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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): JULY 31, 1999
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
Post-Merger Financial Results
On June 17, 1999, Eclipsys Corporation (the "Company" or "Registrant")
consummated a tax-free merger with MSI Solutions, Inc. ("MSI"), a leading web
application integration company. An aggregate of 2,375,000 shares of the
Company's common stock was issued to the shareholders of MSI. The transaction
was accounted for as a pooling-of-interests. One of the required criteria for
pooling-of-interests accounting is that the parties to the business combination
must share mutually in the combined risks and rights of the transaction. In
order to satisfy this risk sharing criteria of pooling-of-interests accounting,
Securities and Exchange Commission Accounting Release Series 135 provides that
the risk sharing will have occurred if no affiliate of either party to the
merger transaction sells or otherwise disposes of any common stock received in
the transaction until such time as financial results covering at least 30 days
of post-merger combined operations have been published. To satisfy this risk
sharing requirement, and thereby allow affiliates of either party to sell or
otherwise dispose of the Company's common stock acquired in the Merger, the
consolidated summary statement of operations data of the Registrant are
presented for the one-month period ended July 31, 1999:
(In thousands, except per For the Month Ended
share data) July 31, 1999
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Revenues $22,184
Net loss $(460)
Basic and diluted loss
per share $(0.01)
The statement of operations data for the month ended July 31, 1999 is derived
from the Registrant's unaudited consolidated financial statements.
The Company is publishing 30 days of post-merger financial results for the
combined company solely for the purpose of complying with rules pertaining to
pooling-of-interests accounting. This is the first time that the Registrant has
published a single month's results, and the Registrant does not intend to
continue publishing monthly results. Management cautions that these monthly
results are not necessarily indicative of results that could be expected for the
quarter ended September 30, 1999 or trends that would be evident in other
periodic reporting. The Company's actual results for the quarter could be
adversely affected by a variety of factors, including those described under
"CERTAIN FACTORS THAT MAY AFFECT FUTURE OPERATING RESULTS/RISK FACTORS",
included in our Form 10-K filed with the Securities and Exchange Commission for
the year ended December 31, 1998.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934.
Registrant has duly caused this report to be signed on its behalf
by the undersigned hereunto duly authorized.
ECLIPSYS CORPORATION
/s/ Robert . J. Vanaria
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Robert J. Vanaria
Chief Financial Officer