<PAGE>
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM 8-K
Current Report Pursuant
to Section l3 or l5(d) of the
Securities Exchange Act of l934
Date of report (date of earliest event reported): May 17, 2000
Allscripts, Inc.
----------------
(Exact Name of Registrant as Specified in Its Charter)
Delaware
--------
(State or Other Jurisdiction of Incorporation)
000-26537 36-3444974
--------- ----------
(Commission File Number) (IRS Employer Identification No.)
2401 Commerce Drive, Libertyville, Illinois 60048
------------------------------------------- -----
(Address of Principal Executive Offices) (Zip Code)
(847) 680-3515
--------------
(Registrant's Telephone Number, Including Area Code)
None
----
(Former Name or Former Address, if Changed Since Last Report)
<PAGE>
Item 2. Acquisition or Disposition of Assets.
On April 12, 2000, Allscripts, Inc., a Delaware corporation ("Allscripts"),
WebDoc Acquisition Corp., a Washington corporation and wholly-owned subsidiary
of Allscripts ("WebDoc"), Medifor, Inc., a Washington corporation ("Medifor"),
and certain shareholders of Medifor entered into an Agreement and Plan of Merger
(the "Plan of Merger") which sets forth the terms and conditions under which
WebDoc would be merged with and into Medifor (the "Merger"). The Merger was
consummated and became effective on May 17, 2000.
Pursuant to the terms of the Plan of Merger, on the effective date of the
Merger, each holder of outstanding shares of Medifor common stock and preferred
stock (collectively, the "Medifor Stock"), received shares of Allscripts common
stock, $.01 par value per share (the "Allscripts Stock"). Each holder of
Medifor Stock, who would otherwise have been entitled to receive a fraction of a
share of Allscripts Stock in accordance with the Plan of Merger, received cash
in lieu thereof. On the effective date of the Merger, Allscripts issued an
aggregate of 935,903 shares of Allscripts Stock to Medifor shareholders. The
source of cash used by Allscripts to complete the Merger was cash on hand.
Pursuant to the terms of the Plan of Merger, on the effective date of the
Merger, each of the outstanding options to purchase shares of Medifor Stock
previously granted under the stock option plan of Medifor was canceled and
extinguished and converted into or replaced by substituted options pursuant to
which the optionee has the right to purchase shares of Allscripts Stock.
Medifor is engaged in the business of publishing clinical software designed
to allow physicians to disseminate to their patients customized medical
instructions, illustrations and personalized education materials at the point-
of-care and over the Internet. Medifor also publishes clinical reference CD-Rom
products. Allscripts determined the amount of the consideration paid for
Medifor based on its determination of the value of Medifor to Allscripts.
Allscripts will account for the Merger as a purchase.
Allscripts and the shareholders of Medifor also entered into a Registration
Rights Agreement, which provides for the registration of certain shares of
Allscripts issued as a result of the Merger.
The description of the transaction set forth above is qualified in its
entirety by reference to the Plan of Merger and other documents referred to
herein.
2
<PAGE>
Item 7. Financial Statements and Exhibits.
(a) Financial Statements of business to be acquired
It is impracticable for Allscripts, Inc. to file the required
financial statements as of the date hereof. The required financial statements
shall be filed by Allscripts, Inc. as soon as practicable, but in no event shall
such financial statements be filed later than 60 days after the due date of this
Form 8-K.
(b) Pro forma financial information
It is impracticable for Allscripts, Inc. to file the required pro
forma financial information as of the date hereof. The required pro forma
financial information shall be filed by Allscripts, Inc. as soon as practicable,
but in no event shall such pro forma financial information be filed later than
60 days after the due date of this Form 8-K.
(c) Exhibits
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger, dated as of April 12, 2000, among
Allscripts, Inc., WebDoc Acquisition Corp., Medifor, Inc. and
certain shareholders of Medifor, Inc., together with a list of
exhibits and schedules thereto. Such exhibits and schedules are
not filed, but the registrant undertakes to furnish a copy of any
such exhibit or schedule to the Securities and Exchange
Commission upon request.
4.1 Registration Rights Agreement, dated as of May 17, 2000, by and
among Allscripts, Inc. and certain shareholders of Medifor, Inc.
3
<PAGE>
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 hereunto duly authorized.
ALLSCRIPTS, INC.
Date: May 30, 2000 By: /s/ David B. Mullen
---------------------------------------------
David B. Mullen, President
4
