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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
(Amendment No. 1)
-----------------------
Eclipsys Corporation
(Name of Issuer)
Common Stock, par value $.01 per share
(Title of Class of Securities)
278856109
(CUSIP Number)
William E. Ford
c/o General Atlantic Service Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Tel. No.: (203) 629-8600
(Name, Address and Telephone Number of
Person Authorized to Receive Notices
and Communications)
-----------------------
March 30, 2000
(Date of Event which Requires Filing
of this Statement)
If the filing person has previously filed a statement on Schedule 13G to report
the acquisition which is the subject of this Schedule 13D, and is filing this
schedule because of Rule 13d-1(e), 1(f) or 1(g), check the following box [ ].
Note: Schedules filed in paper format shall include a signed original and five
copies of the schedule, including all exhibits. See Rule 13d-1(a) for other
parties to whom copies are to be sent.
*The remainder of this cover page shall be filled out for a reporting person's
initial filing on this form with respect to the subject class of securities, and
for any subsequent amendment containing information which would alter
disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 ("Act") or otherwise subject to the liabilities of that section of the Act
but shall be subject to all other provisions of the Act (however, see the
Notes).
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<PAGE>
278856109 Page 2 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners, LLC
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,818,309
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,818,309
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
278856109 Page 3 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 28, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,818,309
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,818,309
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
278856109 Page 4 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 38, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,818,309
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,818,309
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
278856109 Page 5 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 47, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,818,309
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,818,309
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
278856109 Page 6 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
General Atlantic Partners 48, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,818,309
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,818,309
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
278856109 Page 7 of 12 Pages
1 NAME OF REPORTING PERSON
S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON
GAP Coinvestment Partners, L.P.
2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X]
(B) [ ]
3 SEC USE ONLY
4 SOURCE OF FUNDS
00
5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO
ITEMS 2(d) or 2(e) [ ]
6 CITIZENSHIP OR PLACE OF ORGANIZATION
New York
7 SOLE VOTING POWER
NUMBER OF -0-
SHARES
BENEFICIALLY OWNED 8 SHARED VOTING POWER
BY EACH REPORTING
PERSON 6,818,309
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,818,309
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,818,309
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.7%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
278856109 Page 8 of 12 Pages
Item 1. Security and Issuer.
This Amendment No. 1 to Schedule 13D is filed by the undersigned to
amend and supplement the Schedule 13D, dated as of August 21, 1998 (the
"Original 13D") with respect to the shares of Common Stock, par value $.01 per
share (the "Common Stock") of Eclipsys Corporation, a Delaware corporation (the
"Company"). Capitalized terms used herein and not otherwise defined shall have
the meanings set forth in the Original 13D.
Item 2. Identity and Background.
Item 2 is hereby amended and restated in its entirety as follows:
This statement is being filed by a group, as defined in Rule 13d-5 of
the General Rules and Regulations under the Securities Exchange Act of 1934, as
amended. The members of the group are General Atlantic Partners, LLC, a Delaware
limited liability company ("GAP"), General Atlantic Partners 28, L.P., a
Delaware limited partnership ("GAP 28"), General Atlantic Partners 38, L.P., a
Delaware limited partnership ("GAP 38"), General Atlantic Partners 47, L.P., a
Delaware limited partnership ("GAP 47"), General Atlantic Partners 48, L.P., a
Delaware limited partnership ("GAP 48"), and GAP Coinvestment Partners, L.P., a
New York limited partnership ("GAPCO" and, collectively with GAP 28, GAP 38, GAP
47 and GAP 48, the "Reporting Persons"), all of which are located at 3 Pickwick
Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in
acquiring, holding and disposing of interests in various companies for
investment purposes. The general partner of each of GAP 28, GAP 38, GAP 47 and
GAP 48 is GAP. The managing members of GAP are Steven A. Denning, Peter L.
