UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
-----------------------
SCHEDULE 13D
Under the Securities Exchange Act of 1934
-----------------------
ECLIPSYS CORPORATION
(Name of Issuer)
COMMON STOCK, PAR VALUE $.01 PER SHARE
(Title of Class of Securities)
278856109
(CUSIP Number)
WILLIAM E. FORD
DAVID A. ROSENSTEIN
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)
-----------------------
AUGUST 12, 1998
(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).
<PAGE>
SCHEDULE 13D
278856109 PAGE 2 OF 16 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
OO
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 6,855,255
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,855,255
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,255
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14 TYPE OF REPORTING PERSON
OO
<PAGE>
SCHEDULE 13D
278856109 PAGE 3 OF 16 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
OO
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 6,855,255
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,855,255
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,255
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
278856109 PAGE 4 OF 16 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
OO
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 6,855,255
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,855,255
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,255
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
278856109 PAGE 5 OF 16 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
OO
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 6,855,255
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,855,255
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,255
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
278856109 PAGE 6 OF 16 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
OO
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 6,855,255
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,855,255
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,255
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
SCHEDULE 13D
278856109 PAGE 7 OF 16 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
OO
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 6,855,255
WITH
9 SOLE DISPOSITIVE POWER
-0-
10 SHARED DISPOSITIVE POWER
6,855,255
11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
6,855,255
12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN
SHARES [ ]
13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
35.0%
14 TYPE OF REPORTING PERSON
PN
<PAGE>
278856109 PAGE 8 OF 16 PAGES
Item 1. Security and Issuer.
The title of the class of equity securities of Eclipsys Corporation, a
Delaware corporation (the "Company"), to which this statement relates is the
Company's Common Stock, par value $.01 per share (the "Common Stock"). The
address of the principal executive office of the Company is 777 East Atlantic
Avenue, Suite 200, Delray Beach, FL 33483.
Item 2. Identity and Background.
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, David C. Hodgson, Stephen P. Reynolds, J. Michael Cline, William O.
Grabe, William E. Ford and Franchon M. Smithson (collectively, the "GAP Managing
Members"). The GAP
<PAGE>
278856109 PAGE 9 OF 16 PAGES
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 3. Source and Amount of Funds or Other Consideration.
This statement is being filed as a result of recent purchases of shares
of Common Stock, as described in Item 5(c), which were acquired for the
aggregate purchase price of $9,000,000 and the source of which was contributions
from the partners of GAP 48 and GAPCO.
Item 4. Purpose of Transaction.
The Reporting Persons acquired the shares of Common Stock for
investment purposes. From time to time the Reporting Persons may acquire
additional shares of Common Stock or dispose of some or all of the shares of
Common Stock owned by them. None of the Reporting Persons have any other plans
which relate to or would result in any of the items listed in paragraphs (a)
through (j) of Item 4.
<PAGE>
278856109 PAGE 10 OF 16 PAGES
Item 5. Interest in Securities of the Issuer.
(a) As of the date hereof, GAP, GAP 28, GAP 38, GAP 47, GAP 48 and
GAPCO each own of record no shares of Common Stock, 1,052,661 shares of Common
Stock, 3,768,830 shares of Common Stock, 504,674 shares of Common Stock, 403,883
shares of Common Stock and 1,125,207 shares of Common Stock, respectively, or
0%, 5.4%, 19.2%, 2.6%, 2.1% and 5.7%, respectively, of the Company's issued and
outstanding shares of Common Stock.
By virtue of the fact that the GAP Managing Members are also the
general partners authorized and empowered to vote and dispose of the securities
held by GAPCO, and that GAP is the general partner of GAP 28, GAP 38, GAP 47 and
GAP 48, the Reporting Persons may be deemed to share voting power and the power
to direct the disposition of the shares of Common Stock which each owns of
record. Accordingly, as of August 12, 1998, each of the Reporting Persons may be
deemed to own beneficially an aggregate of 6,855,255 shares of Common Stock or
35.0% of the Company's issued and outstanding shares of Common Stock.
(b) Each of the Reporting Persons has the shared power to direct the
vote and the shared power to direct the disposition of the 6,855,255 shares of
Common Stock that may be deemed to be owned beneficially by each of them.
(c) Immediately prior to the closing of the Company's initial public
offering on August 12, 1998, GAP 28, GAP 38, GAP 47 and GAPCO owned of record
1,052,661, 3,768,830, 504,674 and 929,090 shares, respectively, of Common Stock.
Upon the closing of the Company's initial public offering on August 12, 1998,
(i) GAP 48 purchased 403,883 shares of Common Stock that were offered in the
initial public offering
<PAGE>
278856109 PAGE 11 OF 16 PAGES
for $15 per share, for an aggregate purchase price of $6,058,245 and (ii) GAPCO
purchased 196,117 shares of Common Stock that were offered in the initial public
offering for $15 per share, for an aggregate purchase price of $2,941,755.
(d) No person other than the persons listed is known to have the right
to receive or the power to direct the receipt of dividends from, or the proceeds
from the sale of, any securities owned by any member of the group.
(e) Not Applicable.
Item 6. Contracts, Arrangements, Understandings or Relationship with Respect
to the Issuer.
As noted above, the GAP Managing Members are authorized and empowered
to vote and dispose of the securities held by GAPCO, and GAP is authorized and
empowered to vote the dispose of the securities held by GAP 28, GAP 38, GAP 47
and GAP 48. Accordingly, GAP and the GAP Managing Members may, from time,
consult among themselves and coordinate the voting and disposition of the
Company's shares of Common Stock as well as such other action taken on behalf of
the Reporting Persons with respect to the Company's shares of Common Stock as
they deem to be in the collective interest of the Reporting Persons.
Pursuant to a letter agreement, dated January 24, 1997, attached to
this Schedule 13D as Exhibit 4, entered into at the closing (the "Closing") of
the transactions contemplated by the Agreement of Merger, dated January 24,
1997, among ALLTEL Information Services, Inc. ("ALLTEL"), ALLTEL Healthcare
Information Services, Inc., the Company and Eclipsys Solutions Corp., GAP 28,
GAP 38 and GAPCO agreed to grant to ALLTEL options to purchase an aggregate of
70,699 shares of Series D Convertible
<PAGE>
278856109 PAGE 12 OF 16 PAGES
Preferred Stock (which converted into shares of Common Stock upon the closing of
the initial public offering) at an exercise price of $.01 per share and pursuant
to option agreements entered into after the Closing by each of GAP 38 and GAPCO,
which are attached to this Schedule 13D as Exhibits 5 and 6. 60,236 shares of
Common Stock held by GAP 38 and 10,463 shares of Common Stock held by GAPCO are
subject to the options granted to ALLTEL; provided, however, that ALLTEL may
only exercise the options if either or both of First Union Corporation ("First
Union") or BT Investment Partners, Inc. ("BT") exercises its warrants to
purchase 601,771 shares (in the case of First Union) or 361,062 shares (in the
case of BT) of non-voting common stock of the Company, in which case ALLTEL may
exercise the options to purchase on an aggregate basis one share of Common Stock
for each approximately 6.67 shares of non-voting common stock issued pursuant to
such warrants.
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(f)(1) under
the Securities Exchange Act of 1934, as amended.
Exhibit 2: Power of Attorney dated July 15, 1998 appointing
Thomas J. Murphy Attorney-In -Fact for GAP.
Exhibit 3: Power of Attorney dated July 15, 1998 appointing
Thomas J. Murphy Attorney-In-Fact for GAPCO.
Exhibit 4: Letter Agreement dated January 24, 1997 by and among
Harvey J. Wilson, Wilfam Ltd., GAP 28, GAP 38, GAPCO and
ALLTEL.
Exhibit 5: Eclipsys Option Agreement dated as of March 13, 1998
between GAP 38, ALLTEL and the Company.
Exhibit 6: Eclipsys Option Agreement dated as of March 13, 1998
between GAPCO, ALLTEL and the Company.
<PAGE>
278856109 PAGE 13 OF 16 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 August 21, 1998.
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
Title: Attorney-In-Fact By: /s/ Thomas J. Murphy
------------------------
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
------------------------
Name: Thomas J. Murphy
By: /s/ Thomas J. Murphy Title: Attorney-In-Fact
- ------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
278856109 PAGE 14 OF 16 PAGES
EXHIBIT 1
to SCHEDULE 13D
JOINT ACQUISITION STATEMENT
PURSUANT TO RULE 13D-(f)(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: August 21, 1998
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GENERAL ATLANTIC PARTNERS 44, L.P.
By: General Atlantic Partners, LLC,
Its general partner
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Thomas J. Murphy
------------------------
Name: Thomas J. Murphy
Title: Attorney-In-Fact
278856109 PAGE 15 OF 16 PAGES
EXHIBIT 2
to SCHEDULE 13D
GENERAL ATLANTIC PARTNERS, LLC
3 Pickwick Plaza
Greenwich, CT 06830
July 15, 1998
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 169 East 90th Street,
Apt. 5, New York, NY 10128, 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, 1998.
GENERAL ATLANTIC PARTNERS, LLC
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Executive Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 15th day of July, 1998, 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 3
to SCHEDULE 13D
GAP COINVESTMENT PARTNERS, L.P.
3 Pickwick Plaza
Greenwich, CT 06830
July 15, 1998
POWER OF ATTORNEY
The undersigned, GAP Coinvestment Partners, L.P., a Delaware 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 169 East 90th Street,
Apt. 5, New York, NY 10128, 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, 1998.
GAP COINVESTMENT PARTNERS, L.P.
By: /s/ Steven A. Denning
-------------------------
Steven A. Denning
Executive Managing Member
STATE OF CONNECTICUT )
:ss. ###-##-####
COUNTY OF FAIRFIELD )
On the 15th day of July, 1998, 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
January 24, 1997
ALLTEL Information Services, Inc.
