No. 61. The Chairman of
the Audit Committee shall discuss any such matters with the outside
auditor, and shall notify the other members of the Audit Committee of
any discussions which the outside auditor or the Chairman in the
exercise of his or her business judgment believes should be considered
by the Audit Committee prior to disclosure or filing of the interim
financial information, or the Audit Committee's next scheduled meeting.
K. The Audit Committee shall direct management to advise the Audit
Committee in the event that the Company proposes to disclose or file
interim financial information prior to completion of review by the
outside auditor.
L. The Audit Committee shall meet privately at least once per year with:
(i) the outside auditor; (ii) the Chief Financial Officer; (iii) the
Controller; and (iv) the most senior person (if any) responsible for
the internal audit activities of the Company.
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ECLIPSYS CORPORATION
c/o EquiServe
P.O. Box 9398
Boston, MA 02205-9398
ZECL4A DETACH HERE
[X] Please mark
votes as in
this example
PLEASE FILL IN, DATE, SIGN AND MAIL THIS PROXY IN THE ENCLOSED POSTAGE-PAID RETURN ENVELOPE.
FOR AGAINST ABSTAIN
1. To elect the following two (2) Class III directors (except as 2. To ratify the selection by the Board [ ] [ ] [ ]
marked below) for a three (3) year term. of Directors of
NOMINEES: (01) Harvey J. Wilson (02) G. Fred DiBona PricewaterhouseCoopers LLP as the
Company's independent auditors for
the current fiscal year.
FOR [ ] [ ] WITHHELD
ALL FROM ALL 3. To transact such other business as may properly come before
NOMINEES NOMINEES the meeting or any adjournment thereof.
[ ]
--------------------------------
For all nominees except as noted above
MARK HERE FOR ADDRESS CHANGE AND NOTE AT LEFT [ ]
Please sign exactly as name appears hereon. If the stock is
registered in the names of two or more persons, each should
sign. Executors, administrators, trustees, guardians,
attorneys and corporate officers should add their titles.
Signature: Date: Signature: Date:
---------------------------- ------------------------- -------------------- ----------------------
23
ZECL4B DETACH HERE
PROXY
ECLIPSYS CORPORATION
PROXY FOR THE ANNUAL MEETING OF STOCKHOLDERS TO BE HELD THURSDAY, APRIL 26, 2001
THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF THE COMPANY
The undersigned, having received notice of the meeting and management's
proxy statement therefor, and revoking all prior proxies, hereby appoint(s)
Harvey J. Wilson, Gregory L. Wilson and T. Jack Risenhoover, II, and each of
them, with full power of substitution, as proxies to represent and vote, as
designated herein, all shares of stock of Eclipsys Corporation (the "Company")
which the undersigned would be entitled to vote if personally present at the
Annual Meeting of Stockholders of the Company to be held at the Delray Beach
Marriott, 10 North Ocean Boulevard, Delray Beach, Florida 33483 on Thursday,
April 26, 2001, at 10:30 a.m., local time, and at any adjournment thereof (the
"Meeting").
In their discretion, the proxies are authorized to vote upon such other
matters as may properly come before the Meeting or any adjournment thereof.
The proxy, when properly executed, will be voted in the manner directed
herein by the undersigned stockholder. If no direction is given, this proxy will
be voted FOR all proposals. Attendance of the undersigned at the meeting or at
any adjournment thereof will not be deemed to revoke this proxy unless the
undersigned shall revoke this proxy in writing or shall deliver a subsequently
dated proxy to the Secretary of the Company or shall vote in person at the
Meeting.
- ----------- -----------
SEE REVERSE CONTINUED AND TO BE SIGNED ON REVERSE SIDE SEE REVERSE
SIDE SIDE
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