Bloom,
<PAGE>
278856109 Page 9 of 12 Pages
David C. Hodgson, William O. Grabe, William E. Ford, Clifton S. Robbins, Matthew
Nimetz and Franchon M. Smithson (collectively, the "GAP Managing Members"). The
GAP Managing Members are also the general partners of GAPCO. The business
address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich,
Connecticut 06830, and the present principal occupation or employment of each of
the GAP Managing Members is as a managing member of GAP. Each of the GAP
Managing Members is a citizen of the United States.
None of the Reporting Persons and none of the above individuals has,
during the last five years, been (i) convicted in a criminal proceeding
(excluding traffic violations or similar misdemeanors) or (ii) a party to a
civil proceeding of a judicial or administrative body of competent jurisdiction
or subject to any judgment, decree or final order finding any violation of
federal or state securities laws or enjoining future violations of, or
prohibiting or mandating activities subject to, such laws.
Item 4. Purpose of Transaction.
Item 4 is hereby amended and supplemented by the addition of the
following:
This statement is being filed as a result of the Reporting Persons
entering into a Company Voting Agreement, dated as of March 30, 2000 (the
"Voting Agreement"), with Neoforma.com, Inc. ("Neoforma") pursuant to which the
Reporting Persons agreed to vote all of the shares of Common Stock beneficially
owned by them in favor of the approval and adoption of the merger transaction,
all as more fully described in Item 6, and against any proposal made in
opposition to or in competition with such merger.
<PAGE>
278856109 Page 10 of 12 Pages
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to the Issuer.
Item 6 is hereby amended and supplemented by the addition of the
following:
Pursuant to an Agreement and Plan of Merger, dated as of March 30, 2000
(the "Merger Agreement") by and between Neoforma, NeoIII Acquisition Corp., a
Delaware corporation ("NeoIII") and the Company, and subject to certain
conditions, NeoIII shall be merged with and into the Company, with the Company
continuing as the surviving corporation (the "Merger"). As a result of the
Merger, each outstanding share of Common Stock, other than shares held by the
Company or NeoIII, will be converted into the right to receive 1.344 of a share
of Common Stock of Neoforma.
As an inducement for Neoforma to enter into the Merger Agreement, the
Reporting Persons entered into the Voting Agreement pursuant to which they
agreed to vote all shares of Common Stock beneficially owned by them in favor of
the approval and adoption of the Merger Agreement and any actions required in
furtherance thereof and against approval of any proposal made in opposition to
or in competition with the consummation of the Merger. Concurrently with the
execution of the Voting Agreement, the Reporting Persons delivered to Neoforma
an irrevocable proxy granting Neoforma the power to vote all of the shares of
Common Stock beneficially held by them in favor of the approval and adoption of
the Merger Agreement and the approval of the Merger and the actions contemplated
by the Merger Agreement and any actions required in furtherance thereof and
against approval of any proposal made in opposition to or in competition with
the consummation of the Merger, including, without limitation, any Acquisition
Proposal or
<PAGE>
278856109 Page 11 of 12 Pages
Superior Offer (as defined in the Merger Agreement) or any action or agreement
that would result in a breach in any respect of any covenant, representation or
warranty or any other obligation or agreement of the Company under the Merger
Agreement. The Reporting Persons retain the power to vote the Common Stock on
all other matters. Neoforma did not give additional consideration to the
Reporting Persons in connection with the execution and delivery of the Voting
Agreement and the Proxy.
Item 7. Materials to be Filed as Exhibits.
Exhibit 1: Agreement relating to the filing of joint acquisition
statements as required by Rule 13d-1(k)(1) under the
Securities Exchange Act of 1934, as amended.
Exhibit 2: Company Voting Agreement between Neoforma and the Reporting
Persons, dated as of March 30, 2000.
Exhibit 3: Power of Attorney dated December 22, 1999 appointing Thomas
J. Murphy Attorney-In -Fact for GAP.
Exhibit 4: Power of Attorney dated December 22, 1999 appointing Thomas
J. Murphy Attorney-In-Fact for GAPCO.
<PAGE>
278856109 Page 12 of 12 Pages
SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated as of April 7, 2000
GENERAL ATLANTIC PARTNERS, LLC GENERAL ATLANTIC PARTNERS 47, L.P.