4001 Rodney Parham Road
Little Rock, AR 22212
Attn: Jeffrey H. Fox
President
Ladies and Gentlemen:
This will confirm the understanding among us with respect to the
Agreement of Merger (the "Merger Agreement") among ALLTEL Information Services,
Inc. ("ALLTEL"), ALLTEL Healthcare Information Services, Inc., Eclipsys
Corporation ("Eclipsys") and Eclipsys Solutions Corp. and the related closing on
the date hereof (the "Eclipsys Closing"). In order to induce ALLTEL to enter
into the Merger Agreement and other good and valuable consideration the
undersigned, General Atlantic Partners 38, L.P., General Atlantic Partners 28,
L.P, and GAP Coinvestment Partners, L.P. (collectively, "General Atlantic") and
Harvey J. Wilson and Wilfam Ltd (collectively, "Wilson") covenant and agree with
ALLTEL as follows:
(a) On or before March 31, 1997 General Atlantic and Wilson will
deliver to ALLTEL option agreements, in form and substance satisfactory to
ALLTEL (the "Option Agreements"), which will provide that each of General
Atlantic and Wilson will sell to ALLTEL at $.01 per share of up to an aggregate
of 103,602 (70,699 for General Atlantic and 32,903 for Wilson) shares of Series
D Convertible Preferred Stock, par value $.01, per share of Eclipsys (the
"Shares").
(b) The options will be exercisable by ALLTEL within 90 days after
written notice provided to ALLTEL of the exercise by either of First Union
Corporation ("First Union") and BT Investment Partners, Inc., ("BT,"
collectively, the Warrantholders") under the Warrants issued to each respective
Warrantholder at the Eclipsys Closing.
(c) The Shares will be issued by General Atlantic and Wilson pro rata
(68% for General Atlantic and 32% for Wilson) as follows: for every 6.666686
shares issued to either or both of First Union and BT, General Atlantic and
Wilson
<PAGE>
2
will transfer to ALLTEL under the Option Agreements on a pro rata basis one (1)
share of Series D Convertible Preferred Stock.
(d) On or prior to March 31, 1997, General Atlantic and Wilson will
escrow (without right of return, sale or encumbrance) with the Eclipsys
corporate secretary certificates representing 103,602 shares, and will cause the
corporate secretary to inform ALLTEL when this escrow has been completed.
(e) General Atlantic and Wilson will endeavor to obtain any waivers or
consents under the Amended and Restated Stockholders Agreement of Eclipsys dated
the date hereof, and any other corporate documents or agreements, that may be
necessary to effect this agreement and the Option Agreements, but in any case
General Atlantic and Wilson will indemnify ALLTEL for any failure to receive
such waivers or consents, including the sale of additional shares if necessary
so that ALLTEL receives the full benefit of the Option Agreements. Except for
the abovementioned Shareholders Agreement, the undersigned represent to ALLTEL
that this Agreement does not violate any agreement of Eclipsys known to them.
----------------------------
Harvey J. Wilson
WILFAM LTD.
By: ____________________________
Name: Harvey J. Wilson
Title: General Partner
GENERAL ATLANTIC PARTNERS 38, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its general partner
By: ___________________________
William E. Ford
A Managing Member
<PAGE>
3
GENERAL ATLANTIC PARTNERS 28, L.P.
By: GENERAL ATLANTIC PARTNERS, LLC,
its general partner
By: ___________________________
William E. Ford
A Managing Member
GAP COINVESTMENT PARTNERS, L.P.
By: ___________________________
William E. Ford
A General Partner
Accepted:
ALLTEL INFORMATION SERVICES, INC.
By: ______________________________
Michael L. Gravelle
Vice President
EXECUTION COPY
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
ECLIPSYS OPTION AGREEMENT
ECLIPSYS OPTION AGREEMENT (the "Agreement"), dated as of March 13,
1998, between General Atlantic Partners 38, L.P., a Delaware limited partnership
("Optionor"), ALLTEL Information Services, Inc., an Arkansas corporation
("ALLTEL"), and Eclipsys Corporation, a Delaware corporation ("Eclipsys")
(solely with respect to Sections 1.3, 2.2, 3.2, 3.4, 4.1-4.7 and 5.1-5.7).
THE PARTIES AGREE AS FOLLOWS:
1. Option.
1.1 Grant of Option; Exercise Price. Subject to the terms and
conditions herein set forth, Optionor grants to ALLTEL the right (the "Option")
to purchase from Optionor up to an aggregate of 60,236 shares of Series D
Convertible Preferred Stock, par value $.01 per share, of Eclipsys, each share
of which is convertible on the date hereof into 1.5 shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), represented by the
stock certificates listed on Schedule 1 (the "Stock Certificates") hereto (the
"Option Shares") owned by Optionor, at the exercise price (the "Exercise Price")
per share specified in Section 1.2 on the applicable Closing Date (as defined
below) for the sale of Option Shares, which Exercise Price shall be paid by
check or wire transfer of immediately available funds. The number of Option
Shares and the Exercise Price shall be subject to adjustment as provided in
Section 2.1.
1.2 Exercise Price. The Exercise Price shall be $.01 per
share, subject to adjustment as provided in Section 2.1.
1.3 Time of Exercise. The Option may be exercised in whole or
in part by ALLTEL within 90 days after delivery of written notice to ALLTEL by
Eclipsys (in the form attached hereto as Exhibit A) of the exercise, in whole or
in part, by either (a) First Union Corporation ("First Union") of the Warrant
No. 1 to purchase 1,124,822 shares of Non-Voting Common Stock, par value $.01
per share, dated January 24, 1997, granted by Eclipsys to First Union or (b) BT
Investment
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2
Partners, Inc. ("BT" and, together with First Union, the "Warrantholders") of
the Warrant No. 2 to purchase 674,893 shares (the "Warrant Shares") of
Non-Voting Common Stock, par value $.01 per share, dated January 24, 1997,
granted by Eclipsys to BT (collectively, the "Warrants"). The Warrants were
issued pursuant to the applicable provisions of the Preferred Stock and Warrant
Purchase Agreement, dated January 24, 1997, among Eclipsys, General Atlantic
Partners 38, L.P. ("GAP 38"), General Atlantic Partners 28, L.P. ("GAP 28"), GAP
Coinvestment Partners, L.P. ("GAP Coinvestment"), Wilfam Ltd. ("Wilfam"),
ALLTEL, First Union, BT, Brean Murray Associates IHS L.P. ("Brean Murray"),
Gerald Manolovici ("Manolovici"), St. Paul Venture Capital IV, L.L.C. ("St.
Paul") and Peter Karmanos, Jr. ("Karmanos"). The Option shall expire on the
earlier of (a) the date that ALLTEL has received an aggregate of 90,354 Option
Shares and (b) the 91st day following the expiration date of all of the Warrants
(whether by exercise or lapse thereof or otherwise), provided that if the
expiration date of the Warrants is extended, the termination date shall be the
91st day following Eclipsys' written notice to ALLTEL of the occurrence of the
extended expiration date of the Warrants (the "Termination Date"). This Option
may be exercised at any time (and at several different times) on or prior to the
Termination Date according to the aforementioned terms.
1.4 Exercise. Upon exercise by ALLTEL of the Options, the
Option Shares shall be transferred by Escrowholder (acting for Optionor) to
ALLTEL as follows: for each 6.666686 shares of Non-Voting Common Stock, par
value $.01 per share, of Eclipsys (the "Class B Common Stock") issued pursuant
to the Warrants to either First Union or BT or both First Union and BT, Optionor
will transfer to ALLTEL one (1) Option Share, subject to adjustment as provided
in Section 2.1. The Option Shares shall be transferred pro rata by Optionor and
the other persons issuing option rights listed on the attached Schedule 2 (the
"Optionors") and according to the percentages therein specified, and
Escrowholder shall to the extent possible allocate the Option Shares pro rata
among the Optionors.
1.5 Manner of Exercising Option.
(a) The Option shall be exercisable by ALLTEL or any
permitted assigns only by delivering a completed and fully executed Option
Exercise Notice (in the form attached hereto as Exhibit B) to Escrowholder (as
defined below) with a copy to Optionor and Eclipsys, not less than ten (10) days
prior to the date specified by ALLTEL in such exercise notice for the closing of
the purchase and sale of Option Shares pursuant to such exercise notice (the
"Closing Date"). If ALLTEL exercises this Option with respect to an amount of
Option Shares less than the aggregate number of Option Shares available to it
upon such exercise, the remainder of such Option Shares shall remain available
for exercise at one or more later times prior to the Termination Date in
accordance with this Option Agreement.
(b) On the Closing Date, ALLTEL shall deliver to the
Optionor by check or wire transfer, with notice of such payment to the
Escrowholder,
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3
the Exercise Price for the Option Shares so acquired, against delivery by
Escrowholder to ALLTEL of certificates representing the Option Shares which
certificates shall be issued in the name of ALLTEL with appropriate legends
affixed thereon.
2. Adjustment of Number of Shares; Substitute Shares.
2.1 Changes in Capital Structure. The number and type of
shares transferable by Optionor upon exercise of the Option by ALLTEL shall be
adjusted from time to time in the same manner as the Warrant Shares are
adjusted, as provided for in the Warrants, in the event of any stock split,
combination, stock dividend or recapitalization, or conversion or exchange for
other securities or property as a result of a merger, sale, liquidation or
reorganization of Eclipsys or the issue of any securities, or other similar
change in capital structure of Eclipsys. Nothing in this Section 2.1, or
elsewhere in this Agreement, however, shall have the effect of altering the
aggregate Exercise Price, and the Exercise Price shall be appropriately adjusted
in respect of the stock split, combination, stock dividend, recapitalization,
conversion, exchange or other event specified herein.
2.2 Distributions and Auxiliary Securities. If any
Distribution (as hereinafter defined) of securities or other property issued in
connection with a transaction contemplated by Section 2.1 ("Auxiliary
Securities") with respect to the Option Shares is due, the cash, certificates or
other instruments evidencing title to such Distribution or Auxiliary Securities,
together with appropriate instruments of transfer shall be delivered by Eclipsys
(or by Optionor if received by Optionor) to Escrowholder to be held in the
Escrow pursuant to Section 3 herein. Any Distribution or Auxiliary Securities
shall become a part of the Option Shares to which it relates, and upon the
exercise of the Option shall be transferred to ALLTEL without extra cost. A
"Distribution" means any property receivable by Optionor as owner of any Option
Shares, or as owner of any Distribution or Auxiliary Securities, and shall
include, without limitation, dividends, whether in cash or other property, such
as securities, cash, securities or other property arising from a combination,
stock dividend, conversion, reorganization, recapitalization, stock split,
liquidation, sale or merger or consolidation of Eclipsys or the issuer of any
security which is a Distribution or Auxiliary Security, or otherwise; provided,
however, that cash dividends in any calendar year out of earnings and profits
for such year shall be the sole property of Optionor and shall not be deemed a
Distribution.
