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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): February 17, 1999
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)
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ITEM 5. OTHER EVENTS
On February 17, 1999 (the "Closing Date"), pursuant to an Agreement and
Plan of Merger dated as of February 5, 1999 (the "Merger Agreement") by and
among Eclipsys Corporation ("Eclipsys"), PowerCenter Systems, Inc. ("PCS"), a
Delaware corporation, and Power Acquisition Corp., a Delaware corporation and a
wholly owned subsidiary of Eclipsys ("Sub), Eclipsys acquired PCS by means of a
merger (the "Merger") of Sub with and into PCS, with PCS remaining as the
surviving corporation in the Merger. As a result of the Merger, PCS is now a
wholly owned subsidiary of Eclipsys. PCS 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, Eclipsys agreed to issue shares of voting
common stock of Eclipsys, $.01 par value per share ("Eclipsys Common Stock") in
exchange for all the outstanding shares of common stock of PCS, $.01 par value
per share ("PCS Common Stock"). Eclipsys also agreed to assume all outstanding
options and warrants to purchase PCS Common Stock. Eclipsys issued an aggregate
of approximately 1,001,980 shares of Eclipsys Common Stock in the Merger in
exchange for the outstanding shares of PCS common stock, and reserved an
aggregate of approximately 98,020 additional shares for issuance upon the
exercise of the assumed options and warrants.
In addition, Eclipsys issued approximately 61,046 shares of Eclipsys Common
Stock in exchange for the cancellation of outstanding promissory notes of PCS
having an aggregate outstanding balance of $2,222,666, based upon a per share
price of $36.41, which was the average of the closing price of Eclipsys Common
Stock for the ten days prior to the execution of the Merger Agreement.
Ten percent (10%) of the shares of Eclipsys Common Stock issued to the
stockholders and noteholders of PCS pursuant to the Merger Agreement will be
held in escrow for a period of one year from the date of closing to secure
certain indemnification obligations of the PCS stockholders and noteholders.
Eclipsys will register on a Registration Statement on Form S-8
approximately 57,000 shares of Eclipsys Common Stock for issuance upon the
exercise of stock options formerly exercisable for shares of PCS Common Stock,
which were assumed by Eclipsys in the Merger.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL
INFORMATION AND EXHIBITS.
(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.
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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: March 3, 1999 ECLIPSYS CORPORATION
By: /s/ ROBERT J. VANARIA
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Robert J. Vanaria
Senior Vice President and Chief
Financial Officer
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EXHIBIT INDEX
EXHIBIT NO. Description
----------- ------------
2.1 Agreement and Plan of Merger dated as of
February 5, 1999, by and among Eclipsys, PCS
and Sub
99.1 Escrow Agreement dated as of February 17, 1999,
by and among Eclipsys, Sub, PCS, and the PCS
stockholders and noteholders