By: General Atlantic Partners, LLC,
By: /s/ Thomas J. Murphy Its general partner
--------------------
Name: Thomas J. Murphy By: /s/ Thomas J. Murphy
Title: Attorney-In-Fact --------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 28, L.P. GENERAL ATLANTIC PARTNERS 48, L.P.
By: General Atlantic Partners, LLC, By: General Atlantic Partners, LLC,
Its general partner Its general partner
By: /s/ Thomas J. Murphy By: /s/ Thomas J. Murphy
-------------------- --------------------
Name: Thomas J. Murphy Name: Thomas J. Murphy
Title: Attorney-In-Fact Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 38, L.P. GAP COINVESTMENT PARTNERS, L.P.
By: General Atlantic Partners, LLC,
Its general partner By: /s/ Thomas J. Murphy
--------------------
By: /s/ Thomas J. Murphy Name: Thomas J. Murphy
-------------------- Title: Attorney-In-Fact
Name: Thomas J. Murphy
Title: Attorney-In-Fact
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(k)(1)
The undersigned acknowledge and agree that the foregoing statement on
Schedule 13D is filed on behalf of each of the undersigned and that all
subsequent amendments to this statement on Schedule 13D shall be filed on behalf
of each of the undersigned without the necessity of filing additional joint
acquisition statements. The undersigned acknowledge that each shall be
responsible for the timely filing of such amendments, and for the completeness
and accuracy of the information concerning him, her or it contained herein, but
shall not be responsible for the completeness and accuracy of the information
concerning the other entities or persons, except to the extent that he, she or
it knows or has reason to believe that such information is accurate.
Dated: April 7, 2000
GENERAL ATLANTIC PARTNERS, LLC GENERAL ATLANTIC PARTNERS 47, L.P.
By: General Atlantic Partners, LLC,
By: /s/ Thomas J. Murphy Its general partner
--------------------
Name: Thomas J. Murphy By: /s/ Thomas J. Murphy
Title: Attorney-In-Fact --------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 28, L.P. GENERAL ATLANTIC PARTNERS 48, L.P.
By: General Atlantic Partners, LLC, By: General Atlantic Partners, LLC,
Its general partner Its general partner
By: /s/ Thomas J. Murphy By: /s/ Thomas J. Murphy
-------------------- --------------------
Name: Thomas J. Murphy Name: Thomas J. Murphy
Title: Attorney-In-Fact Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 38, L.P. GAP COINVESTMENT PARTNERS, L.P.
By: General Atlantic Partners, LLC,
Its general partner By: /s/ Thomas J. Murphy
--------------------
By: /s/ Thomas J. Murphy Name: Thomas J. Murphy
-------------------- Title: Attorney-In-Fact
Name: Thomas J. Murphy
Title: Attorney-In-Fact
Execution Version
COMPANY VOTING AGREEMENT
This COMPANY VOTING AGREEMENT (the "Agreement") is made and entered
into as of March 30, 2000, between Neoforma.com, Inc., a Delaware corporation
("Parent"), and the undersigned stockholder ("Stockholder") of Eclipsys
Corporation, a Delaware corporation ("Company").
RECITALS
A. Concurrently with the execution of this Agreement, Parent, Company
and NeoIII Acquisition Corp., a Delaware corporation and a wholly-owned
first-tier subsidiary of Parent ("Merger Sub"), are entering into an Agreement
and Plan of Merger (the "Merger Agreement") which provides for the merger of
Merger Sub with and into Company (the "Merger"). Pursuant to the Merger, shares
of capital stock of Company will be converted into shares of Parent Common Stock
on the basis described in the Merger Agreement. Capitalized terms used but not
defined herein shall have the meanings set forth in the Merger Agreement.
B. Stockholder is the record holder of such number of outstanding
shares of capital stock of Company as is indicated on the final page of this
Agreement.
C. As a material inducement to enter into the Merger Agreement, Parent
desires Stockholder to agree, and Stockholder is willing to agree, to vote the
Shares (as defined below), and such other shares of capital stock of Company
over which Stockholder has voting power, so as to facilitate consummation of the
Merger.