3. Escrow.
3.1 Creation of Escrow. To ensure Optionor's general ability
to perform its obligations under this Agreement, Optionor will, concurrently
with the delivery of this Agreement, deliver to the Eclipsys corporate secretary
(the "Escrowholder") the Stock Certificates together with a stock power (the
"Stock Power") duly executed in blank in the form attached hereto as Exhibit C,
such
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4
documents to be held in escrow (the "Escrow") by such corporate secretary
pursuant to the terms of this Section 3.
3.2 Duties Upon Exercise of Option. If, prior to the
expiration of the Option, Escrowholder is given an Option Exercise Notice,
Escrowholder shall first ensure that the number of Option Shares issuable is
correct based on the number of shares of Class B Common Stock issuable upon
exercise of the Warrants, and then (assuming such Option Shares are properly
issuable) Escrowholder shall on the Closing Date specified in the Option
Exercise Notice (i) date the Stock Power necessary for the transfer in question,
(ii) fill in the number of Option Shares being transferred and (iii) deliver to
ALLTEL the Stock Power, together with a certificate or certificates issued in
the name of ALLTEL with appropriate legends affixed thereon representing the
number of Option Shares being transferred, possession of the Distributions and
Auxiliary Securities with respect to such Option Shares, against delivery to
Escrowholder for the benefit of Optionor (or directly to Optionor) of the
aggregate Exercise Price for the Option Shares so transferred. Optionor and
Eclipsys agree to cooperate, and to cause Eclipsys's transfer agent to
cooperate, with respect to furnishing to Escrowholder all necessary stock
certificates and other related instruments as appropriate.
3.3 Term of Escrow. The Escrow shall continue until the
earlier of (i) sixty (60) days following the Termination Date, provided that if
the Option has been duly exercised prior to the Termination Date the Escrow
shall continue until the transfer of the Option Shares so exercised has been
completed on the Closing Date and (ii) such date as ALLTEL has certified to
Escrowholder that the Option has expired or has been exercised in full.
3.4 Attorney-In-Fact; Additional Stock Assignments. Optionor
and Eclipsys hereby constitute and appoint Escrowholder as Optionor's and
Eclipsys's attorney-in-fact and agent for the term of this Escrow to execute,
with respect to such securities or other property as are deposited with
Escrowholder hereunder, all documents necessary or appropriate to make such
securities or other property negotiable and complete any transaction herein
contemplated. Optionor shall deliver to Escrowholder from time to time such
number of Stock Powers or other documents duly executed by Optionor as may be
reasonably requested by Escrowholder.
3.5 Return of Property. If, at the time of termination of the
Escrow, Escrowholder has in Escrowholder's possession any documents, securities,
or other property belonging to Optionor, including, without limitation, the
Option Shares and Stock Power specified in Section 3.1, then Escrowholder shall
deliver all of same to Optionor and shall be discharged of all further
obligations hereunder.
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5
3.6 Duties; Modification of Duties.
(a) Escrowholder shall carry out Escrowholder's
duties hereunder to the best of Escrowholder's ability but under all
circumstances in a professional and workmanlike manner, but shall be liable only
for gross negligence or willful misconduct. Escrowholder's duties hereunder may
be altered, amended, modified or revoked only by a written instrument signed by
ALLTEL, Optionor and Escrowholder.
(b) Escrowholder shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely and
shall be protected in relying or refraining from acting on any instrument
reasonably believed by Escrowholder to be genuine and to have been signed or
presented by the proper party or parties. Escrowholder shall not be personally
liable for any act Escrowholder may do or omit to do hereunder as Escrowholder
or as attorney-in-fact for Optionor while acting in good faith and in the
exercise of Escrowholder's own good judgment, and any act done or omitted by
Escrowholder pursuant to the advice of Escrowholder's own attorneys shall be
conclusive evidence of such good faith.
(c) Escrowholder is hereby expressly authorized to
disregard any and all warnings given by any of the parties hereto or by any
other person or corporation, excepting only orders or process of courts of law,
and is hereby expressly authorized to comply with and obey orders, judgments or
decrees of any court. In case Escrowholder obeys or complies with any such
order, judgment or decree of any court, Escrowholder shall not be liable to any
of the parties hereto or to any other person, firm or corporation by reason of
such compliance, notwithstanding that any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.
3.7 Authorization to Invest. Any cash distributions received
by Escrowholder pursuant to this Agreement and designated as a Distribution or
Auxiliary Security and which is to be retained in escrow by Escrowholder for
more than fifteen (15) days shall be invested in an interest bearing savings
account specified by ALLTEL and the interest thereon shall constitute a part of
such Distribution or Auxiliary Securities, as applicable.
3.8 Statute of Limitations. Escrowholder shall not be liable
for the lapse of any rights because of any statute of limitation applicable with
respect to this Agreement or any documents deposited with Escrowholder.
3.9 Legal Counsel. Escrowholder shall be entitled to employ
such legal counsel and other experts as Escrowholder may deem necessary properly
to advise Escrowholder in connection with Escrowholder's obligations and may pay
such counsel reasonable compensation therefor, for which Escrowholder shall be
reimbursed 50% by ALLTEL and 50% by Optionor.
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6
3.10 Termination of Duties; Successor. Escrowholder's
responsibilities as Escrowholder hereunder shall terminate if (i) Escrowholder
shall resign by (30) days' written notice to Optionor and ALLTEL, (ii) Optionor
and ALLTEL jointly agree to terminate Escrowholder and appoint Escrowholder's
successor or (iii) Escrowholder dies or is otherwise unable to continue to
discharge its duties hereunder. In the event of Escrowholder's termination as
Escrowholder by resignation, death or by otherwise becoming unable to perform,
the successor shall be the successor corporate secretary of Eclipsys or another
corporate officer designated by the Chief Executive Officer, or if no such
officer is appointed, the Chief Executive Officer. Upon Escrowholder's receipt
of notice of any such appointment of Escrowholder's successor, all documents,
shares and other property then in Escrowholder's possession pursuant to this
Agreement shall be delivered to such successor.
3.11 Further Instruments. If Escrowholder reasonably requires
other or further instruments in connection with this Agreement or obligations in
respect hereto, the necessary parties hereto shall join in furnishing such
instruments.
3.12 Conflicting Notices; Disputes. If Escrowholder receives a
notice from ALLTEL that ALLTEL is exercising any of ALLTEL's rights hereunder,
Escrowholder shall first complete all action required with respect to the notice
before taking action with respect to any subsequently received notice which in
any way conflicts with the prior notice. It is understood and agreed that should
any dispute arise with respect to the delivery or ownership or right of
possession of the Option Shares and/or the Distribution and Auxiliary Securities
with respect thereto, and any other property held by Escrowholder hereunder,
Escrowholder is authorized and directed to retain in its possession without
liability to anyone all or any part of such securities and such other property
until such dispute shall have been settled either by mutual written agreement of
the parties concerned or in accordance with Section 4, but Escrowholder shall be
under no duty whatsoever to institute or defend any such proceedings as required
by Section 4.
3.13 Voting of Shares. For so long as the Option Shares and
any other voting securities of Eclipsys shall be held by the Escrowholder,
Optionor shall be entitled to vote the Option Shares and such securities in all
matters presented to the stockholders of Eclipsys and shall be entitled to
exercise all other rights as a stockholder of Eclipsys with respect to such
securities.
3.14 Conversion of Option Shares. Notwithstanding anything to
the contrary set forth in this Agreement, the Optionor and ALLTEL agree that (a)
the Optionor shall be entitled to convert the Option Shares into shares of
Common Stock and (b) in the event of such conversion, the shares of Common Stock
issued to the Optionor upon such conversion shall be deemed Option Shares under
this Agreement and shall be subject to ALLTEL's Option in accordance with this
Agreement.
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7
4. Dispute Resolution.
4.1 Dispute Resolution Procedures. In the event that a dispute
arises between ALLTEL, Eclipsys, and Optionor with respect to the terms and
conditions of this Agreement, or any subject matter governed by this Agreement,
such dispute shall be settled as set forth in this Section 4. At the time that
any dispute is resolved, if the dispute involves an amount of money, interest at
a rate equal to the prime rate per annum as announced from time to time by
Boatmen's National Bank of Arkansas plus 1 percent shall be paid to the party
entitled to receive the disputed amounts to compensate for the lapsed time
between the date such disputed amount originally was to have been paid (or was
paid) through the date amounts are paid (or credited) in settlement of the
dispute.
4.2 Claims Procedures. If either ALLTEL, Eclipsys, or Optionor
shall have any dispute with respect to the terms and conditions of this
Agreement or any subject matter referred to in or governed by this Agreement,
such party shall provide written notice to the other party in the form of a
claim identifying the issue or amount disputed and including a detailed reason
for such claim. The party against whom the claim is made shall respond in
writing within 30 days from the date of receipt of the notice of such claim. The
party filing the claim shall have an additional 30 days after the receipt of the
response to either accept the resolution offered by the other party or request
implementation of the procedures set forth in Section 4.3 (the "Escalation
Procedures"). Failure to meet the time limitations set forth in this Section 4.2
may result in the implementation of the Escalation Procedures.
4.3 Escalation Procedure.
(a) Each of ALLTEL, Eclipsys and Optionor agrees to
negotiate, in good faith, any claim or dispute that has not been satisfactorily
resolved following the claim resolution procedures described in Section 4.2. To
this end, each party agrees to escalate any and all disputes or claims in
accordance with Section 4.3(b) before taking further action.
(b) If the negotiations conducted pursuant to Section
4.2 do not result in a resolution of the underlying dispute or claim to the
satisfaction of a party involved in such negotiations, then either party may
notify the other in writing that it desires to elevate the dispute or claim to
the President of ALLTEL and the Chairman and Chief Executive Officer, or
equivalent thereof, of Optionor or Eclipsys for resolution. Upon receipt by the
other party of such written notice, the dispute or claim shall be so elevated
and the President of ALLTEL and the Chairman and Chief Executive Officer, or
equivalent thereof, of Optionor or Eclipsys shall negotiate in good faith and
each use its reasonable best efforts to resolve such dispute or claim. The
location, format, frequency, duration and conclusion of these elevated
discussions shall be left to the discretion of the representatives involved.
Upon mutual agreement, the representatives may utilize other alternative dispute
resolution procedures to assist in the negotiations. Discussions and
correspondence among the
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8
representatives for purposes of these negotiations shall be treated as
confidential information developed for purposes of settlement, exempt from
discovery and production, which shall not be admissible in subsequent
proceedings between the parties. Documents identified in or provided with such
communications, which are not prepared for purposes of the negotiations, are not
so exempted and may, if otherwise admissible, be admitted in evidence in such
subsequent proceeding.
