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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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FORM 8-A
FOR REGISTRATION OF CERTAIN CLASSES OF SECURITIES
PURSUANT TO SECTION 12(b) OR 12(g) OF THE
SECURITIES EXCHANGE ACT OF 1934
ECLIPSYS CORPORATION
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(Exact Name of Registrant as Specified in Its Charter)
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Delaware 65-0632092
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(State of Incorporation or Organization) (IRS Employer Identification no.)
777 East Atlantic Avenue, Suite 200
Delray Beach, Florida 33483
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(Address of Principal Executive Offices) (Zip Code)
(561) 243-1440
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(Telephone Number of Registrant)
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If this form relates to the registration of a class of securities pursuant to
Section 12(b) of the Exchange Act and is effective pursuant to General
Instruction A.(c), please check the following box: [X]
If this form relates to the registration of a class of securities pursuant to
Section 12(g) of the Exchange Act and is effective pursuant to General
Instruction A.(d), please check the following box: [ ]
Securities Act registration statement file number to which this form relates:
Not applicable
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Securities to be registered pursuant to Section
12(b) of the Act:
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(Title of Class)
Title of Each Class Name of Each Exchange on Which
to be so Registered Each Class is to be Registered
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Preferred Stock Purchase Rights NASDAQ National Market
Securities to be registered pursuant to Section 12(g) of the Act: None
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ITEM 1. DESCRIPTION OF REGISTRANT'S SECURITIES TO BE REGISTERED.
On July 26, 2000, the Board of Directors of Eclipsys Corporation (the
"Company") declared a dividend of one Right for each outstanding share of the
Company's Common Stock to stockholders of record at the close of business on
August 9, 2000 (the "Record Date"). Each Right entitles the registered holder to
purchase from the Company one one-thousandth of a share of Series A Junior
Participating Preferred Stock, $.01 par value per share (the "Preferred Stock"),
at a Purchase Price of $65.00 in cash, subject to adjustment. The description
and terms of the Rights are set forth in a Rights Agreement dated as of July 26,
2000 (the "Rights Agreement") between the Company and Fleet National Bank, as
Rights Agent.
Initially, the Rights will be attached to all Common Stock certificates
representing shares then outstanding, and no separate Rights Certificates will
be distributed. The Rights will separate from the Common Stock and a
"Distribution Date" will occur upon the earlier of (i) 10 business days (or such
later date as may be determined by the Board of Directors of the Company)
following the later of (a) the first date of a public announcement that a person
or group of affiliated or associated persons (other than exempt persons) (an
"Acquiring Person") has acquired, or obtained the right to acquire, beneficial
ownership of 15% or more of the outstanding shares of Common Stock or (b) the
first date on which an executive officer of the Company has actual knowledge
that an Acquiring Person has become such (the "Stock Acquisition Date"), or (ii)
10 business days (or such later date as may be determined by the Board of
Directors of the Company) following the commencement of a tender offer or
exchange offer that would result in a person or group (other than an exempt
person) beneficially owning 15% or more of such outstanding shares of Common
Stock. Exempt persons are General Atlantic Partners, LLC, its officers and
directors, and any person directly or indirectly controlled by General Atlantic
Partners, LLC. Until the Distribution Date (or earlier redemption or expiration
of the Rights), (i) the Rights will be evidenced by the Common Stock
certificates and will be transferred with and only with such Common Stock
certificates, (ii) new Common Stock certificates issued after the Record Date
will contain a notation incorporating the Rights Agreement by reference and
(iii) the surrender for transfer of any certificates for Common Stock
outstanding, even without such notation, will also constitute the transfer of
the Rights associated with the Common Stock represented by such certificate.
The Rights are not exercisable until the Distribution Date and will
expire upon the close of business on July 26, 2010 (the "Final Expiration Date")
unless earlier redeemed or exchanged as described below. As soon as practicable
after the Distribution Date, separate Rights Certificates will be mailed to
holders of record of the Common Stock as of the close of business on the
Distribution Date and, thereafter, the separate Rights Certificates alone will
represent the Rights. Except as otherwise determined by the Board of Directors,
and except for shares of Common Stock issued upon exercise, conversion or
exchange of then outstanding options, convertible or exchangeable securities or
other contingent obligations to issue shares, only shares of Common Stock issued
prior to the Distribution Date will be issued with Rights.