In consideration of the foregoing and the representations, warranties,
covenants and agreements set forth in this Agreement, the parties agree as
follows:
1. AGREEMENT TO VOTE SHARES
1.1 Definitions. For purposes of this Agreement:
(a) Shares. The term "Shares" shall mean all issued
and outstanding shares of Company Common Stock owned of record or beneficially
by Stockholder or over which Stockholder exercises voting power, in each case,
as of the record date for persons entitled (i) to receive notice of, and to vote
at the meeting of the stockholders of Company called for the purpose of voting
on the matters referred to in Section 1.2, or (ii) to take action by written
consent of the stockholders of Company with respect to the matters referred to
in Section 1.2. Stockholder agrees that any shares of capital stock of Company
that Stockholder purchases or with respect to which Stockholder otherwise
<PAGE>
acquires beneficial ownership or over which Stockholder exercises voting power
after the execution of this Agreement and prior to the date of termination of
this Agreement pursuant to Section 3 below shall be subject to the terms and
conditions of this Agreement to the same extent as if they constituted Shares on
the date hereof.
(b) Subject Securities. The term "Subject Securities"
shall mean: (i) all securities of Company (including all shares of Company
Common Stock and all options, warrants and other rights to acquire shares of
Company Common Stock beneficially owned by Stockholder as of the date of this
Agreement; and (ii) all additional securities of Company (including all
additional shares of Company Common Stock and all additional options, warrants
and other rights to acquire shares of Company Common Stock) of which Stockholder
acquires ownership during the period from the date of this Agreement through the
earlier of termination of this Agreement pursuant to Section 3 below or the
record date for the meeting at which stockholders of Company are asked to vote
upon approval of the Merger Agreement and the Merger.
(c) Transfer. Stockholder shall be deemed to have
effected a "Transfer" of a security if Stockholder directly or indirectly: (i)
sells, pledges, encumbers, transfers or disposes of, or grants an option with
respect to, such security or any interest in such security; or (ii) enters into
an agreement or commitment providing for the sale, pledge, encumbrance, transfer
or disposition of, or grant of an option with respect to, such security or any
interest therein.
1.2 Agreement to Vote Shares. Stockholder hereby covenants and
agrees that, during the period commencing on the date hereof and continuing
until the first to occur of (i) such date and time as the Merger shall become
effective in accordance with the terms and provisions of the Merger Agreement
(the "Effective Time") and (ii) termination of this Agreement in accordance with
its terms, at any meeting (whether annual or special and whether or not an
adjourned or postponed meeting) of the stockholders of Company, however called,
or in connection with any written consent of the stockholders of Company,
Stockholder will appear at the meeting or otherwise cause the Shares to be
counted as present thereat for purposes of establishing a quorum and vote or
consent (or cause to be voted or consented) the Shares:
(1) in favor of the approval and adoption of the Merger
Agreement in the form entered into on the date hereof and the approval
of the Merger and the other actions contemplated by the Merger
Agreement and any actions required in furtherance thereof;
(2) against approval of any proposal made in opposition to or
in competition with the consummation of the Merger, including, without
limitation, any Acquisition Proposal or Superior Offer (each as defined
in the Merger Agreement) or any action or agreement that would result
in a breach in any respect of any covenant, representation or warranty
or any other obligation or agreement of Company under the Merger
Agreement or of Stockholder under this Agreement.
2
<PAGE>
Stockholder further agrees not to enter into any agreement or
understanding with any person the effect of which would be inconsistent with or
violative of any provision contained in this Section 1.2.
1.3 Transfer and Other Restrictions. (a) Prior to the
termination of this Agreement, Stockholder agrees not to, directly or
indirectly:
(i) except pursuant to the terms of the Merger
Agreement, offer for sale, Transfer or otherwise dispose of, or enter
into any contract, option or other arrangement or understanding with
respect to or consent to the offer for sale, Transfer or other
disposition of any or all of the Subject Securities or any interest
therein except as provided in Section 1.2 hereof;
(ii) grant any proxy, power of attorney, deposit any
of the Subject Securities into a voting trust or enter into a voting
agreement or arrangement with respect to the Subject Securities except
as provided in this Agreement; or
(iii) take any other action that would make any
representation or warranty of Stockholder contained herein untrue or
incorrect or have the effect of preventing or disabling Stockholder
from performing its obligations under this Agreement.