4.4 Arbitration Procedures.
(a) In the event that a claim, controversy or dispute
between the parties with respect to the terms and conditions of this Agreement,
or any subject matter governed by this Agreement, which is subject to
arbitration hereunder and which has not been resolved by use of the claims
procedure described in Section 4.2 or the Escalation Procedures described in
Section 4.3(b), either party may, within 30 days after the representatives have
met to address such claim, controversy or dispute, request binding arbitration
with respect thereto in accordance with the following procedures.
(b) Either party may request arbitration by giving
the other involved party written notice to such effect, which notice shall
describe, in reasonable detail, the nature of dispute, controversy or claim.
Such arbitration shall be governed by the Commercial Arbitration Rules of the
American Arbitration Association, 1939 Rhode Island Avenue, N.W., Suite 509,
Washington, D.C. 20036 ("AAA"), as amended by this Agreement.
(c) Upon either party's request for arbitration, an
arbitrator shall be selected by mutual agreement of the parties to hear the
dispute in accordance with AAA rules. If the parties are unable to agree upon an
arbitrator then either party may request that the AAA select an arbitrator and
such arbitrator shall hear the dispute in accordance with AAA rules. For
disputes amounting to $10,000,000 or more or in connection with property with a
fair market value of $10,000,000 or more, a panel of three arbitrators shall be
selected to hear the dispute. In such case, each party shall select one
arbitrator who shall be unaffiliated with such party, and the two arbitrators
shall select a third arbitrator. If the two arbitrators are unable to agree upon
a third arbitrator, the AAA shall select the third arbitrator. In the case of a
three arbitrator panel, the decision of a majority of the arbitrators shall
control. The arbitration shall be held in Atlanta, Georgia, at such location as
may be mutually acceptable to the parties.
(d) Each of the parties shall bear its own fees,
costs and expenses of the arbitration and its own legal expenses, attorneys'
fees and costs of all experts and witnesses. Unless the award provides
otherwise, the fees and expenses of the arbitration procedures, including the
fees of the arbitrator or arbitrators, will be shared equally by the involved
parties.
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9
(e) Any award rendered pursuant to such arbitration
shall be final, conclusive and binding upon the parties, and any judgment
thereon may be entered and enforced in any court of competent jurisdiction.
(f) No claims to be resolved under this Section 4 may
be made more than six months after the date by which the fault or failure should
reasonably have been discovered and failure to make such a claim within the six
month period shall forever bar the claim.
(g) Each of ALLTEL, Eclipsys and Optionor shall
continue to perform its obligations under this Agreement during the period of
any dispute and the resolution thereof pursuant to this Section 4.
5. Representations, Warranties and Covenants of Optionor and Eclipsys.
5.1 Ownership of Option Shares; No Conflicts. Optionor
represents and warrants as of this date and as of any Closing Date, and
covenants for the period beginning on this date and ending on the Termination
Date of this Agreement, that except for the required waivers of compliance with
provisions contained in Section 16.2(b) of the Amended and Restated Stockholders
Agreement, dated January 24, 1997 (the "Eclipsys Stockholders Agreement"), among
Eclipsys, GAP 38, GAP 28, GAP Coinvestment, Partners HealthCare System, Inc.,
Harvey J. Wilson, Wilfam, ALLTEL, First Union, BT, Brean Murray, Manolovici, St.
Paul and Karmanos, (i) Optionor owns its respective Option Shares and will
continue to own such Option Shares until the Termination Date; (ii) Optionor has
and will have the right to enter into this Agreement, and to transfer to ALLTEL
all or any part of Optionor's respective Option Shares, Distributions and
Auxiliary Securities, in each case, free and clear of any lien, claim,
encumbrance or restriction of any type or nature whatsoever (other than
restrictions on resale that may arise under applicable federal and state
securities laws); (iii) Optionor's respective Option Shares, Distributions and
Auxiliary Securities are not and will not be subject to any right of first
refusal, right of repurchase or any similar right granted to, or retained by,
Eclipsys, any stockholder of Eclipsys or any other person; and (iv) there is no
provision of any existing agreement, and Optionor will not enter into an
agreement, by which Optionor is or would be bound (or to which Optionor is or
would become subject) that conflicts or would conflict with this Agreement or
the performance of Optionor's obligations under this Agreement other than any
such conflicts that have been waived. Optionor and Eclipsys will endeavor to
obtain any waivers or consents required under Section 16.2(b) of the Eclipsys
Stockholders Agreement, and any other documents or agreements, that may be
necessary to effect this Agreement, but in any case Optionor will indemnify
ALLTEL for any failure to receive such waivers or consents, including the sale
of additional shares if necessary so that ALLTEL receives the full benefit of
this Agreement.
5.2 Authorization; No Contravention. Each of Optionor and
Eclipsys represents and warrants (severally and not jointly in all cases in
which they
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10
are making representative hereunder) that as of this date and as of the Closing
Date the execution, delivery and performance by Optionor of this Agreement and
the transactions contemplated hereby (a) have been duly authorized by all
necessary action of Optionor and Eclipsys; (b) do not contravene the terms of
any organizational documents, or any amendment thereof, of the Optionor or
Eclipsys; (c) do not violate, conflict with or result in any breach or
contravention of, or the creation of any lien under, any contractual obligation
of Optionor or Eclipsys, except for the Eclipsys Stockholders Agreement, or any
requirement of law applicable to Optionor or Eclipsys; and (d) do not violate
any judgment, injunction, writ, award, decree or order of any nature
(collectively, "Orders") of any governmental authority against, or binding upon,
Optionor or Eclipsys. Except for the Eclipsys Stockholders Agreement, Optionor
and Eclipsys have not previously entered into any contractual obligation which
is currently in effect or by which Optionor or Eclipsys are currently bound,
granting any rights to any person which are in conflict with the rights to be
granted by Optionor or Eclipsys in this Agreement.
5.3 Governmental Authorization; Third Party Consents. Each of
Optionor and Eclipsys represents and warrants that as of this date and as of the
Closing Date other than those required under Section 16 of the Securities
Exchange Act of 1934, as amended, and Rule 144 promulgated under the Securities
Act of 1933, as amended (the "Act"), if applicable, no approval, consent,
compliance, exemption, authorization or other action by, or notice to, or filing
with, any govern mental authority or any other person in respect of any
requirement of law, and no lapse of a waiting period under a requirement of law,
is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, Optionor and Eclipsys of this Agreement
or the transactions contemplated hereby.
5.4 Binding Effect. Each of Optionor and Eclipsys represents
and warrants that as of this date this Agreement and as of the Closing Date has
been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with their terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
5.5 Litigation. Each of Optionor and Eclipsys represents and
warrants that as of this date and as of the Closing Date there are no legal
actions, suits, proceedings, claims, complaints, disputes or investigations
pending or, to the knowledge of Optionor and Eclipsys, threatened, at law, in
equity, in arbitration or before any governmental authority against Optionor or
Eclipsys which would, if adversely determined, have a material adverse effect on
the ability of Optionor or Eclipsys to perform its obligations under this
Agreement. No Order has been issued by any court or other governmental authority
against Optionor or Eclipsys purporting to enjoin or restrain the execution,
delivery or performance of this Agreement.
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11
5.6 Notice of Exercise of Warrants. Eclipsys shall provide
written notice to ALLTEL of any exercise of the Warrants as described in Section
1.3 above within 30 days of such exercise and of the termination date of the
Warrants as described in Section 1.3 above within 30 days of such termination.
5.7 Further Assurances. Upon the reasonable request of
Escrowholder, Eclipsys or ALLTEL, Optionor will prepare, execute and deliver any
further instruments and do any further acts that may be necessary to carry out
more effectively the purpose of this Agreement.
6. Representations and Covenants of ALLTEL.
6.1 Investment Representations. ALLTEL represents, and shall
confirm such representations on any Closing Date, that:
(a) the securities are being acquired (i) for
ALLTEL's own account, not for the account of any other person and (ii) for
investment and not with a view to distribution or resale except in compliance
with applicable laws regulating securities;
(b) ALLTEL is capable of evaluating the merits and
risks of its investment in the securities and the amount of such investment is
within ALLTEL's risk capital means;
(c) ALLTEL understands and acknowledges that an
investment in Eclipsys as represented by the Option Shares is highly speculative
in nature and is subject to a high degree of risk of loss in whole or in part;
(d) ALLTEL understands and acknowledges that it must
bear the economic risk of investment for an indefinite period of time because
the transfer to ALLTEL of the Option Shares and the Distribution and Auxiliary
Securities has not been registered under the Act, and the Option Shares and the
Distributions and Auxiliary Securities cannot be transferred by ALLTEL unless
such transfer is registered under the Act or registration is not required in
connection with such transfer.
7. Miscellaneous.
7.1 Amendment. This Agreement may only be amended by a writing
signed by Optionor and ALLTEL, and where applicable, by Eclipsys and/or
Escrowholder.
7.2 Transfer of Option and Option Shares. The sale, transfer,
assignment, hypothecation or other disposition by ALLTEL of this Agreement, the
Option or the Option Shares, Distributions or Auxiliary Securities are subject
to (a) applicable restrictions on transfer thereof under federal and state
securities laws
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and (b) the Eclipsys Stockholders Agreement. Except as permitted by the Eclipsys
Shareholders Agreement, any attempt by any party to this Agreement to assign
this Agreement, any Option Shares, Distributions or Auxiliary Securities and any
levy of execution, attachment, or similar process on such securities or property
shall be null and void. Subject to the foregoing, this Agreement shall be
binding on and inure to the benefit of the successors and assigns of Optionor.
7.3 Entire Agreement; Controlling Document. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence and
understandings between the parties with respect to the subject matter hereof,
whether oral or in writing.
7.4 Governing Law, Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware applicable to contracts entered into by Delaware residents and to be
performed wholly in the State of Delaware. Each party hereto hereby agrees that
any action which, in whole or in part, in any way arises under this Agreement
shall be brought in the Delaware Court or the United States District Court for
the District of Delaware. Each party hereby submits to the exclusive
jurisdiction and venue of such Courts for purposes of any such action and agrees
that any notice, document or complaint in any such action may be served on it by
delivery in the manner provided for the delivery of notices under this
Agreement.