In the event that any Person becomes an Acquiring Person, other than
pursuant to a Permitted Offer (as defined in the Rights Agreement), then, proper
provision shall be made so that each holder of a Right shall thereafter have the
right to receive, upon exercise, that number of shares of Common Stock of the
Company (or, in certain circumstances, cash, property or other
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securities of the Company) which equals the exercise price of the Right divided
by 50% of the current market price (as defined in the Rights Agreement) per
share of Common Stock at the date of the occurrence of such event. This event is
referred to as a "Section 11(a)(ii) Event." However, Rights are not exercisable
until such time as the Rights are no longer redeemable by the Company as
described below. In addition, Rights that are, or (under certain circumstances
specified in the Rights Agreement) were, beneficially owned by any Acquiring
Person will be null and void.
In the event that, at any time after any Person becomes an Acquiring
Person, (i) the Company is consolidated with, or merged with and into, another
entity and the Company is not the surviving entity of such consolidation or
merger (other than a consolidation or merger which follows a Permitted Offer) or
if the Company is the surviving entity, but shares of its outstanding Common
Stock are changed or exchanged for stock or securities (of any other person) or
cash or any other property, or (ii) 50% or more of the Company's assets or
earning power is sold or transferred, each holder of a Right (except Rights
which previously have been voided as set forth above) shall thereafter have the
right to receive, upon exercise, that number of shares of common stock of the
acquiring company which equals the exercise price of the Right divided by 50% of
the current market price of such common stock at the date of the occurrence of
the event. The events summarized in this paragraph are referred to as "Section
13 Events." A Section 11(a)(ii) Event and Section 13 Events are collectively
referred to as "Triggering Events."
At any time after the occurrence of a Section 11(a)(ii) Event, subject to
certain conditions, the Board of Directors of the Company may exchange the
Rights (other than Rights owned by such Acquiring Person which have become
void), in whole or in part, at an exchange ratio of one share of Common Stock,
or one one-thousandth of a share of Preferred Stock (or of a share of a class or
series of the Company's preferred stock having equivalent rights, preferences
and privileges), per Right (subject to adjustment).
The Purchase Price payable, and the number of units of Preferred Stock or
other securities or property issuable, upon exercise of the Rights are subject
to adjustment from time to time to prevent dilution (i) in the event of a stock
dividend on, or a subdivision, combination or reclassification of, the Preferred
Stock, (ii) if holders of the Preferred Stock are granted certain rights or
warrants to subscribe for Preferred Stock or convertible securities at less than
the then-current market price of the Preferred Stock, or (iii) upon the
distribution to holders of the Preferred Stock of evidences of indebtedness or
assets (excluding regular periodic cash dividends paid out of earnings or
retained earnings) or of subscription rights or warrants (other than those
referred to above). The number of Rights associated with each share of Common
Stock is also subject to adjustment in the event of a stock split of the Common
Stock or a stock dividend on the Common Stock payable in Common Stock or
subdivisions, consolidations or combinations of the Common Stock occurring, in
any such case, prior to the Distribution Date.
With certain exceptions, no adjustment in the Purchase Price will be
required until cumulative adjustments amount to at least 1% of the Purchase
Price. No fractional shares of Preferred Stock (other than fractions which are
integral multiples of one one-thousandth of a share of Preferred Stock) will be
issued and, in lieu thereof, an adjustment in cash will be made based on the
market price of the Preferred Stock on the last trading date prior to the date
of exercise.
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Preferred Stock purchasable upon exercise of the Rights will not be
redeemable. Each share of Preferred Stock will be entitled to receive, when, as
and if declared by the Board of Directors, a minimum preferential quarterly
dividend payment of $10 per share or, if greater, an aggregate dividend of 1,000
times the dividend declared per share of Common Stock. In the event of
liquidation, the holders of the Preferred Stock will be entitled to a minimum
preferential liquidation payment of $1,000 per share and will be entitled to an
aggregate payment of 1,000 times the payment made per share of Common Stock.
