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): FEBRUARY 17, 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)
2
ITEM 5. OTHER EVENTS
On February 17, 1999, Eclipsys Corporation ("the Company") completed a merger
with PowerCenter Systems, Inc. ("PCS"), an enterprise resource planning
software company. The merger, which is being accounted for as a pooling of
interests, was valued at the time of the merger at approximately $35.0 million
paid through the issuance of the Company's common stock. Copies of the press
release dated as of February 8, 1999 are included herein as Exhibit 99.2 and
are incorporated by reference into this Item 5.
On June 17, 1999, Eclipsys Corporation ("the Company") completed a merger with
MSI Solutions, Inc. and MSI Integrated Services, Inc. (collectively "MSI"), a
web-enabling solutions company. The merger, which is being accounted for as a
pooling of interests, was valued at the time of the merger at approximately
$53.6 million paid through the issuance of the Company's common stock. Copies of
the press release dated as of June 18, 1999 are included herein as Exhibit 99.3
and are incorporated by reference into this Item 5.
Eclipsys will file a registration statement on Form S-3 with the Securities and
Exchange Commission during December 1999 to permit the resale of the outstanding
shares issued and options assumed in the acquisitions of PCS and MSI.
Attached as Exhibit 99.4 are the consolidated financial statements for each of
the three years in the period ended December 31, 1998 and the accompanying
notes which have been restated to reflect the Company's financial position and
results of operations as if PCS and MSI were wholly-owned subsidiaries since
the earliest period presented in accordance with accounting required for
pooling of interests transactions.
ITEM 7. FINANCIAL STATEMENTS 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.
3
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: December 7, 1999 /s/ Robert J. Vanaria
----------------------
Robert J. Vanaria
Chief Financial Officer
4
ECLIPSYS CORPORATION
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 (incorporated by
reference to Exhibit 2.1 to Form 8-K
filed on March 3, 1999)
2.2 Agreement and Plan of Merger dated as of June 17, 1999, by and among
Eclipsys Corporation, Eclipsys Merger Corp., MSI Solutions, Inc.,
MSI Integrated Services, Inc., Anna L. Bean, Michael R. Cote, Robert
J. Feldman and the 1997 Feldman Family Trust (incorporated by
reference to Exhibit 2 to Form 10-Q filed on August 12, 1999)
27 Financial Data Schedule
99.1 Escrow Agreement dated as of February 17, 1999, by and among Eclipsys, Sub, PCS and the PCS stockholders and
noteholders (incorporated by reference to
Exhibit 99.1 to Form 8-K filed on March 3, 1999)
99.2 Press Release dated February 8, 1999
99.3 Press Release date June 18, 1999
99.4 Consolidated Financial Statements of Eclipsys Corporation
99.5 Consolidated Financial Statements of ALLTEL Healthcare Information Services, Inc.