7.5 Notices. All notices and other communications under this
Agreement shall be in writing, shall be effective when received, and shall in
any event be deemed to have been received on the date of delivery if delivered
personally or by telecopier; on the third business day after the business day of
deposit with the U.S. Postal Service for delivery by first class mail,
registered or certified, postage prepaid; or on the first business day after the
business day of deposit with Federal Express or similar courier for overnight
delivery, freight prepaid; in each such case, addressed as follows (until any
such address is changed by notice duly given):
To Optionor at the address set forth on Schedule 2.
To ALLTEL at: ALLTEL Information Services, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas 72212
Attention: President
with a copy to General Counsel
To Eclipsys at: Eclipsys Corporation
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
<PAGE>
13
To Escrowholder at: Eclipsys Corporation
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
7.6 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.7 Severability. If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder shall be valid and
enforceable to the maximum extent possible.
7.8 Headings. The section headings used in this Agreement are
intended principally for convenience and shall not by themselves determine the
rights and obligations of the parties to this Agreement.
7.9 Delay and Waiver. No delay on the part of any party in
exercising any right under this Agreement shall operate as a waiver of such
right. The waiver by any party of any other term or condition of this Agreement
shall not be construed as a waiver of a subsequent breach or failure of the same
term or condition or a waiver of any other term or condition contained in this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first above written.
GENERAL ATLANTIC PARTNERS 38, L.P.
By: General Atlantic Partners, LLC,
its General Partner
By:
Name:
Title:
ALLTEL INFORMATION SERVICES, INC.
By:
Name:
Title:
<PAGE>
14
ECLIPSYS CORPORATION
(solely with respect to Sections 1.3, 2.2, 3.2,
3.4 and 4.2)
By:
Name:
Title:
ROBERT VANARIA
as Senior Vice President of Administration,
Chief Financial Officer and Treasurer of
Eclipsys Corporation
as Escrowholder
(solely with respect to Section 3 hereof)
<PAGE>
Schedule 1
General Atlantic Partners 38, L.P.
----------------------------------
Number of Shares of Series D
Convertible Preferred Stock Stock Certificate
- --------------------------- -----------------
60,236 D-5
<PAGE>
Schedule 2
Optionor Percentage Address
- -------- ---------- -------
General Atlantic Partners 38, L.P. 58.14108 c/o General Atlantic Service
Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
GAP Coinvestment Partners, L.P. 10.09912 c/o General Atlantic Service
Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Wilfam Ltd. 31.759803 969 South Ocean Boulevard
(guaranteed by Harvey J. Wilson) _________ Delray Beach, Florida 33483
100.000%
<PAGE>
Exhibit A
Warrant Exercise Notice
[Date]
ALLTEL Information Services, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas 72212
Attn: President
This is to inform you that on [date] First Union Corporation ("First
Union") exercised its rights under the Warrant, dated January 24, 1997, numbered
1, granted by Eclipsys Corporation to First Union, to purchase __________ shares
of Non-Voting Common Stock, par value $.01,
and/or
on [date] BT Investment Partners, Inc. ("BT") exercised its rights
under the Warrant, dated January 24, 1997, numbered 2, granted by Eclipsys
Corporation to BT, to purchase __________ shares of Non-Voting Common Stock, par
value $.01.
By virtue of the above-mentioned Warrant exercise, you are hereby
notified that you may exercise your rights under the Eclipsys Option Agreements,
dated as of March 13, 1998.
ECLIPSYS CORPORATION
By:
Name:
Title:
<PAGE>
Exhibit B
Option Exercise Notice
[Date]
Eclipsys Corporation
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
Attn: Corporate Secretary
1. Exercise of Option. Effective as of the above date, the undersigned
hereby exercises its option to purchase ___________ shares of Series D
Convertible Preferred Stock, par value $.01 per share, of Eclipsys Corporation
("Eclipsys") pursuant to the Eclipsys Option Agreement, dated as of March 13,
1998 between General Atlantic Partners 38, L.P. ("Optionor") and ALLTEL
Information Services, Inc. (the "Agreement"). The exercise price per share is
$.01 for an aggregate purchase price of $__________.
2. Closing Date. The Closing Date shall be _________, as specified by
the undersigned, which date is not less than 30 days from the date of this
Option Exercise Notice.
3. Delivery of Payment. The undersigned shall deliver by check or wire
transfer the above aggregate purchase price to Optionor and provide a
confirmation of such transfer on the Closing Date.
4. Confirmation of Exercise of Warrants. The undersigned confirms that
it has received notice of the exercise of the Warrants (as defined in the
above-mentioned Agreement).
5. Delivery of Certificates. You are instructed to deliver the
Certificates to the undersigned as required by the Agreement on the Closing
Date.
Submitted by: Accepted by:
ALLTEL Information Services, Inc. Steven L. Kinderman
as Escrowholder
By:
Title:
<PAGE>
EXHIBIT C
STOCK POWER
FOR VALUE RECEIVED and pursuant to the Eclipsys Option Agreement, dated
as of March 13, 1998 the undersigned hereby sells, assigns and transfers unto
__________________ (________) shares, par value $.01 per share, of Series D
Convertible Preferred Stock of Eclipsys Corporation, a Delaware corporation,
standing in the undersigned's name on the books of said corporation represented
by certificate number _____ delivered herewith, and does hereby irrevocably
constitute and appoint ___________ as attorney-in-fact, with full power of
substitution, to transfer said stock on the books of said corporation.
Dated: _______________, 19__
--------------------------
(Signature)
--------------------------
(Type or Print Name)
--------------------------
(Spouse's Signature, if any)
--------------------------
(Type of Print Name)
This Stock Power was executed in conjunction with the terms of an Option
Agreement between the above assignor and ALLTEL Information Services, Inc.,
dated as of March 13, 1998, and may be utilized only in connection with the
terms of such agreement.
INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
EXECUTION COPY
THE SECURITIES REPRESENTED BY THIS CERTIFICATE HAVE NOT BEEN REGISTERED
UNDER THE SECURITIES ACT OF 1933, AS AMENDED (THE "ACT"), OR THE
SECURITIES LAWS OF ANY STATE. THE SECURITIES MAY NOT BE TRANSFERRED
EXCEPT PURSUANT TO AN EFFECTIVE REGISTRATION STATEMENT UNDER SUCH ACT
AND APPLICABLE STATE SECURITIES LAWS OR PURSUANT TO AN APPLICABLE
EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF SUCH ACT AND SUCH LAWS
OR PURSUANT TO A WRITTEN OPINION OF COUNSEL FOR THE COMPANY THAT SUCH
REGISTRATION IS NOT REQUIRED.
ECLIPSYS OPTION AGREEMENT
ECLIPSYS OPTION AGREEMENT (the "Agreement"), dated as of March 13,
1998, between GAP Coinvestment Partners, L.P., a New York limited partnership
("Optionor"), ALLTEL Information Services, Inc., an Arkansas corporation
("ALLTEL"), and Eclipsys Corporation, a Delaware corporation ("Eclipsys")
(solely with respect to Sections 1.3, 2.2, 3.2, 3.4, 4.1-4.7 and 5.1-5.7).
THE PARTIES AGREE AS FOLLOWS:
1. Option.
1.1 Grant of Option; Exercise Price. Subject to the terms and
conditions herein set forth, Optionor grants to ALLTEL the right (the "Option")
to purchase from Optionor up to an aggregate of 10,463 shares of Series D
Convertible Preferred Stock, par value $.01 per share, of Eclipsys, each share
of which is convertible on the date hereof into 1.5 shares of Common Stock, par
value $.01 per share, of the Company (the "Common Stock"), represented by the
stock certificates listed on Schedule 1 (the "Stock Certificates") hereto (the
"Option Shares") owned by Optionor, at the exercise price (the "Exercise Price")
per share specified in Section 1.2 on the applicable Closing Date (as defined
below) for the sale of Option Shares, which Exercise Price shall be paid by
check or wire transfer of immediately available funds. The number of Option
Shares and the Exercise Price shall be subject to adjustment as provided in
Section 2.1.
1.2 Exercise Price. The Exercise Price shall be $.01 per
share, subject to adjustment as provided in Section 2.1.
1.3 Time of Exercise. The Option may be exercised in whole or
in part by ALLTEL within 90 days after delivery of written notice to ALLTEL by
Eclipsys (in the form attached hereto as Exhibit A) of the exercise, in whole or
in part, by either (a) First Union Corporation ("First Union") of the Warrant
No. 1 to purchase 1,124,822 shares of Non-Voting Common Stock, par value $.01
per share, dated January 24, 1997, granted by Eclipsys to First Union or (b) BT
Investment
<PAGE>
2
Partners, Inc. ("BT" and, together with First Union, the "Warrantholders") of
the Warrant No. 2 to purchase 674,893 shares (the "Warrant Shares") of
Non-Voting Common Stock, par value $.01 per share, dated January 24, 1997,
granted by Eclipsys to BT (collectively, the "Warrants"). The Warrants were
issued pursuant to the applicable provisions of the Preferred Stock and Warrant
Purchase Agreement, dated January 24, 1997, among Eclipsys, General Atlantic
Partners 38, L.P. ("GAP 38"), General Atlantic Partners 28, L.P. ("GAP 28"), GAP
Coinvestment Partners, L.P. ("GAP Coinvestment"), Wilfam Ltd. ("Wilfam"),
ALLTEL, First Union, BT, Brean Murray Associates IHS L.P. ("Brean Murray"),
Gerald Manolovici ("Manolovici"), St. Paul Venture Capital IV, L.L.C. ("St.
Paul") and Peter Karmanos, Jr. ("Karmanos"). The Option shall expire on the
earlier of (a) the date that ALLTEL has received an aggregate of 15,694 Option
Shares and (b) the 91st day following the expiration date of all of the Warrants
(whether by exercise or lapse thereof or otherwise), provided that if the
expiration date of the Warrants is extended, the termination date shall be the
91st day following Eclipsys' written notice to ALLTEL of the occurrence of the
extended expiration date of the Warrants (the "Termination Date"). This Option
may be exercised at any time (and at several different times) on or prior to the
Termination Date according to the aforementioned terms.
1.4 Exercise. Upon exercise by ALLTEL of the Options, the
Option Shares shall be transferred by Escrowholder (acting for Optionor) to
ALLTEL as follows: for each 6.666686 shares of Non-Voting Common Stock, par
value $.01 per share, of Eclipsys (the "Class B Common Stock") issued pursuant
to the Warrants to either First Union or BT or both First Union and BT, Optionor
will transfer to ALLTEL one (1) Option Share, subject to adjustment as provided
in Section 2.1. The Option Shares shall be transferred pro rata by Optionor and
the other persons issuing option rights listed on the attached Schedule 2 (the
"Optionors") and according to the percentages therein specified, and
Escrowholder shall to the extent possible allocate the Option Shares pro rata
among the Optionors.