(b) To the extent Stockholder is, as of the date hereof, party
to a contract or agreement that requires Stockholder to Transfer Subject
Securities to another person or entity (excluding a contract or agreement
pledging Subject Securities to Company), Stockholder will not effect any such
Transfer unless and until the transferee agrees to be bound by and executes an
agreement in the form of this Agreement with respect to the Subject Securities
to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in
accordance with the terms of the option or warrant, as applicable) any option or
warrant Stockholder may hold; provided that the securities acquired upon such
exercise shall be deemed Subject Securities and Shares hereunder.
1.4 Irrevocable Proxy. Concurrently with the execution of this
Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached
hereto as Exhibit I (the "Proxy"), which shall be irrevocable to the extent set
forth therein, with respect to the Shares.
2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER
(a) Stockholder is the record and beneficial owner of, or
Stockholder exercises voting power over, the shares of Company capital stock
indicated on the final page of this Agreement, which, on and as of the date
hereof, are free and clear of any Encumbrances that would adversely affect the
ability of Stockholder to carry out the terms of this Agreement. The number of
Shares set forth on the signature pages hereto are the only Shares beneficially
owned by such Stockholder and, except as set forth on such signature pages, the
Stockholder holds no
3
<PAGE>
options to purchase or rights to subscribe for or otherwise acquire any
securities of the Company and has no other interest in or voting rights with
respect to any securities of the Company.
(b) Stockholder has the requisite power and authority to enter
into this Agreement and to consummate the transactions contemplated by this
Agreement. The execution and delivery of this Agreement by such Stockholder and
the consummation by such Stockholder of the transactions contemplated by this
Agreement have been duly authorized by all necessary action (including any
consultation, approval or other action by or with any other person). This
Agreement has been duly executed and delivered by such Stockholder and
constitutes a valid and binding obligation of such Stockholder, enforceable
against such Stockholder in accordance with its terms. The execution and
delivery of this Agreement does not, and the consummation of the transactions
contemplated by this Agreement and compliance with the provisions of this
Agreement will not, conflict with, or result in any violation of, or default
(with or without notice or lapse of time, or both) under, or give rise to a
right of termination, cancellation or acceleration of any obligation which would
result in the creation of any Encumbrance upon any of the Shares owned by such
Stockholder under, any provision of Stockholder's charter documents (if
applicable), applicable law or regulation or of any agreement, judgment,
injunction, order, decree, or other instrument binding on such Stockholder or
any Shares owned by such Stockholder. No consent, approval, order or
authorization of, or registration, declaration or filing with or exemption by
any Governmental Entity is required by or with respect to such Stockholder in
connection with the execution and delivery of this Agreement by such Stockholder
or the consummation by such Stockholder of the transactions contemplated by this
Agreement, except for applicable requirements, if any, of Sections 13 and 16 of
the Securities Exchange Act of 1934, as amended, and the rules and regulations
thereunder. If this Agreement is being executed in a representative or fiduciary
capacity, the person signing this Agreement has full power and authority to
enter into and perform such Agreement.
3. TERMINATION
This Agreement shall terminate and shall have no further force or
effect as of the first to occur of (i) the Effective Time and (ii) such date and
time as the Merger Agreement shall have been validly terminated pursuant to
Article VII thereof. Notwithstanding any other provision hereof, this Agreement
shall terminate in the event that the Merger Agreement is modified in a manner
that is materially adverse to Stockholder without Stockholder's consent.
4. MISCELLANEOUS
4.1 Severability. If any term, provision, covenant or
restriction of this Agreement is held by a court of competent jurisdiction to be
invalid, void or unenforceable, then the remainder of the terms, provisions,
covenants and restrictions of this Agreement shall remain in full force and
effect and shall in no way be affected, impaired or invalidated.
