<PAGE>
As filed with the Securities and Exchange Commission on November 1, 1999
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
______________________
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
ALLSCRIPTS, INC.
(Exact name of registrant as specified in its charter)
Delaware 36-3444974
(State or other jurisdiction (I.R.S. Employer
of incorporation or organization) Identification No.)
2401 Commerce Drive
Libertyville, Illinois 60048
Telephone: (847) 680-3515
(Address, including zip code, telephone number, including area code, of
registrant's principal executive offices)
ALLSCRIPTS, INC. AMENDED AND RESTATED
1993 STOCK INCENTIVE PLAN
(Full title of the plan)
Glen E. Tullman
Chairman and Chief Executive Officer
2401 Commerce Drive
Libertyville, Illinois 60048
Telephone: (847) 680-3515
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
Copy to:
Joseph H. Greenberg, Esq.
Gardner, Carton & Douglas
321 North Clark Street, Suite 2900
Chicago, Illinois 60610
CALCULATION OF REGISTRATION FEE
<TABLE>
<CAPTION>
- --------------------------------------------------------------------------------------------------------------------------
Title of Securities Amount to be Proposed Maximum Proposed Maximum Amount of
to be Registered Registered Offering Price Per Share Aggregate Offering Price Registration Fee
---------------- ---------- ------------------------ ------------------------ ----------------
<S> <C> <C> <C> <C>
Common Stock (par value $0.01
per share)
- Reserved and not subject to 1,018,014 (1) $12.84375 (2) $13,075,117 $3,635
options outstanding under the
Stock Incentive Plan
- Issuable pursuant to 2,402,983 (1) $ 2.7513 (3) $ 6,611,327 $1,838
options outstanding under the
Stock Incentive Plan
$5,473
======
- --------------------------------------------------------------------------------------------------------------------------
</TABLE>
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(1) Together with an indeterminable number of additional shares in order to
adjust the number of shares reserved for issuance pursuant to the Plan as
the result of a stock split, stock dividend or similar transaction
affecting the common stock, pursuant to 17 C.F.R. (S) 230.416.
(2) Estimated in accordance with Rule 457(c) and (h)(1), the proposed maximum
offering price per share, proposed maximum aggregate offering price and the
amount of the registration fee are based upon the average of the high and
low prices reported on the Nasdaq National Market on October 27, 1999.
(3) Estimated in accordance with Rule 457(h) solely for the purpose of
calculating the registration fee on the basis of the weighted average
exercise price per share.
<PAGE>
ALLSCRIPTS, INC.
REGISTRATION STATEMENT ON FORM S-8
PART II
Item 3. Incorporation of Documents by Reference.
There are hereby incorporated by reference into this Registration Statement
the following documents and information heretofore filed with the Securities and
Exchange Commission (the "Commission") by the Registrant:
1. Prospectus filed on July 26, 1999 pursuant to Rule 424(b) promulgated
under the Securities Act of 1933, as amended (the "Securities Act");
2. Quarterly Report on Form 10-Q for the quarter ended June 30, 1999; and
3. The description of Registrant's Common Stock contained in the
Registrant's Registration Statement on Form 8-A (Registration No.
000-26537) filed with the Commission on June 29, 1999 registering such
shares pursuant to Section 12 of the Securities Exchange Act of 1934,
as amended (the "Exchange Act"), including any amendment or report
filed for the purpose of updating such description.
In addition, each document filed by the Registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act after the date hereof, and prior
to the filing of a post-effective amendment that indicates that all securities
offered hereunder have been sold or that deregisters all securities then
remaining unsold under this Registration Statement, shall be deemed to be
incorporated by reference herein and to be part hereof from the date of filing
of such documents.
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Not applicable.
Item 6. Indemnification of Directors and Officers.
The Registrant's Certificate of Incorporation and By-laws provide that the
Registrant shall, subject to certain limitations, indemnify its directors and
officers against expenses (including attorneys' fees, judgments, fines and
certain settlements) actually and reasonably incurred by them in connection with
any suit or proceeding to which they are a party so long as they acted in good
faith and in a manner reasonably believed to be in or not opposed to the best
interests of the corporation, and, with respect to a criminal action or
proceeding, so long as they had no reasonable cause to believe their conduct to
have been unlawful.
