<PAGE>
As Filed With the Securities and Exchange Commission on October 13, 1999.
Registration No. 333-78431
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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
---------------
POST-EFFECTIVE
AMENDMENT NO. 1
to
FORM S-1
REGISTRATION STATEMENT
Under
The Securities Act of 1933
----------------
Allscripts, Inc.
(Exact name of registrant as specified in its charter)
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<S> <C> <C>
Delaware 5122 36-3444974
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification No.)
</TABLE>
2401 Commerce Drive
Libertyville, Illinois 60048
(847) 680-3515
(Address, including zip code, and telephone number, including
area code, of registrant's principal executive office)
-------------
Glen E. Tullman
Chairman and Chief Executive Officer
2401 Commerce Drive
Libertyville, Illinois 60048
(847) 680-3515
(Name, address, including zip code, and telephone number,
including area code, of agent for service)
Copies to:
Joseph H. Greenberg Mitchell L. Hollins
Gardner, Carton & Douglas Sonnenschein Nath & Rosenthal
321 North Clark Street, Suite 2900 8000 Sears Tower
Chicago, Illinois 60610 Chicago, Illinois 60606
(312) 644-3000 (312) 876-8000
Approximate date of commencement of proposed sale to the public: As soon as
practicable after the effective date of this Registration Statement.
If any of the securities being registered on this form are to be offered on a
delayed or continuous basis pursuant to Rule 415 under the Securities Act of
1933, check the following box. [_]
If this form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(c) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [_]
If this form is a post-effective amendment filed pursuant to Rule 462(d) under
the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [X] File No. 333-78431.
If delivery of the prospectus is expected to be made pursuant to Rule 434,
please check the following box. [_]
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EXPLANATORY NOTE
This post-effective Amendment No. 1 to the Registration Statement is being
filed pursuant to Rule 462(d) under the Securities Act for the sole purpose of
amending a certain exhibit previously filed with the Registration Statement and,
accordingly, shall become effective immediately upon filing with the Securities
and Exchange Commission.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
registrant has duly caused this Registration Statement to be signed on its
behalf by the undersigned, thereunto duly authorized, in the City of
Libertyville and State of Illinois on the 12th day of October, 1999.
ALLSCRIPTS, INC.
(Registrant)
/s/ David B. Mullen
--------------------
David B. Mullen
President and Chief Financial Officer
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Registration Statement has been signed by the following persons in the
capacities indicated on the 12th day of October, 1999.
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<CAPTION>
Signature Title
- --------- ------
<S> <C>
* Chairman and Chief Executive Officer
- ---------------------------------------- (Principal Executive Officer)
Glen E. Tullman
/s/ David B. Mullen
- ---------------------------------------- President, Chief Financial Officer and Director
David B. Mullen (Principal Financial Officer)
*
- ---------------------------------------- Senior Vice President, Finance, Treasurer and Secretary
John G. Cull (Principal Accounting Officer)
* Director
- ----------------------------------------
Philip D. Green
* Director
- ----------------------------------------
M. Fazle Husain
* Director
- ----------------------------------------
Michael J. Kluger
* Director
- ----------------------------------------
L. Ben Lytle
Director
- ----------------------------------------
Edward M. Philip
* Director
- ----------------------------------------
Gary Stein
/s/ David B. Mullen
- ----------------------------------------
David B. Mullen, as attorney-in-fact
pursuant to power of attorney granted
in Registration Statement No. 333-78431
filed on May 14, 1999
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S-1
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INDEX TO EXHIBITS
Exhibit Description
- ------- -----------
1.1* Form of Underwriting Agreement
2.1***** Form of Plan of Merger between the Registrant and Allscripts,
Inc., an Illinois corporation
3.1***** Form of Certificate of Incorporation
3.2*** Form of By-laws
5.1***** Opinion of Gardner, Carton & Douglas
10.1*** Amended and Restated 1993 Stock Incentive Plan
10.2** Asset Purchase Agreement, dated as of March 19, 1999, by and
among the Registrant, PharmaCare Management Services, Inc.,
PharmaCare Direct, Inc. and ProCare Pharmacy, Inc.
10.3*** Twelfth Restated Registration Agreement dated as of June 18,
1999, by and among the Registrant, those Holders of the
Registrant's Series A Preferred, Series B Preferred, Series C
Preferred, Series D Preferred, Series F Preferred and Series G
Preferred listed in Schedule I attached thereto, the Holders of
the Extension Guaranty Warrants listed in Schedule II thereto,
the Holders of the 1996 Extension Guaranty Warrants listed in
Schedule II thereto, those Holders of Common listed in Schedule
III thereto, the Holders of Series H Warrants and H Unit Common
listed in Schedule IV thereto, the Holders of Extension Series H
Warrants listed in Schedule IV thereto, the Holders of I Unit
Common listed in Schedule V thereto and the Holders of Debenture
Warrants listed in Schedule VI thereto.