4.2 Binding Effect and Assignment. This Agreement and all of
the provisions hereof shall be binding upon and inure to the benefit of the
parties hereto and their respective successors and permitted assigns, but,
except as otherwise specifically provided herein, neither this Agreement nor any
of the rights, interests or obligations of the parties hereto may be assigned by
either of the parties without prior written consent of the other. Any purported
assignment in violation of this Section shall be void.
4
<PAGE>
4.3 Amendments and Modification. This Agreement may not be
modified, amended, altered or supplemented except upon the execution and
delivery of a written agreement executed by the parties hereto.
4.4 Specific Performance; Injunctive Relief. The parties
hereto acknowledge that Parent will be irreparably harmed and that there will be
no adequate remedy at law for a violation of any of the covenants or agreements
of Stockholder set forth herein. Therefore, it is agreed that, in addition to
any other remedies that may be available to Parent upon any such violation,
Parent shall have the right to enforce such covenants and agreements by specific
performance, injunctive relief or by any other means available to Parent at law
or in equity.
4.5 Notices. All notices and other communications hereunder
shall be in writing and shall be deemed duly given upon delivery either by
commercial delivery service, or sent via facsimile (receipt confirmed) to the
parties at the following address or facsimile numbers (or at such other address
or facsimile numbers for a party as shall be specified by like notice):
If to Parent:
Neoforma.com, Inc.
3255-7 Scott Boulevard
Santa Clara, California 95054
Attn: Chief Financial Officer
Facsimile: (408) 549-6211
with a copy to:
Fenwick & West LLP
Two Palo Alto Square
Palo Alto, California 94306
Attn: Gordon K. Davidson
Douglas N. Cogen
Facsimile: (650) 494-1417
If to Stockholder, to the address for notice set forth on the last page
hereof.
Any party hereto may by notice so given provide and change its address for
future notices hereunder. Notice shall conclusively be deemed to have been given
when personally delivered or when deposited in the mail in the manner set forth
above.
5
<PAGE>
4.6 Governing Law. This Agreement shall be governed by and
construed exclusively in accordance with the laws of the State of Delaware,
excluding that body of law relating to conflict of laws.
4.7 Entire Agreement. This Agreement and the Merger Agreement
constitute and contains the entire agreement and understanding of the parties
with respect to the subject matter hereof and supersede any and all prior
negotiations, correspondence, agreements, understandings, duties or obligations
between the parties respecting the subject matter hereof.
4.8 Counterparts. This Agreement may be executed in
counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
4.9 Captions. The captions to sections of this Agreement have
been inserted for identification and reference purposes only and shall not be
used to construe or interpret this Agreement.
* * * * *
6
<PAGE>
IN WITNESS WHEREOF, the parties hereto have caused this Company Voting
Agreement to be executed by their duly authorized respective officers as of the
date first above written.
NEOFORMA.COM, INC.
By: /s/ Fred Ruegsegger
-------------------
Name: Fred Ruegsegger
Title: Chief Financial Officer
STOCKHOLDER:
/s/ GAP Coinvestment Partners, L.P.
-----------------------------------
By: /s/ Matthew Nimetz
------------------
Name: Matthew Nimetz
Title: General Partner
Stockholder's Address for Notice:
GAP Coinvestment Partners, L.P.
------------------------------------
attn: Thomas J. Murphy
------------------------------------
3 Pickwick Plaza
------------------------------------
Greenwich, CT 06830
------------------------------------
Outstanding shares
of Company capital
stock beneficially
owned by
Stockholder:
1,114,744
----------------------
STOCKHOLDER:
/s/ General Atlantic Partners 48, L.P.
By: General Atlantic Partners, LLC,
its general partner
--------------------------------------
By: /s/ Matthew Nimetz
----------------------
Name: Matthew Nimetz
Title: Managing Member
Stockholder's Address for Notice:
General Atlantic Partners 48, L.P.