Section 102 of the Delaware General Corporation Law ("DGCL") permits a
Delaware corporation to include in its certificate of incorporation a provision
eliminating or limiting a director's liability to a corporation or its
stockholders for monetary damages for breaches of fiduciary duty. The enabling
statute provides, however, that liability for breaches of the duty of loyalty,
acts or omissions not in good faith or involving intentional misconduct, or
knowing violation of the law, and the unlawful purchase or redemption of stock
or payment of unlawful dividends or the receipt of improper personal benefits
cannot be eliminated or limited in this manner. The Registrant's Certificate of
Incorporation includes a provision that eliminates, to the fullest extent
permitted, director liability for monetary damages for breaches of fiduciary
duty.
The Registrant has purchased directors and officers liability insurance,
which provides coverage against liabilities. In addition, some of the
Registrant's directors are indemnified against liabilities that they may incur
in their capacities as directors by third parties with which they are
affiliated.
II-1
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Item 7. Exemption from Registration Claimed.
Certain unregistered securities were issued by the Registrant pursuant to
the Amended and Restated 1993 Stock Incentive Plan prior to the effective date
of this Registration Statement. These securities were issued in reliance upon
an exemption from registration provided by Rule 701 promulgated under the
Securities Act or by Section 4(2) of the Securities Act. All of these
securities were issued to persons who were at such time employees, directors or
consultants of the Registrant and who were in possession of sufficient
information to make an informed investment decision.
Item 8. Index to Exhibits.
See Index to Exhibits.
Item 9. Undertakings.
(a) The undersigned Registrant hereby undertakes:
(1) To file during any period in which offers or sales are being made,
a post-effective amendment to this Registration Statement:
(i) to include any prospectus required by Section 10(a)(3) of
the Securities Act of 1933;
(ii) to reflect in the prospectus any facts or events arising
after the effective date of the Registration Statement (or the most
recent post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth
in the Registration Statement;
(iii) to include any material information with respect to the
plan of distribution not previously disclosed in the Registration
Statement or any material change to such information in the
Registration Statement;
Provided, however, that paragraphs (a)(1)(i) and (a)(1)(ii) do not
apply if the information required to be included in a post-effective
amendment by those paragraphs is contained in periodic reports filed with
or furnished to the Commission by the Registrant pursuant to Section 13 or
Section 15(d) of the Exchange Act that are incorporated by reference in
this Registration Statement.
(2) That, for the purpose of determining any liability under the
Securities Act of 1933, each such post-effective amendment shall be deemed
to be a new registration statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed
to be the initial bona fide offering thereof.
(3) To remove from registration by means of a post-effective amendment
any of the securities being registered which remain unsold at the
termination of the offering.
(b) The Registrant hereby undertakes that, for purposes of determining
liability under the Securities Act of 1933, each filing of the Registrant's
annual report pursuant to Section 13(a) or Section 15(d) of the Exchange Act
that is incorporated by reference in this Registration Statement shall be deemed
to be a new registration statement relating to the securities offered herein,
and the offering of such securities at that time shall be deemed to be the
initial bona fide offering thereof.
(c) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the provisions described in Item 6 of this
Registration Statement, or otherwise, the Registrant has been advised that in
the opinion of the Commission such indemnification is against public policy as
expressed in the Act and is, therefore, unenforceable. In the event that a
claim for indemnification against such liabilities (other than the payment by
the Registrant of expenses incurred or paid by a director, officer or
controlling person of the Registrant in the successful defense of any section,
suit or proceeding) is asserted by such director, officer or controlling person
in connection with the securities being registered, the Registrant will, unless
in the opinion of its counsel the matter has been settled by controlling
precedent, submit to a court of appropriate jurisdiction the question whether
such indemnification by it is against public policy as expressed in the Act and
will be governed by the final adjudication of such issue.
II-2
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant certifies that it has reasonable grounds to believe that it meets all
of the requirements for filing on Form S-8 and has duly caused this Registration
Statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in the City of Libertyville, State of Illinois, on this 28th day of
October, 1999.
ALLSCRIPTS, INC.
By: /s/ Glen E. Tullman
---------------------------------------
Glen E. Tullman
Chairman and Chief Executive Officer
POWER OF ATTORNEY
KNOW ALL PERSONS BY THESE PRESENT, that each of the undersigned hereby
constitutes and appoints, jointly and severally, Glen E. Tullman and David B.
