1
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): December 31, 1998
ECLIPSYS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
000-24539 65-0632092
(Commission File Number) (IRS Employer Identification No.)
777 East Atlantic Avenue
Suite 200
Delray Beach, Florida
33483
(Address of principal executive offices)
(561) 243-1440
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Address, if Changed Since Last Report)
2
ITEM 2. ACQUISITION OR DISPOSITION OF ASSETS
On December 31, 1998 (the "Closing Date"), pursuant to an Agreement and
Plan of Merger dated as of October 29, 1998 (the "Merger Agreement") by and
among Eclipsys Corporation ("Eclipsys"), Transition Systems, Inc. ("TSI"), a
Massachusetts corporation, and Exercise Acquisition Corp., a Massachusetts
corporation and a wholly owned subsidiary of Eclipsys ("Sub"), Eclipsys acquired
TSI by means of a merger (the "Merger") of Sub with and into TSI, with TSI
remaining as the surviving corporation in the Merger. As a result of the Merger,
TSI is now a wholly owned subsidiary of Eclipsys. TSI provides management
information technology to hospitals, integrated delivery networks, physician
groups and other healthcare organizations. Sub was created solely for the
purpose of effecting the Merger.
Pursuant to the Merger Agreement, each outstanding share of voting and
non-voting common stock of TSI, $.01 par value per share ("TSI Common Stock"),
was converted into the right to receive 0.525 shares of voting common stock of
Eclipsys, $.01 par value per share ("Eclipsys Common Stock"). Based on the
capitalization of TSI as of the Closing Date, TSI stockholders have the right to
receive approximately 9,477,988 shares of Eclipsys Common Stock. No fractional
shares are issuable in the Merger. TSI stockholders otherwise entitled to
receive a fractional share will receive an amount of cash equal to such fraction
multiplied by $27.206 which is the average of the last reported sales price of
Eclipsys Common Stock, as reported on the Nasdaq National Market, on each of the
ten trading days immediately prior to the Closing Date.
All options to purchase TSI Common Stock outstanding immediately prior
to the Merger were assumed by Eclipsys pursuant to the Merger Agreement.
Eclipsys also assumed an outstanding warrant to purchase TSI Common Stock,
which, pursuant to the Merger, is exercisable for approximately 156,412 shares
of Eclipsys Common Stock. Eclipsys will register on a Registration Statement on
Form S-8 approximately 1,792,869 shares of Eclipsys Common Stock for issuance
upon the exercise of stock options formerly exercisable for shares of TSI
Common Stock and approximately 14,227 shares of Eclipsys Common Stock for
issuance to participants in the TSI employee stock purchase plan at the
termination of the current offering period under such plan.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(a) Financial Statements of Business Acquired.
The financial statements of TSI and HealthVISION, Inc. , a wholly owned
subsidiary of TSI, set forth at pages F-47 through F-62 and F-63 through F-81,
respectively, of the Joint Proxy Statement/Prospectus dated December 4, 1998
(the "Proxy Statement/Prospectus") filed as part of Eclipsys' Registration
Statement on Form S-4 (File No. 333-68353), which Proxy Statement/Prospectus was
filed with the Securities and Exchange Commission (the "Commission") on December
4, 1998, are
3
hereby incorporated by reference herein and filed as Exhibit 99.1 hereto
pursuant to Rule 12b-23(a)(3) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act").
(b) Pro Forma Financial Information.
The Unaudited Pro Forma Condensed Combined Consolidated Financial
statements set forth at pages 60 through 70 of the Proxy Statement/Prospectus,
which Proxy Statement/Prospectus was filed with the Commission on December 4,
1998, are hereby incorporated by reference herein and filed as Exhibit 99.2
hereto pursuant to Rule 12b-23(a)(3) of the Exchange Act.
(c) Exhibits.
See Exhibit Index attached hereto. The exhibits listed in the
Exhibit Index filed as part of this report are filed as part of or are included
in this report.
4
SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: January 12, 1999 ECLIPSYS CORPORATION
By: /s/ ROBERT J. VANARIA
-----------------------------
Name: Robert J. Vanaria
Title: Senior Vice President and
Chief Financial Officer
5
EXHIBIT INDEX
EXHIBIT NO. Description
----------- -----------
2.1* Agreement and Plan of Merger dated as of June 21, 1998, by and
among Eclipsys, TSI and Sub
23.1 Consent of Ernst & Young LLP
23.2 Consent of PricewaterhouseCoopers LLP
99.1 Financial Statements of TSI and HealthVISION, Inc.
99.2 Unaudited Pro Forma Condensed Combined Consolidated Financial
Statements of Eclipsys and TSI
99.3 Press Release dated December 31, 1998
99.4 Amendment to the Second Amended and Restated Registration Rights
Agreement, dated December 31, 1998, by and among Eclipsys and
certain of its stockholders
* Incorporated by reference from the Registration Statement on Form
S-4 (File No. 333-68353) of Eclipsys