------------------------------------
attn: Thomas J. Murphy
------------------------------------
3 Pickwick Plaza
------------------------------------
Greenwich, CT 06830
------------------------------------
Outstanding shares
of Company capital
stock beneficially
owned by
Stockholder:
403,883
----------------------
7
<PAGE>
STOCKHOLDER:
/s/ General Atlantic Partners 47, L.P.
By: General Atlantic Partners, LLC,
its general partner
--------------------------------------
By: /s/ Matthew Nimetz
----------------------
Name: Matthew Nimetz
Title: Managing Member
Stockholder's Address for Notice:
General Atlantic Partners 47, L.P.
------------------------------------
attn: Thomas J. Murphy
------------------------------------
3 Pickwick Plaza
------------------------------------
Greenwich, CT 06830
------------------------------------
Outstanding shares
of Company capital
stock beneficially
owned by
Stockholder:
504,674
----------------------
STOCKHOLDER:
/s/ General Atlantic Partners 38, L.P.
By: General Atlantic Partners, LLC,
its general partner
--------------------------------------
By: /s/ Matthew Nimetz
----------------------
Name: Matthew Nimetz
Title: Managing Member
Stockholder's Address for Notice:
General Atlantic Partners 38, L.P.
------------------------------------
attn: Thomas J. Murphy
------------------------------------
3 Pickwick Plaza
------------------------------------
Greenwich, CT 06830
------------------------------------
Outstanding shares
of Company capital
stock beneficially
owned by
Stockholder:
3,708,594
----------------------
STOCKHOLDER:
/s/ General Atlantic Partners 28, L.P.
By: General Atlantic Partners, LLC,
its general partner
--------------------------------------
By: /s/ Matthew Nimetz
----------------------
Name: Matthew Nimetz
Title: Managing Member
Stockholder's Address for Notice:
General Atlantic Partners 28, L.P.
------------------------------------
attn: Thomas J. Murphy
------------------------------------
3 Pickwick Plaza
------------------------------------
Greenwich, CT 06830
------------------------------------
Outstanding shares
of Company capital
stock beneficially
owned by
Stockholder:
1,052,661
----------------------
8
<PAGE>
EXHIBIT I
IRREVOCABLE PROXY
The undersigned stockholder (the "Stockholder") of Eclipsys
Corporation, a Delaware corporation (the "Company"), hereby irrevocably appoints
and constitutes the members of the Board of Directors of Neoforma.com, Inc., a
Delaware corporation ("Parent"), and each such Board member (collectively the
"Proxyholders"), the agents, attorneys and proxies of the undersigned, with full
power of substitution and resubstitution, to the full extent of the
undersigned's rights with respect to the shares of capital stock of Company
which are listed below (the "Shares"), and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof and
prior to the date this proxy terminates, to vote the Shares as follows: the
agents and proxies named above are empowered at any time prior to termination of
this proxy to exercise all voting and other rights (including, without
limitation, the power to execute and deliver written consents with respect to
the Shares) of the undersigned at every annual, special or adjourned meeting of
Company stockholders, and in every written consent in lieu of such a meeting, or
otherwise, (i) in favor of adoption of the Agreement and Plan of Merger (the
"Merger Agreement") among Parent, NeoIII Acquisition Corp. ("Merger Sub") and
Company in the form entered into on the date hereof, and the approval of the
merger of Merger Sub with and into Company (the "Merger"), and (ii) against
approval of any proposal made in opposition to or in competition with
consummation of the Merger, including, without limitation, any Acquisition
Proposal or Superior Offer (each as defined in the Merger Agreement) or any
action or agreement that would result in a breach in any respect of any
covenant, representation or warranty or any other obligation or agreement of
Company under the Merger Agreement or of the Stockholder under the Company
Voting Agreement between Parent and Stockholder (the "Voting Agreement").
The Proxyholders may not exercise this proxy on any other matter. The
Stockholder may vote the Shares on all such other matters. The proxy granted by
the Stockholder to the Proxyholders hereby is granted as of the date of this
Irrevocable Proxy in order to secure the obligations of the Stockholder set
forth in Section 1 of the Voting Agreement, and is irrevocable and coupled with
an interest in such obligations and in the interests in Company to be purchased
and sold pursuant to the Merger Agreement.