10.4* Industrial Building Lease dated April 30, 1997 between G2 Limited
Partnership and the Registrant.
10.5* Lease Agreement between American National Bank and Trust Company
of Chicago, as Trustee, and the Registrant dated September 1996.
10.6* Employment Agreement effective August 1, 1997 between the
Registrant and Glen E. Tullman.
10.7* Employment Agreement effective August 1, 1997 between the
Registrant and David B. Mullen.
10.8* Employment Agreement effective September 2, 1997 between the
Registrant and Steven M. Katz.
10.9* Agreement dated May 1, 1995 between the Registrant and John G.
Cull.
10.10* Form of TouchScript Master License Agreement
10.11*** Revolving Credit Agreement dated as of April 16, 1998 and amended
as of May 6, 1998 by and between Allscripts, Inc. and LaSalle
National Bank.
10.12++**** Supply Agreement dated August 27, 1998 between McKesson U.S.
Health Care and the Registrant.
10.13* Form of Series H Warrant
10.14* Form of Extension Guaranty Warrant
10.15* Form of 1996 Extension Guaranty Warrant
10.16* Form of Debenture Warrant
10.17* Form of Series H Extension Warrant
10.18***** Asset Purchase Agreement dated June 30, 1999 by and among the
Registrant and Shopping@Home, Inc., Glen Tullman, Lee Shapiro,
Stanley Crane and Joseph E. Carey.
23.1****** Consent of PricewaterhouseCoopers LLP
23.2***** Consent of Gardner, Carton & Douglas (included in Exhibit 5.1)
23.3*** Consent of Edward M. Philip
24.1* Powers of Attorney (included on signature page)
27.1 Financial Data Schedule
- ---------------
* Filed on May 14, 1999 as part of this Registration Statement.
** Filed on June 7, 1999 as part of this Registration Statement.
*** Filed on June 29, 1999 as part of this Registration Statement.
**** Filed on July 7, 1999 as part of this Registration Statement.
***** Filed on July 20, 1999 as part of this Registration Statement.
****** Filed on July 23, 1999 as part of this Registration Statement.
++ Confidential treatment requested as to a portion of this exhibit.
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<PAGE>
<ARTICLE> 5
<LEGEND> This schedule contains summary financial information extracted from the
consolidated financial statements of Allscripts, Inc. as of and for the year
ended December 31, 1998 and from the condensed consolidated financial statements
of Allscripts, Inc. as of and for the three months ended March 31, 1999 and is
qualified in its entirety by reference to such financial statements.
</LEGEND>
<MULTIPLIER> 1,000
<S> <C> <C>
<PERIOD-TYPE> YEAR 3-MOS
<FISCAL-YEAR-END> DEC-31-1998 DEC-31-1999
<PERIOD-START> JAN-01-1998 JAN-01-1999
<PERIOD-END> DEC-31-1998 MAR-31-1999
<CASH> 718 8,023
<SECURITIES> 0 0
<RECEIVABLES> 14,048 13,922
<ALLOWANCES> 4,523 4,532
<INVENTORY> 2,905 2,396
<CURRENT-ASSETS> 13,378 19,978
<PP&E> 6,639 6,047
<DEPRECIATION> 4,855 4,507
<TOTAL-ASSETS> 18,920 22,528
<CURRENT-LIABILITIES> 13,107 15,261
<BONDS> 59 59
32,547 33,246
8,719 8,719
<COMMON> 84 88
<OTHER-SE> (35,595) (34,845)
<TOTAL-LIABILITY-AND-EQUITY> 18,920 22,528
<SALES> 23,682 6,028
<TOTAL-REVENUES> 23,682 6,028
<CGS> 17,320 4,565
<TOTAL-COSTS> 17,320 4,565
<OTHER-EXPENSES> 13,460 3,643
<LOSS-PROVISION> 0 0
<INTEREST-EXPENSE> 596 109
<INCOME-PRETAX> (7,694) (2,289)
<INCOME-TAX> 0 0
<INCOME-CONTINUING> (7,964) (2,289)
<DISCONTINUED> 970 26
<EXTRAORDINARY> (790) 3,547
<CHANGES> 0 0
<NET-INCOME> (7,514) 1,284
<EPS-BASIC> (1.63) 0.07
<EPS-DILUTED> (1.63) 0.07
</TABLE>