1.5 Manner of Exercising Option.
(a) The Option shall be exercisable by ALLTEL or any
permitted assigns only by delivering a completed and fully executed Option
Exercise Notice (in the form attached hereto as Exhibit B) to Escrowholder (as
defined below) with a copy to Optionor and Eclipsys, not less than ten (10) days
prior to the date specified by ALLTEL in such exercise notice for the closing of
the purchase and sale of Option Shares pursuant to such exercise notice (the
"Closing Date"). If ALLTEL exercises this Option with respect to an amount of
Option Shares less than the aggregate number of Option Shares available to it
upon such exercise, the remainder of such Option Shares shall remain available
for exercise at one or more later times prior to the Termination Date in
accordance with this Option Agreement.
(b) On the Closing Date, ALLTEL shall deliver to the
Optionor by check or wire transfer, with notice of such payment to the
Escrowholder,
<PAGE>
3
the Exercise Price for the Option Shares so acquired, against delivery by
Escrowholder to ALLTEL of certificates representing the Option Shares which
certificates shall be issued in the name of ALLTEL with appropriate legends
affixed thereon.
2. Adjustment of Number of Shares; Substitute Shares.
2.1 Changes in Capital Structure. The number and type of
shares transferable by Optionor upon exercise of the Option by ALLTEL shall be
adjusted from time to time in the same manner as the Warrant Shares are
adjusted, as provided for in the Warrants, in the event of any stock split,
combination, stock dividend or recapitalization, or conversion or exchange for
other securities or property as a result of a merger, sale, liquidation or
reorganization of Eclipsys or the issue of any securities, or other similar
change in capital structure of Eclipsys. Nothing in this Section 2.1, or
elsewhere in this Agreement, however, shall have the effect of altering the
aggregate Exercise Price, and the Exercise Price shall be appropriately adjusted
in respect of the stock split, combination, stock dividend, recapitalization,
conversion, exchange or other event specified herein.
2.2 Distributions and Auxiliary Securities. If any
Distribution (as hereinafter defined) of securities or other property issued in
connection with a transaction contemplated by Section 2.1 ("Auxiliary
Securities") with respect to the Option Shares is due, the cash, certificates or
other instruments evidencing title to such Distribution or Auxiliary Securities,
together with appropriate instruments of transfer shall be delivered by Eclipsys
(or by Optionor if received by Optionor) to Escrowholder to be held in the
Escrow pursuant to Section 3 herein. Any Distribution or Auxiliary Securities
shall become a part of the Option Shares to which it relates, and upon the
exercise of the Option shall be transferred to ALLTEL without extra cost. A
"Distribution" means any property receivable by Optionor as owner of any Option
Shares, or as owner of any Distribution or Auxiliary Securities, and shall
include, without limitation, dividends, whether in cash or other property, such
as securities, cash, securities or other property arising from a combination,
stock dividend, conversion, reorganization, recapitalization, stock split,
liquidation, sale or merger or consolidation of Eclipsys or the issuer of any
security which is a Distribution or Auxiliary Security, or otherwise; provided,
however, that cash dividends in any calendar year out of earnings and profits
for such year shall be the sole property of Optionor and shall not be deemed a
Distribution.
3. Escrow.
3.1 Creation of Escrow. To ensure Optionor's general ability
to perform its obligations under this Agreement, Optionor will, concurrently
with the delivery of this Agreement, deliver to the Eclipsys corporate secretary
(the "Escrowholder") the Stock Certificates together with a stock power (the
"Stock Power") duly executed in blank in the form attached hereto as Exhibit C,
such
<PAGE>
4
documents to be held in escrow (the "Escrow") by such corporate secretary
pursuant to the terms of this Section 3.
3.2 Duties Upon Exercise of Option. If, prior to the
expiration of the Option, Escrowholder is given an Option Exercise Notice,
Escrowholder shall first ensure that the number of Option Shares issuable is
correct based on the number of shares of Class B Common Stock issuable upon
exercise of the Warrants, and then (assuming such Option Shares are properly
issuable) Escrowholder shall on the Closing Date specified in the Option
Exercise Notice (i) date the Stock Power necessary for the transfer in question,
(ii) fill in the number of Option Shares being transferred and (iii) deliver to
ALLTEL the Stock Power, together with a certificate or certificates issued in
the name of ALLTEL with appropriate legends affixed thereon representing the
number of Option Shares being transferred, possession of the Distributions and
Auxiliary Securities with respect to such Option Shares, against delivery to
Escrowholder for the benefit of Optionor (or directly to Optionor) of the
aggregate Exercise Price for the Option Shares so transferred. Optionor and
Eclipsys agree to cooperate, and to cause Eclipsys's transfer agent to
cooperate, with respect to furnishing to Escrowholder all necessary stock
certificates and other related instruments as appropriate.
3.3 Term of Escrow. The Escrow shall continue until the
earlier of (i) sixty (60) days following the Termination Date, provided that if
the Option has been duly exercised prior to the Termination Date the Escrow
shall continue until the transfer of the Option Shares so exercised has been
completed on the Closing Date and (ii) such date as ALLTEL has certified to
Escrowholder that the Option has expired or has been exercised in full.
3.4 Attorney-In-Fact; Additional Stock Assignments. Optionor
and Eclipsys hereby constitute and appoint Escrowholder as Optionor's and
Eclipsys's attorney-in-fact and agent for the term of this Escrow to execute,
with respect to such securities or other property as are deposited with
Escrowholder hereunder, all documents necessary or appropriate to make such
securities or other property negotiable and complete any transaction herein
contemplated. Optionor shall deliver to Escrowholder from time to time such
number of Stock Powers or other documents duly executed by Optionor as may be
reasonably requested by Escrowholder.
3.5 Return of Property. If, at the time of termination of the
Escrow, Escrowholder has in Escrowholder's possession any documents, securities,
or other property belonging to Optionor, including, without limitation, the
Option Shares and Stock Power specified in Section 3.1, then Escrowholder shall
deliver all of same to Optionor and shall be discharged of all further
obligations hereunder.
<PAGE>
5
3.6 Duties; Modification of Duties.
(a) Escrowholder shall carry out Escrowholder's
duties hereunder to the best of Escrowholder's ability but under all
circumstances in a professional and workmanlike manner, but shall be liable only
for gross negligence or willful misconduct. Escrowholder's duties hereunder may
be altered, amended, modified or revoked only by a written instrument signed by
ALLTEL, Optionor and Escrowholder.
(b) Escrowholder shall be obligated only for the
performance of such duties as are specifically set forth herein and may rely and
shall be protected in relying or refraining from acting on any instrument
reasonably believed by Escrowholder to be genuine and to have been signed or
presented by the proper party or parties. Escrowholder shall not be personally
liable for any act Escrowholder may do or omit to do hereunder as Escrowholder
or as attorney-in-fact for Optionor while acting in good faith and in the
exercise of Escrowholder's own good judgment, and any act done or omitted by
Escrowholder pursuant to the advice of Escrowholder's own attorneys shall be
conclusive evidence of such good faith.
(c) Escrowholder is hereby expressly authorized to
disregard any and all warnings given by any of the parties hereto or by any
other person or corporation, excepting only orders or process of courts of law,
and is hereby expressly authorized to comply with and obey orders, judgments or
decrees of any court. In case Escrowholder obeys or complies with any such
order, judgment or decree of any court, Escrowholder shall not be liable to any
of the parties hereto or to any other person, firm or corporation by reason of
such compliance, notwithstanding that any such order, judgment or decree being
subsequently reversed, modified, annulled, set aside, vacated or found to have
been entered without jurisdiction.
3.7 Authorization to Invest. Any cash distributions received
by Escrowholder pursuant to this Agreement and designated as a Distribution or
Auxiliary Security and which is to be retained in escrow by Escrowholder for
more than fifteen (15) days shall be invested in an interest bearing savings
account specified by ALLTEL and the interest thereon shall constitute a part of
such Distribution or Auxiliary Securities, as applicable.
3.8 Statute of Limitations. Escrowholder shall not be liable
for the lapse of any rights because of any statute of limitation applicable with
respect to this Agreement or any documents deposited with Escrowholder.
3.9 Legal Counsel. Escrowholder shall be entitled to employ
such legal counsel and other experts as Escrowholder may deem necessary properly
to advise Escrowholder in connection with Escrowholder's obligations and may pay
such counsel reasonable compensation therefor, for which Escrowholder shall be
reimbursed 50% by ALLTEL and 50% by Optionor.
<PAGE>
6
3.10 Termination of Duties; Successor. Escrowholder's
responsibilities as Escrowholder hereunder shall terminate if (i) Escrowholder
shall resign by (30) days' written notice to Optionor and ALLTEL, (ii) Optionor
and ALLTEL jointly agree to terminate Escrowholder and appoint Escrowholder's
successor or (iii) Escrowholder dies or is otherwise unable to continue to
discharge its duties hereunder. In the event of Escrowholder's termination as
Escrowholder by resignation, death or by otherwise becoming unable to perform,
the successor shall be the successor corporate secretary of Eclipsys or another
corporate officer designated by the Chief Executive Officer, or if no such
officer is appointed, the Chief Executive Officer. Upon Escrowholder's receipt
of notice of any such appointment of Escrowholder's successor, all documents,
shares and other property then in Escrowholder's possession pursuant to this
Agreement shall be delivered to such successor.
3.11 Further Instruments. If Escrowholder reasonably requires
other or further instruments in connection with this Agreement or obligations in
respect hereto, the necessary parties hereto shall join in furnishing such
instruments.
3.12 Conflicting Notices; Disputes. If Escrowholder receives a
notice from ALLTEL that ALLTEL is exercising any of ALLTEL's rights hereunder,
Escrowholder shall first complete all action required with respect to the notice
before taking action with respect to any subsequently received notice which in
any way conflicts with the prior notice. It is understood and agreed that should
any dispute arise with respect to the delivery or ownership or right of
possession of the Option Shares and/or the Distribution and Auxiliary Securities
with respect thereto, and any other property held by Escrowholder hereunder,
Escrowholder is authorized and directed to retain in its possession without
liability to anyone all or any part of such securities and such other property
until such dispute shall have been settled either by mutual written agreement of
the parties concerned or in accordance with Section 4, but Escrowholder shall be
under no duty whatsoever to institute or defend any such proceedings as required
by Section 4.