This proxy will terminate upon the termination of the Voting Agreement
in accordance with its terms. Upon the execution hereof, all prior proxies given
by the undersigned with respect to the Shares and any and all other shares or
securities issued or issuable in respect thereof on or after the date hereof are
hereby revoked and no subsequent proxies will be given until such time as this
proxy shall be terminated in accordance with its terms. Any obligation of the
undersigned hereunder shall be binding upon the successors and assigns of the
undersigned. The undersigned stockholder authorizes the Proxyholders to file
this proxy and any substitution or revocation of substitution with the Secretary
of the Company and with any Inspector of Elections at any meeting of the
stockholders of the Company.
This proxy is irrevocable and shall survive the insolvency, incapacity,
death or liquidation of the undersigned. Dated: March 30, 2000.
Stockholder: /s/ GAP Coinvestment Partners, L.P.
------------------------------------------------
By: /s/ Matthew Nimetz
----------------------
Matthew Nimetz, General Partner
-------------------------------
Name and Title
Shares of Company capital stock beneficially
owned: 1,114,744
9
<PAGE>
Stockholder: /s/ General Atlantic Partners 48, L.P.
By: General Atlantic Partners, LLC, its general partner
-------------------------------------------------------
By: /s/ Matthew Nimetz
----------------------
Matthew Nimetz, Managing Member
-------------------------------
Name and Title
Shares of Company capital stock beneficially
owned: 403,883
Stockholder: /s/ General Atlantic Partners 47, L.P.
By: General Atlantic Partners, LLC, its general partner
-------------------------------------------------------
By: /s/ Matthew Nimetz
----------------------
Matthew Nimetz, Managing Member
-------------------------------
Name and Title
Shares of Company capital stock beneficially
owned: 504,674
Stockholder: /s/ General Atlantic Partners 38, L.P.
By: General Atlantic Partners, LLC, its general partner
-------------------------------------------------------
By: /s/ Matthew Nimetz
----------------------
Matthew Nimetz, Managing Member
-------------------------------
Name and Title
Shares of Company capital stock beneficially
owned: 3,708,594
Stockholder: /s/ General Atlantic Partners 28, L.P.
By: General Atlantic Partners, LLC, its general partner
-------------------------------------------------------
By: /s/ Matthew Nimetz
----------------------
Matthew Nimetz, Managing Member
-------------------------------
Name and Title
Shares of Company capital stock beneficially
owned: 1,052,661
10
EXHIBIT 3
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
December 22, 1999
POWER OF ATTORNEY
The undersigned, General Atlantic Partners, LLC, a Delaware limited
liability company, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Company"), by its Executive Managing
Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16
Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J.
Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway
North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any
and all capacities, to execute and deliver any and all documents and instruments
and to make any governmental filings on behalf of the Company (on its own behalf
and in its capacity as a general partner of any limited partnership), as fully
to all intents and purposes as a Managing Member might or could do in person,
hereby ratifying and confirming all that said attorney-in-fact may lawfully do
or cause to be done. This power of attorney shall expire on December 31, 2000.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Executive Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 22nd day of December, 1999, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
EXHIBIT 4
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
December 22, 1999
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a New York limited
partnership, with its principal office at 3 Pickwick Plaza, Greenwich,
Connecticut, United States of America (the "Partnership"), by its Managing
General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled
at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas
J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's
Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent,
in any and all capacities, to execute and deliver any and all documents and
instruments and to make any governmental filings on behalf of the Partnership,
as fully to all intents and purposes as a General Partner might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact may
lawfully do or cause to be done. This power of attorney shall expire on December
31, 2000.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
---------------------
Steven A. Denning
Managing General Partner
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 22nd day of December, 1999, before me personally came Steven A.
Denning, to me known, and known to me to be the individual described in, and who
executed the foregoing document, and he acknowledged to me that he executed the
same.
/s/ Sheila Hughes
- -----------------
NOTARY PUBLIC
My commission expires August 31, 2001