Mullen, or either of them (with full power to each of them to act alone), as his
true and lawful attorneys-in-fact and agents, each with full power of
substitution and resubstitution, for him and on his behalf to sign, execute and
file this Registration Statement and all amendments (including, without
limitation, post-effective amendments) to this Registration Statement, and to
file the same, with all exhibits thereto and any documents required to be filed
with respect therewith, with the Securities and Exchange Commission or any
regulatory authority, granting unto such attorneys-in-fact and agents, and each
of them, full power and authority to do and perform each and every act and thing
requisite and necessary to be done in connection therewith and about the
premises in order to effectuate the same as fully to all intents and purposes as
he might or could do if personally present, hereby ratifying and confirming all
that such attorneys-in-fact and agents, or any of them, or his or their
substitute or substitutes, may lawfully do or cause to be done.
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 this 28th day of October, 1999.
<TABLE>
<CAPTION>
Signatures Title
- ---------- -----
<S> <C>
/s/ Glen E. Tullman Chairman and Chief Executive Officer
- ------------------------------ (Principal Executive Officer)
Glen E. Tullman
/s/ David B. Mullen President, Chief Financial Officer and Director
- ------------------------------ (Principal Financial Officer)
David B. Mullen
/s/ John G. Cull Senior Vice President, Finance, Treasurer and Secretary
- ------------------------------ (Principal Accounting Officer)
John G. Cull
/s/ Philip D. Green Director
- ------------------------------
Philip D. Green
/s/ M. Fazle Husain Director
- ------------------------------
M. Fazle Husain
/s/ Michael J. Kluger Director
- ------------------------------
Michael J. Kluger
/s/ Edward M. Philip Director
- ------------------------------
Edward M. Philip
/s/ L. Ben Lytle Director
- ------------------------------
L. Ben Lytle
/s/ Gary Stein Director
- ------------------------------
Gary Stein
</TABLE>
S-1
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Index to Exhibits
Exhibit Number Description of Document
- -------------- -----------------------
5.1 Opinion of Gardner, Carton & Douglas regarding legality of
securities
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Gardner, Carton & Douglas (included in Exhibit
5.1)
24.1 Powers of Attorney (included on signature page)
E-1
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EXHIBIT 5.1
-----------
GARDNER, CARTON & DOUGLAS
Suite 3400 - Quaker Tower
321 North Clark Street
Chicago, Illinois 60610-4795
(312) 644-3000
October 28, 1999
Allscripts, Inc.
2401 Commerce Drive
Libertyville, IL 60048
Re: Registration Statement on Form S-8
----------------------------------
Ladies and Gentlemen:
We have acted as counsel to Allscripts, Inc., a Delaware corporation (the
"Corporation"), in connection with the filing of a Registration Statement on
Form S-8 by the Corporation under the Securities Act of 1933, as amended (the
"Registration Statement"), which Registration Statement registers (i) 1,018,014
shares of Common Stock of the Corporation, par value $.01 per share (the "Common
Stock"), reserved for issuance upon the exercise of options issuable to eligible
employees of the Corporation pursuant to the Allscripts, Inc. Amended and
Restated 1993 Stock Incentive Plan (the "Plan") and (ii) 2,402,983 shares of
Common Stock reserved for issuance upon the exercise of currently outstanding
options granted to employees of the Corporation pursuant to the Plan. In that
capacity, we have reviewed the Certificate of Incorporation and By-laws of the
Corporation, both as amended to date, the Registration Statement, the Plan, the
originals or copies of corporate records reflecting the corporate action taken
by the Corporation in connection with the approval of the Plan and the issuance
of the Common Stock under the Plan and such other instruments as we have deemed
necessary for the issuance of this opinion.
Based upon the foregoing, we are of the opinion that the Common Stock to be
offered under the Plan has been duly authorized by all requisite action on the
part of the Corporation and, when issued in accordance with the terms and
conditions of the Plan, will be legally issued, fully paid and non-assessable.
We consent to the filing of this opinion as an exhibit to the Registration
Statement. In giving this consent, we do not admit that we are within the
category of persons whose consent is required by Section 7 of the Securities Act
of 1933, as amended.
Very truly yours,
/s/ GARDNER, CARTON & DOUGLAS
<PAGE>
EXHIBIT 23.1
------------
Consent of Independent Accountants
We hereby consent to the incorporation by reference in this Registration
Statement on Form S-8 of our report dated May 12, 1999, except for the
information in Note 22, for which the date is June 18, 1999, relating to the
financial statements which appears on page F-2 of Allscripts, Inc.'s
Registration Statement on Form S-1 (File No. 333-78431). We also consent to the
incorporation by reference of our report dated May 12, 1999 relating to the
financial statement schedule which appears on page FS-1 of such Registration
Statement.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
October 28, 1999
