================================================================================
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
July 20, 2000
(Date of Report)
July 13, 2000
(Date of earliest event reported)
-------------------------
Commission File Number 0-26816
IDX SYSTEMS CORPORATION
(Exact name of registrant as specified in its charter)
Vermont 03-0222230
(State or other jurisdiction of (I.R.S. Employer
incorporation or organization) Identification No.)
1400 Shelburne Road
South Burlington, VT 05403
(Address of principal executive offices)
Registrant's telephone number, including area
code: (802-862-1022)
================================================================================
Exhibit Index on Page 2
<PAGE>
ITEM 5. OTHER EVENTS
On July 13, 2000, the Company entered into an Agreement and Plan of Merger
("Agreement") with Allscripts, Inc., a provider of clinical information
systems for physicians. Under the Agreement, which is subject to
regulatory and Allscripts' stockholder approval, Allscripts will acquire
the Company's subsidiary Channelhealth Incorporated ("ChannelHealth"), and
the Company and Allscripts will enter into a ten-year strategic alliance
involving the development and marketing of their complementary products.
The Company currently owns approximately 90% of the issued and outstanding
Common Stock, $.001 par value per share ("ChannelHealth Shares"), of
ChannelHealth. Prior to the closing of the acquisition of ChannelHealth,
the Company will purchase the eCommerce Channel(TM) and portions of the
Patient Channel(TM) businesses from ChannelHealth in consideration of the
cancellation of a portion of the ChannelHealth Shares currently held by
the Company, with the effect that the Company will own approximately 87.3%
of ChannelHealth immediately before the acquisition of ChannelHealth by
Allscripts.
The Agreement provides for Allscripts to issue approximately 8,595,000
shares of Common Stock, $.01 par value per share ("Allscripts Shares"), or
21.3% of Allscripts on a pro forma fully diluted basis, of which the
Company will receive approximately 7,500,000 Allscripts Shares, or 18.6%
of Allscripts on a pro forma fully diluted basis. At the closing of the
transactions contemplated by the Agreement, IDX and Allscripts will enter
into a Stock Rights and Restrictions Agreement pursuant to which each
party will agree to certain restrictions on its activities as a
stockholder in the other (including with respect to the ability to
purchase additional shares), IDX will agree to certain restrictions on its
ability to sell, transfer or otherwise dispose of its shares in Allscripts
and Allscripts will agree to appoint an IDX representative to its Board of
Directors so long as certain conditions are met.
Pursuant to the ten-year strategic alliance, Allscripts will become the
exclusive provider of point of care clinical applications sold by IDX to
physician practices.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.
EXHIBIT NO. DESCRIPTION
----------- -----------
2 Agreement and Plan of Merger
dated as of July 13, 2000, by and
among Allscripts Holding, Inc.,
Allscripts, Inc., Bursar Acquisition,
Inc., Bursar Acquisition No. 2, Inc.,
IDX Systems Corporation and
Channelhealth Incorporated
99 IDX News Release dated July 13, 2000
Page 2
<PAGE>
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 hereunto duly authorized.
IDX SYSTEMS CORPORATION
(Registrant)
Date: July 20, 2000 /s/ JOHN A. KANE
------------------------------------
John A. Kane
Vice President, Finance and Administration
Chief Financial Officer, and Treasurer
Page 3
<PAGE>
EXHIBIT INDEX
-------------
EXHIBIT NO. DESCRIPTION
----------- -----------
2 Agreement and Plan of Merger
dated as of July 13, 2000, by and
among Allscripts Holding, Inc.,
Allscripts, Inc., Bursar Acquisition,
Inc., Bursar Acquisition No. 2, Inc.,
IDX Systems Corporation and
Channelhealth Incorporated
99 IDX News Release dated July 13, 2000