3.13 Voting of Shares. For so long as the Option Shares and
any other voting securities of Eclipsys shall be held by the Escrowholder,
Optionor shall be entitled to vote the Option Shares and such securities in all
matters presented to the stockholders of Eclipsys and shall be entitled to
exercise all other rights as a stockholder of Eclipsys with respect to such
securities.
3.14 Conversion of Option Shares. Notwithstanding anything to
the contrary set forth in this Agreement, the Optionor and ALLTEL agree that (a)
the Optionor shall be entitled to convert the Option Shares into shares of
Common Stock and (b) in the event of such conversion, the shares of Common Stock
issued to the Optionor upon such conversion shall be deemed Option Shares under
this Agreement and shall be subject to ALLTEL's Option in accordance with this
Agreement.
<PAGE>
7
4. Dispute Resolution.
4.1 Dispute Resolution Procedures. In the event that a dispute
arises between ALLTEL, Eclipsys, and Optionor with respect to the terms and
conditions of this Agreement, or any subject matter governed by this Agreement,
such dispute shall be settled as set forth in this Section 4. At the time that
any dispute is resolved, if the dispute involves an amount of money, interest at
a rate equal to the prime rate per annum as announced from time to time by
Boatmen's National Bank of Arkansas plus 1 percent shall be paid to the party
entitled to receive the disputed amounts to compensate for the lapsed time
between the date such disputed amount originally was to have been paid (or was
paid) through the date amounts are paid (or credited) in settlement of the
dispute.
4.2 Claims Procedures. If either ALLTEL, Eclipsys, or Optionor
shall have any dispute with respect to the terms and conditions of this
Agreement or any subject matter referred to in or governed by this Agreement,
such party shall provide written notice to the other party in the form of a
claim identifying the issue or amount disputed and including a detailed reason
for such claim. The party against whom the claim is made shall respond in
writing within 30 days from the date of receipt of the notice of such claim. The
party filing the claim shall have an additional 30 days after the receipt of the
response to either accept the resolution offered by the other party or request
implementation of the procedures set forth in Section 4.3 (the "Escalation
Procedures"). Failure to meet the time limitations set forth in this Section 4.2
may result in the implementation of the Escalation Procedures.
4.3 Escalation Procedure.
(a) Each of ALLTEL, Eclipsys and Optionor agrees to
negotiate, in good faith, any claim or dispute that has not been satisfactorily
resolved following the claim resolution procedures described in Section 4.2. To
this end, each party agrees to escalate any and all disputes or claims in
accordance with Section 4.3(b) before taking further action.
(b) If the negotiations conducted pursuant to Section
4.2 do not result in a resolution of the underlying dispute or claim to the
satisfaction of a party involved in such negotiations, then either party may
notify the other in writing that it desires to elevate the dispute or claim to
the President of ALLTEL and the Chairman and Chief Executive Officer, or
equivalent thereof, of Optionor or Eclipsys for resolution. Upon receipt by the
other party of such written notice, the dispute or claim shall be so elevated
and the President of ALLTEL and the Chairman and Chief Executive Officer, or
equivalent thereof, of Optionor or Eclipsys shall negotiate in good faith and
each use its reasonable best efforts to resolve such dispute or claim. The
location, format, frequency, duration and conclusion of these elevated
discussions shall be left to the discretion of the representatives involved.
Upon mutual agreement, the representatives may utilize other alternative dispute
resolution procedures to assist in the negotiations. Discussions and
correspondence among the
<PAGE>
8
representatives for purposes of these negotiations shall be treated as
confidential information developed for purposes of settlement, exempt from
discovery and production, which shall not be admissible in subsequent
proceedings between the parties. Documents identified in or provided with such
communications, which are not prepared for purposes of the negotiations, are not
so exempted and may, if otherwise admissible, be admitted in evidence in such
subsequent proceeding.
4.4 Arbitration Procedures.
(a) In the event that a claim, controversy or dispute
between the parties with respect to the terms and conditions of this Agreement,
or any subject matter governed by this Agreement, which is subject to
arbitration hereunder and which has not been resolved by use of the claims
procedure described in Section 4.2 or the Escalation Procedures described in
Section 4.3(b), either party may, within 30 days after the representatives have
met to address such claim, controversy or dispute, request binding arbitration
with respect thereto in accordance with the following procedures.
(b) Either party may request arbitration by giving
the other involved party written notice to such effect, which notice shall
describe, in reasonable detail, the nature of dispute, controversy or claim.
Such arbitration shall be governed by the Commercial Arbitration Rules of the
American Arbitration Association, 1939 Rhode Island Avenue, N.W., Suite 509,
Washington, D.C. 20036 ("AAA"), as amended by this Agreement.
(c) Upon either party's request for arbitration, an
arbitrator shall be selected by mutual agreement of the parties to hear the
dispute in accordance with AAA rules. If the parties are unable to agree upon an
arbitrator then either party may request that the AAA select an arbitrator and
such arbitrator shall hear the dispute in accordance with AAA rules. For
disputes amounting to $10,000,000 or more or in connection with property with a
fair market value of $10,000,000 or more, a panel of three arbitrators shall be
selected to hear the dispute. In such case, each party shall select one
arbitrator who shall be unaffiliated with such party, and the two arbitrators
shall select a third arbitrator. If the two arbitrators are unable to agree upon
a third arbitrator, the AAA shall select the third arbitrator. In the case of a
three arbitrator panel, the decision of a majority of the arbitrators shall
control. The arbitration shall be held in Atlanta, Georgia, at such location as
may be mutually acceptable to the parties.
(d) Each of the parties shall bear its own fees,
costs and expenses of the arbitration and its own legal expenses, attorneys'
fees and costs of all experts and witnesses. Unless the award provides
otherwise, the fees and expenses of the arbitration procedures, including the
fees of the arbitrator or arbitrators, will be shared equally by the involved
parties.
<PAGE>
9
(e) Any award rendered pursuant to such arbitration
shall be final, conclusive and binding upon the parties, and any judgment
thereon may be entered and enforced in any court of competent jurisdiction.
(f) No claims to be resolved under this Section 4 may
be made more than six months after the date by which the fault or failure should
reasonably have been discovered and failure to make such a claim within the six
month period shall forever bar the claim.
(g) Each of ALLTEL, Eclipsys and Optionor shall
continue to perform its obligations under this Agreement during the period of
any dispute and the resolution thereof pursuant to this Section 4.
5. Representations, Warranties and Covenants of Optionor and Eclipsys.
5.1 Ownership of Option Shares; No Conflicts. Optionor
represents and warrants as of this date and as of any Closing Date, and
covenants for the period beginning on this date and ending on the Termination
Date of this Agreement, that except for the required waivers of compliance with
provisions contained in Section 16.2(b) of the Amended and Restated Stockholders
Agreement, dated January 24, 1997 (the "Eclipsys Stockholders Agreement"), among
Eclipsys, GAP 38, GAP 28, GAP Coinvestment, Partners HealthCare System, Inc.,
Harvey J. Wilson, Wilfam, ALLTEL, First Union, BT, Brean Murray, Manolovici, St.
Paul and Karmanos, (i) Optionor owns its respective Option Shares and will
continue to own such Option Shares until the Termination Date; (ii) Optionor has
and will have the right to enter into this Agreement, and to transfer to ALLTEL
all or any part of Optionor's respective Option Shares, Distributions and
Auxiliary Securities, in each case, free and clear of any lien, claim,
encumbrance or restriction of any type or nature whatsoever (other than
restrictions on resale that may arise under applicable federal and state
securities laws); (iii) Optionor's respective Option Shares, Distributions and
Auxiliary Securities are not and will not be subject to any right of first
refusal, right of repurchase or any similar right granted to, or retained by,
Eclipsys, any stockholder of Eclipsys or any other person; and (iv) there is no
provision of any existing agreement, and Optionor will not enter into an
agreement, by which Optionor is or would be bound (or to which Optionor is or
would become subject) that conflicts or would conflict with this Agreement or
the performance of Optionor's obligations under this Agreement other than any
such conflicts that have been waived. Optionor and Eclipsys will endeavor to
obtain any waivers or consents required under Section 16.2(b) of the Eclipsys
Stockholders Agreement, and any other documents or agreements, that may be
necessary to effect this Agreement, but in any case Optionor will indemnify
ALLTEL for any failure to receive such waivers or consents, including the sale
of additional shares if necessary so that ALLTEL receives the full benefit of
this Agreement.
5.2 Authorization; No Contravention. Each of Optionor and
Eclipsys represents and warrants (severally and not jointly in all cases in
which they
<PAGE>
10
are making representative hereunder) that as of this date and as of the Closing
Date the execution, delivery and performance by Optionor of this Agreement and
the transactions contemplated hereby (a) have been duly authorized by all
necessary action of Optionor and Eclipsys; (b) do not contravene the terms of
any organizational documents, or any amendment thereof, of the Optionor or
Eclipsys; (c) do not violate, conflict with or result in any breach or
contravention of, or the creation of any lien under, any contractual obligation
of Optionor or Eclipsys, except for the Eclipsys Stockholders Agreement, or any
requirement of law applicable to Optionor or Eclipsys; and (d) do not violate
any judgment, injunction, writ, award, decree or order of any nature
(collectively, "Orders") of any governmental authority against, or binding upon,
Optionor or Eclipsys. Except for the Eclipsys Stockholders Agreement, Optionor
and Eclipsys have not previously entered into any contractual obligation which
is currently in effect or by which Optionor or Eclipsys are currently bound,
granting any rights to any person which are in conflict with the rights to be
granted by Optionor or Eclipsys in this Agreement.
5.3 Governmental Authorization; Third Party Consents. Each of
Optionor and Eclipsys represents and warrants that as of this date and as of the
Closing Date other than those required under Section 16 of the Securities
Exchange Act of 1934, as amended, and Rule 144 promulgated under the Securities
Act of 1933, as amended (the "Act"), if applicable, no approval, consent,
compliance, exemption, authorization or other action by, or notice to, or filing
with, any govern mental authority or any other person in respect of any
requirement of law, and no lapse of a waiting period under a requirement of law,
is necessary or required in connection with the execution, delivery or
performance by, or enforcement against, Optionor and Eclipsys of this Agreement
or the transactions contemplated hereby.
