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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): MAY 24, 2000
COMMISSION FILE NUMBER: 000-24539
ECLIPSYS CORPORATION
(Exact name of registrant as specified in its charter)
DELAWARE 65-0632092
(State of Incorporation) (IRS Employer Identification
Number)
777 East Atlantic Avenue
Suite 200
Delray Beach, Florida
33483
(Address of principal executive offices)
(561)-243-1440
(Telephone number of registrant)
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ITEM 5. OTHER EVENTS
On May 24, 2000, Eclipsys Corporation (the "Company") entered into a
Termination Agreement with Neoforma.com, Inc. ("Neoforma"), HEALTHvision, Inc.
("HEALTHvision"), NeoIII Acquisition Corp. ("Merger Sub"), VHA Inc., Novation,
LLC, University HealthSystem Consortium and Healthcare Purchasing Partners
International, LLC (the "Termination Agreement"), attached as Exhibit 99.1. The
Termination Agreement provides, among other things, for the termination of the
Agreement and Plan of Merger, dated March 30, 2000, by and among the Company,
Neoforma and Merger Sub (the "Merger Agreement") and the termination of the
Agreement and Plan of Merger, dated March 30, 2000, by and between Neoforma and
HEALTHvision (the "HEALTHvision Merger Agreement"). In addition, the Company
issued two press releases on May 25, 2000, attached hereto as Exhibits 99.2 and
99.3.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) EXHIBITS
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Termination Agreement, dated May 24, 2000, by and among Eclipsys
Corporation, Neoforma.com, Inc., NeoIII Acquisition Corp.
HEALTHvision, Inc., VHA Inc., Novation LLC, University HealthSystem
Consortium and Healthcare Purchasing Partners International, LLC.
99.2 Press Release dated May 25, 2000.
99.3 Press Release dated May 25, 2000.
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
ECLIPSYS CORPORATON
Date: May 30, 2000 /s/ Gregory L. Wilson
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Gregory L. Wilson
Senior Vice President, Chief Financial
Officer and Treasurer
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ECLIPSYS CORPORATION
EXHIBIT INDEX
EXHIBIT
NO. DESCRIPTION
------- -----------
99.1 Termination Agreement, dated May 24, 2000, by and among Eclipsys
Corporation, Neoforma.com, Inc., NeoIII Acquisition Corp.
HEALTHvision, Inc., VHA Inc., Novation LLC, University HealthSystem
Consortium and Healthcare Purchasing Partners International, LLC.
99.2 Press Release dated May 25, 2000.
99.3 Press Release dated May 25, 2000.