Each share of Preferred Stock will have 1,000 votes, voting together with the
Common Stock. In the event of any merger, consolidation or other transaction in
which Common Stock is changed or exchanged, each share of Preferred Stock will
be entitled to receive 1,000 times the amount received per share of Common
Stock. These rights are protected by customary antidilution provisions. Because
of the nature of the Preferred Stock's dividend, liquidation and voting rights,
the value of one one-thousandth of a share of Preferred Stock purchasable upon
exercise of each Right should approximate the value of one share of Common
Stock.
At any time prior to the earlier of (i) the tenth Business Day (or such
later date as may be determined by the Board of Directors of the Company) after
the Stock Acquisition Date, or (ii) the Final Expiration Date, the Company may
redeem the Rights in whole, but not in part, at a price of $.001 per Right (the
"Redemption Price"), payable in cash or stock. Immediately upon the action of
the Board of Directors ordering redemption of the Rights, the Rights will
terminate and the only right of the holders of Rights will be to receive the
Redemption Price. The Rights may also be redeemable following certain other
circumstances specified in the Rights Agreement.
Until a Right is exercised, the holder thereof, as such, will have no
rights as a stockholder of the Company, including, without limitation, the right
to vote or to receive dividends. While the distribution of the Rights will not
be taxable to stockholders or to the Company, stockholders may, depending upon
the circumstances, recognize taxable income in the event that the Rights become
exercisable for Common Stock (or other consideration) of the Company or for
common stock of the acquiring company as set forth above.
Subject to certain exceptions, any of the provisions of the Rights
Agreement may be amended by the Board prior to such time as the Rights are no
longer redeemable.
As of August 3, 2000 there were 36,737,108 shares of Common Stock
issued and outstanding, and 12,000,000 shares reserved for issuance pursuant to
employee benefit plans. As long as the Rights are attached to the Common Stock,
the Corporation will issue one Right with each new share of Common Stock so that
all such shares will have Rights attached. The Corporation's Board of Directors
has reserved 100,000 shares of Preferred Stock for issuance upon exercise of the
Rights.
The Rights have certain anti-takeover effects. The Rights may cause
substantial dilution to a person or group that attempts to acquire the Company
in a manner or on terms not approved by the Board of Directors. The Rights,
however, should not deter any prospective offeror willing to negotiate in good
faith with the Board of Directors nor should the Rights interfere with any
merger or business combination approved by the Board.
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A copy of the Rights Agreement is attached hereto as Exhibit 1 and is
incorporated herein by reference. A copy of the Rights Agreement is available
free of charge from the Company. The foregoing description of the Rights does
not purport to be complete and is qualified in its entirety by reference to the
text of the Rights Agreement.
ITEM 2. EXHIBITS
1. Rights Agreement dated as of July 26, 2000 between Eclipsys
Corporation and Fleet National Bank as Rights Agent, which
includes as Exhibit A, the form of Certificate of Designation, as
Exhibit B, the form of Rights Certificate, and as Exhibit C, the
Summary of Rights to Purchase Preferred Stock.
2. Press Release, dated June 26, 2000.
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SIGNATURE
Pursuant to the requirements of Section 12 of the Securities Exchange Act
of 1934, the registrant has duly caused this registration statement to be signed
on its behalf by the undersigned, thereto duly authorized.
ECLIPSYS CORPORATON
Date: August 8, 2000 /s/ T. JACK RISENHOOVER, II
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T. Jack Risenhoover, II
Senior Vice President,
Secretary and General Counsel
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EXHIBIT INDEX
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EXHIBIT
NO. DESCRIPTION
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1. Form of Rights Agreement dated as of July 26, 2000
between Eclipsys Corporation and Fleet National Bank
as rights agent, which includes as Exhibit A, the
form of Certificate of Designation, as Exhibit B, the
form of Rights Certificate, and as Exhibit C, the
Summary of Rights to Purchase Preferred Stock.
2. Press Release, dated June 26, 2000.
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