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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of
the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 29, 1998
ECLIPSYS CORPORATION
(Exact Name of Registrant as Specified in its Charter)
Delaware
(State or Other Jurisdiction of Incorporation)
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000-24539 65-0632092
(Commission File Number) (IRS Employer Identification No.)
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777 East Atlantic Avenue
Suite 200
Delray Beach, Florida
33483
(Address of principal executive offices)
(561) 243-1440
(Registrant's Telephone Number, Including Area Code)
Not Applicable
(Former Name or Address, if Changed Since Last Report)
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ITEM 5. OTHER EVENTS
Eclipsys Corporation (the "Company") is filing this Current Report on
Form 8-K for the purpose of filing with the Securities and Exchange Commission
as an exhibit hereto the Company's press release dated October 29, 1998,
announcing the signing by the Company of an agreement to acquire Transition
Systems, Inc. ("TSI"), a Massachusetts corporation, by merging TSI with and
into Exercise Acquisition Corp., a Massachusetts corporation and a wholly-owned
subsidiary of the Company.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND EXHIBITS
(a) Financial Statements of Business Acquired.
None.
(b) Pro Forma Financial Information.
None.
(c) Exhibits.
(99) Press Release dated October 29, 1998.
The exhibits listed in the Exhibit Index filed as part of this
report are filed as part of or are included in this report.
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SIGNATURE
Pursuant to the requirements of the Securities and Exchange Act of
1934, the registrant has duly caused this report to be signed on its behalf by
the undersigned hereunto duly authorized.
Date: October 30, 1998 ECLIPSYS CORPORATION
By: /s/ Robert J. Vanaria
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Robert J. Vanaria
Chief Financial Officer
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EXHIBIT INDEX
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EXHIBIT NO. Description
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99 Press Release
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Exhibit 99
ECLIPSYS SIGNS DEFINITIVE AGREEMENT TO ACQUIRE TRANSITION SYSTEMS Oct.
29, 1998 Eclipsys Corporation (Nasdaq:ECLP), a leading provider of
outcomes-focused healthcare information technology solutions, today announced
it has signed a definitive agreement to acquire Transition Systems, Inc. (TSI,
Nasdaq:TSIX), the leading provider of healthcare outcomes-enhancement software
and services.
Prior to signing the definitive agreement with Eclipsys, TSI signed a
separate definitive agreement to complete its acquisition of HealthVISION, a
Santa Rosa, CA-based leading developer of integrated but separable clinical
modules for healthcare providers.
Under the terms of the agreement, each share of TSI's common stock
will be converted using a fixed exchange rate of .525 shares of Eclipsys'
common stock, with no collar. Based on Eclipsys' closing price yesterday of $25
7/8, the transaction is valued at approximately $270 million. The acquisition,
which is subject to regulatory as well as Eclipsys and TSI stockholder
approval, will be accounted for as a pooling of interests and is anticipated to
close by the end of January 1999. The Eclipsys Board of Directors will be
expanded from seven to nine members, with TSI Board of Directors members
receiving the two additional seats. Robert F. Raco, TSI President and CEO, and
Patrick T. Hackett, Managing Director, E.M. Warburg, Pincus & Co., LLC., will
fill these seats, subject to Eclipsys shareholder approval, upon closing of the
transaction.
"The acquisition of Transition Systems will enable Eclipsys to build
on our accomplishments to date as "The Outcomes Company"[tm] and take a
dramatic leap forward in helping our customers balance and improve their
integrated clinical, financial and customer-satisfaction outcomes," said
Eclipsys President and CEO Harvey J. Wilson. "TSI has a well-deserved
reputation in our industry as the leading provider of management information
products, and its product suite will strongly complement the Eclipsys product
line. The HealthVISION clinical modules will be embedded in and inter-operate
with Eclipsys' Sunrise[tm] clinical suite. The acquisition is a strategic fit
and is expected to be accretive in 1999."
Wilson noted that "Without a commitment to integrated outcomes, the
true potential of information technology (IT) to positively affect healthcare
cost and quality cannot be fully realized. Decisions and actions throughout the
healthcare delivery organization must be made by balancing their clinical,
financial and patient-satisfaction impact. Thus, to be truly effective,
information technology must also be focused on providing a full range of
outcomes-focused information, particularly at the point of decision. That focus
on improving outcomes, which requires process integration through data
integration, is what sets Eclipsys apart in the marketplace and is the very
reason the company was founded."
Raco stated that "We and the HealthVISION team are excited to become a
part
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of Eclipsys. Eclipsys continues to expand its presence as an HIT industry
leader committed to helping customers improve outcomes. The companies and
product lines are an excellent complement to one another. We look forward to
bringing the benefits of our combined organizations to our TSI and HealthVISION
customers and continuing to support their needs now and into the future."
Eclipsys Corporation is a Delray Beach, FL-based healthcare
information-technology company providing integrated information software and
service solutions to the healthcare industry, partnering with its customers to
help them improve clinical, administrative and financial outcomes. The
company's new Sunrise product line is a multi-tiered, browser-enabled suite of
rules-oriented applications that provide real-time clinical decision support
and emphasize direct physician knowledge-based order entry. Sunrise also
supports managed care and multi-entity processing for IHN integrated combined
business offices(CBOs). Products can be purchased in combination to provide an
enterprise-wide solution or individually to address specific needs. Eclipsys
also provides a wide range of outsourcing, remote processing and networking
services to meet the information-technology needs of its customers.
Transition Systems, Inc., based in Boston, provides leading-edge
management information technology to hospitals, integrated health networks,
physician groups, HMOs and other healthcare organizations. Spanning the
information needs of today's healthcare enterprise, TSI offers data-integration
services that deliver information to the point of decision in real time,
enterprise master person identifier solutions (EMPI), disease-management
products and a clinical data repository, as well as integrated financial
clinical and patient-satisfaction decision support. More than 1,000 healthcare
organizations in the United States and abroad use TSI's software to improve the
clinical and financial performance of their organization.
For more information, contact Eclipsys at
[email protected], (561) 266-2324, or TSI at [email protected],
(617) 723-4222.
Statements in this news release concerning future results, performance
or expectations are forward-looking statements. Because such statements
involve risks and uncertainties, actual results may differ materially from
those expressed or implied by such forward-looking statements. These risks
include risks relating to integration of the combined businesses and their
products, uncertainties regarding future financial results and other risks
described in the filings of Eclipsys or TSI with the Securities and Exchange
Commission. Product and company names in this news release are trademarks or
registered trademarks of their respective companies.