5.4 Binding Effect. Each of Optionor and Eclipsys represents
and warrants that as of this date this Agreement and as of the Closing Date has
been duly executed and delivered by it and constitutes its legal, valid and
binding obligations enforceable against it in accordance with their terms,
except as enforceability may be limited by applicable bankruptcy, insolvency,
reorganization, fraudulent conveyance or transfer, moratorium or similar laws
affecting the enforcement of creditors' rights generally and by general
principles of equity relating to enforceability (regardless of whether
considered in a proceeding at law or in equity).
5.5 Litigation. Each of Optionor and Eclipsys represents and
warrants that as of this date and as of the Closing Date there are no legal
actions, suits, proceedings, claims, complaints, disputes or investigations
pending or, to the knowledge of Optionor and Eclipsys, threatened, at law, in
equity, in arbitration or before any governmental authority against Optionor or
Eclipsys which would, if adversely determined, have a material adverse effect on
the ability of Optionor or Eclipsys to perform its obligations under this
Agreement. No Order has been issued by any court or other governmental authority
against Optionor or Eclipsys purporting to enjoin or restrain the execution,
delivery or performance of this Agreement.
<PAGE>
11
5.6 Notice of Exercise of Warrants. Eclipsys shall provide
written notice to ALLTEL of any exercise of the Warrants as described in Section
1.3 above within 30 days of such exercise and of the termination date of the
Warrants as described in Section 1.3 above within 30 days of such termination.
5.7 Further Assurances. Upon the reasonable request of
Escrowholder, Eclipsys or ALLTEL, Optionor will prepare, execute and deliver any
further instruments and do any further acts that may be necessary to carry out
more effectively the purpose of this Agreement.
6. Representations and Covenants of ALLTEL.
6.1 Investment Representations. ALLTEL represents, and shall
confirm such representations on any Closing Date, that:
(a) the securities are being acquired (i) for
ALLTEL's own account, not for the account of any other person and (ii) for
investment and not with a view to distribution or resale except in compliance
with applicable laws regulating securities;
(b) ALLTEL is capable of evaluating the merits and
risks of its investment in the securities and the amount of such investment is
within ALLTEL's risk capital means;
(c) ALLTEL understands and acknowledges that an
investment in Eclipsys as represented by the Option Shares is highly speculative
in nature and is subject to a high degree of risk of loss in whole or in part;
(d) ALLTEL understands and acknowledges that it must
bear the economic risk of investment for an indefinite period of time because
the transfer to ALLTEL of the Option Shares and the Distribution and Auxiliary
Securities has not been registered under the Act, and the Option Shares and the
Distributions and Auxiliary Securities cannot be transferred by ALLTEL unless
such transfer is registered under the Act or registration is not required in
connection with such transfer.
7. Miscellaneous.
7.1 Amendment. This Agreement may only be amended by a writing
signed by Optionor and ALLTEL, and where applicable, by Eclipsys and/or
Escrowholder.
7.2 Transfer of Option and Option Shares. The sale, transfer,
assignment, hypothecation or other disposition by ALLTEL of this Agreement, the
Option or the Option Shares, Distributions or Auxiliary Securities are subject
to (a) applicable restrictions on transfer thereof under federal and state
securities laws
<PAGE>
12
and (b) the Eclipsys Stockholders Agreement. Except as permitted by the Eclipsys
Shareholders Agreement, any attempt by any party to this Agreement to assign
this Agreement, any Option Shares, Distributions or Auxiliary Securities and any
levy of execution, attachment, or similar process on such securities or property
shall be null and void. Subject to the foregoing, this Agreement shall be
binding on and inure to the benefit of the successors and assigns of Optionor.
7.3 Entire Agreement; Controlling Document. This Agreement
constitutes the entire agreement of the parties with respect to the subject
matter hereof and supersedes any and all prior negotiations, correspondence and
understandings between the parties with respect to the subject matter hereof,
whether oral or in writing.
7.4 Governing Law, Consent to Jurisdiction. This Agreement
shall be governed by and construed in accordance with the laws of the State of
Delaware applicable to contracts entered into by Delaware residents and to be
performed wholly in the State of Delaware. Each party hereto hereby agrees that
any action which, in whole or in part, in any way arises under this Agreement
shall be brought in the Delaware Court or the United States District Court for
the District of Delaware. Each party hereby submits to the exclusive
jurisdiction and venue of such Courts for purposes of any such action and agrees
that any notice, document or complaint in any such action may be served on it by
delivery in the manner provided for the delivery of notices under this
Agreement.
7.5 Notices. All notices and other communications under this
Agreement shall be in writing, shall be effective when received, and shall in
any event be deemed to have been received on the date of delivery if delivered
personally or by telecopier; on the third business day after the business day of
deposit with the U.S. Postal Service for delivery by first class mail,
registered or certified, postage prepaid; or on the first business day after the
business day of deposit with Federal Express or similar courier for overnight
delivery, freight prepaid; in each such case, addressed as follows (until any
such address is changed by notice duly given):
To Optionor at the address set forth on Schedule 2.
To ALLTEL at: ALLTEL Information Services, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas 72212
Attention: President
with a copy to General Counsel
To Eclipsys at: Eclipsys Corporation
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
<PAGE>
13
To Escrowholder at: Eclipsys Corporation
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
7.6 Counterparts. This Agreement may be executed in two or
more counterparts, each of which shall be deemed an original, but all of which
together shall constitute one and the same instrument.
7.7 Severability. If any provision of this Agreement shall be
determined to be invalid or unenforceable, the remainder shall be valid and
enforceable to the maximum extent possible.
7.8 Headings. The section headings used in this Agreement are
intended principally for convenience and shall not by themselves determine the
rights and obligations of the parties to this Agreement.
7.9 Delay and Waiver. No delay on the part of any party in
exercising any right under this Agreement shall operate as a waiver of such
right. The waiver by any party of any other term or condition of this Agreement
shall not be construed as a waiver of a subsequent breach or failure of the same
term or condition or a waiver of any other term or condition contained in this
Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement the
day and year first above written.
GAP COINVESTMENT PARTNERS, L.P.
By:
Name:
Title:
ALLTEL INFORMATION SERVICES, INC.
By:
Name:
Title:
<PAGE>
14
ECLIPSYS CORPORATION
(solely with respect to Sections 1.3, 2.2, 3.2,
3.4 and 4.2)
By:
Name:
Title:
ROBERT VANARIA
as Senior Vice President of Administration,
Chief Financial Officer and Treasurer of
Eclipsys Corporation
as Escrowholder
(solely with respect to Section 3 hereof)
<PAGE>
Schedule 1
GAP Coinvestment Partners, L.P.
Number of Shares of Series D
Convertible Preferred Stock Stock Certificate
--------------------------- -----------------
10,463 D-2
<PAGE>
Schedule 2
Optionor Percentage Address
- -------- ---------- -------
General Atlantic Partners 38, L.P. 58.14108 c/o General Atlantic Service
Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
GAP Coinvestment Partners, L.P. 10.09912 c/o General Atlantic Service
Corporation
3 Pickwick Plaza
Greenwich, Connecticut 06830
Wilfam Ltd. 31.759803 969 South Ocean Boulevard
(guaranteed by Harvey J. Wilson) _________ Delray Beach, Florida 33483
100.000%
<PAGE>
Exhibit A
Warrant Exercise Notice
[Date]
ALLTEL Information Services, Inc.
4001 Rodney Parham Road
Little Rock, Arkansas 72212
Attn: President
This is to inform you that on [date] First Union Corporation ("First
Union") exercised its rights under the Warrant, dated January 24, 1997, numbered
1, granted by Eclipsys Corporation to First Union, to purchase __________ shares
of Non-Voting Common Stock, par value $.01,
and/or
on [date] BT Investment Partners, Inc. ("BT") exercised its rights
under the Warrant, dated January 24, 1997, numbered 2, granted by Eclipsys
Corporation to BT, to purchase __________ shares of Non-Voting Common Stock, par
value $.01.
By virtue of the above-mentioned Warrant exercise, you are hereby
notified that you may exercise your rights under the Eclipsys Option Agreements,
dated as of March 13, 1998.
ECLIPSYS CORPORATION
By:
Name:
Title:
<PAGE>
Exhibit B
Option Exercise Notice
[Date]
Eclipsys Corporation
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
Attn: Corporate Secretary
1. Exercise of Option. Effective as of the above date, the undersigned
hereby exercises its option to purchase ___________ shares of Series D
Convertible Preferred Stock, par value $.01 per share, of Eclipsys Corporation
("Eclipsys") pursuant to the Eclipsys Option Agreement, dated as of March 13,
1998 between GAP Coinvestment Partners, L.P. ("Optionor") and ALLTEL Information
Services, Inc. (the "Agreement"). The exercise price per share is $.01 for an
aggregate purchase price of $__________.
2. Closing Date. The Closing Date shall be _________, as specified by
the undersigned, which date is not less than 30 days from the date of this
Option Exercise Notice.
3. Delivery of Payment. The undersigned shall deliver by check or wire
transfer the above aggregate purchase price to Optionor and provide a
confirmation of such transfer on the Closing Date.
4. Confirmation of Exercise of Warrants. The undersigned confirms that
it has received notice of the exercise of the Warrants (as defined in the
above-mentioned Agreement).
5. Delivery of Certificates. You are instructed to deliver the
Certificates to the undersigned as required by the Agreement on the Closing
Date.
Submitted by: Accepted by:
ALLTEL Information Services, Inc. Steven L. Kinderman
as Escrowholder
By:
Title:
<PAGE>
EXHIBIT C
STOCK POWER
FOR VALUE RECEIVED and pursuant to the Eclipsys Option Agreement, dated
as of March 13, 1998 the undersigned hereby sells, assigns and transfers unto
__________________ (________) shares, par value $.01 per share, of Series D
Convertible Preferred Stock of Eclipsys Corporation, a Delaware corporation,
standing in the undersigned's name on the books of said corporation represented
by certificate number _____ delivered herewith, and does hereby irrevocably
constitute and appoint ___________ as attorney-in-fact, with full power of
substitution, to transfer said stock on the books of said corporation.
Dated: _______________, 19__
--------------------------
(Signature)
--------------------------
(Type or Print Name)
--------------------------
(Spouse's Signature, if any)
--------------------------
(Type of Print Name)
This Stock Power was executed in conjunction with the terms of an Option
Agreement between the above assignor and ALLTEL Information Services, Inc.,
dated as of March 13, 1998, and may be utilized only in connection with the
terms of such agreement.
INSTRUCTION: PLEASE DO NOT FILL IN ANY BLANKS OTHER THAN THE SIGNATURE LINE.
