<PAGE>
Registration No. 333 - _______
As filed with the Securities and Exchange Commission on May 17, 2000
================================================================================
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 of (I.R.S. Employer
incorporation or organization) Identification Number)
2401 Commerce Drive (847) 680-3515
Libertyville, Illinois 60048 (Telephone number, including
(Address, including zip code, of area code, of registrant's
Registrant's principal executive offices) 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
Allscripts, Inc.
2401 Commerce Drive
Libertyville, Illinois 60048
(847) 680-3515
(Name, address, including zip code and telephone number, including area code, of
agent for service)
Copy to:
Jeffrey Schumacher
Sachnoff & Weaver, Ltd
30 S. Wacker Drive
Suite 2900
Chicago, Illinois, 60606
<TABLE>
<CAPTION>
CALCULATION OF REGISTRATION FEE
- -----------------------------------------------------------------------------------------------------------------
Title of each class Amount to be Proposed maximum Proposed maximum Amount of
of securities to be registered(1) offering price per aggregate offering registration fee(2)
registered share(2) price(2)
- -----------------------------------------------------------------------------------------------------------------
<S> <C> <C> <C> <C>
Common Stock, par 3,000,000 $35.875 $107,625,000 $28,413
value $.01 per share
- -----------------------------------------------------------------------------------------------------------------
</TABLE>
(1) This Registration Statement includes any additional shares of the
registrant's Common Stock that may be issued pursuant to antidilution
provisions contained in the plan.
(2) Pursuant to Rule 457(h), the registration fee was computed on the basis of
the average of the high and low prices of the registrant's Common Stock on
May 11, 2000.
<PAGE>
PART II
INFORMATION REQUIRED IN THE
REGISTRATION STATEMENT
The contents of the Form S-8 Registration Statement under the Securities
Act of 1933, File No. 333-90129, which was filed with the Commission on November
1, 1999 is incorporated by reference in this S-8 Registration Statement.
2
<PAGE>
SIGNATURES
The Registrant. Pursuant to the requirements of the Securities Act of
1933, 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 the 15th day
of May, 2000.
Allscripts, Inc.
By: /s/ Glen E. Tullman
-------------------------------
Glen E. Tullman,
Chairman and Chief Executive Officer
3
<PAGE>
POWER OF ATTORNEY
Know all men by these presents, that each person whose signature appears
below constitutes and appoints Glen E. Tullman and David B. Mullen, and each of
them singly, his true and lawful attorneys-in-fact and agents, with full power
of substitution and resubstitution, for him and in his name, place and stead, in
any and all capacities (including his capacity as a director and/or officer of
Allscripts, Inc.) to sign any and all amendments (including post-effective
amendments) to this Registration Statement, and to file the same, with all
exhibits thereto, and other documents in connection therewith, with the
Securities and Exchange Commission, granting unto said 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 and about the
premises, as fully to all intents and purposes as he might or could do in
person, hereby ratifying and confirming all that said attorney-in-fact and
agents or any of them, or their or his substitute or substitutes, may lawfully
do or cause to be done by virtue thereof.
IN WITNESS WHEREOF, the undersigned have executed this power of attorney on
the dates set forth below.
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ Glen E. Tullman
- -------------------------
Glen E. Tullman Chairman and May 15, 2000
Chief Executive Officer
(Principal Executive Officer)
/s/ David B. Mullen
- -------------------------
David B. Mullen President, Chief Financial Officer May 15, 2000
and Director
(Principal Financial Officer)
/s/ John G. Cull
- -------------------------
John G. Cull Senior Vice President, Finance, May 15, 2000
Treasurer and Secretary
(Principal Accounting Officer)
/s/ Philip D. Green
- -------------------------
Philip D. Green Director May 15, 2000
</TABLE>
4
<PAGE>
<TABLE>
<CAPTION>
SIGNATURE TITLE DATE
--------- ----- ----
<S> <C> <C>
/s/ M. Fazle Husain
- -------------------------
M. Fazle Husain Director May 15, 2000
/s/ Michael J. Kluger
- -------------------------
Michael J. Kluger Director May 15, 2000
/s/ Edward M. Philip
- -------------------------
Edward M. Philip Director May 15, 2000
/s/ L. Ben Lytle
- -------------------------
L. Ben Lytle Director May 15, 2000
/s/ Gary Stein
- -------------------------
Gary Stein Director May 15, 2000
</TABLE>
5
<PAGE>
EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
Number Description of Exhibit
- ------ ----------------------
<S> <C>
4.1 Certificate of Incorporation of Allscripts, Inc./1/
4.2 By Laws of Allscripts, Inc./1/
5 Opinion of Sachnoff & Weaver, Ltd.
23.1 Consent of PricewaterhouseCoopers LLP
23.2 Consent of Sachnoff & Weaver, Ltd. (included in Exhibit 5)
24 Powers of Attorney (contained on the signature page hereto)
</TABLE>
- -------------------
/1/ Incorporated herein by reference from the Company's quarterly report on Form
10-Q for the quarter ended June 30, 1999.
6
<PAGE>
Exhibit 5
[LETTERHEAD OF SACHNOFF & WEAVER, LTD.]
May 15, 2000
Allscripts, Inc.
2401 Commerce Drive
Libertyville, Illinois 60048
Re: Registration Statement on Form S-8
Allscripts, Inc. Amended and Restated 1993 Stock Incentive Plan
Gentlemen:
We have acted as counsel for Allscripts, Inc. (the "Company") in connection
with the Registration Statement on Form S-8 filed by the Company with the
Securities and Exchange Commission to effect the registration, pursuant to the
Securities Act of 1933, of 3,000,000 shares of common stock, $0.01 par value
(the "Common Stock"), which may be offered by the Company under the above-
referenced plan (the "Plan").
In connection with this opinion, we have relied as to matters of fact,
without investigation, upon certificates of public officials and others and upon
affidavits, certificates and statements of directors, officers and employees of,
and the accountants for, the Company. We also have examined originals or
copies, certified or otherwise identified to our satisfaction, of such corporate
and other instruments, documents and records as we have deemed relevant and
necessary to examine for the purpose of this opinion, including the Plan. In
addition, we have reviewed such questions of law as we have considered necessary
and appropriate for the purposes of this opinion.
We have assumed the accuracy and completeness of all documents and records
that we have reviewed, the genuineness of all signatures, the due authority of
the parties signing such documents, the authenticity of all documents submitted
to us as originals, the conformity to original documents of all the documents
submitted to us as certified or photostatic copies and the authenticity of the
originals of such latter documents.
Based upon and subject to the foregoing, we advise you that, in our
opinion, the shares of Common Stock proposed to be offered by the Company as set
forth in the Registration Statement have been duly authorized for issuance and,
when issued and sold in accordance with the Allscripts, Inc. Amended and
Restated 1993 Stock Incentive Plan referred to in the Registration Statement,
such shares will be validly issued, fully paid and nonassessable.
7
<PAGE>
We hereby consent to the filing of this opinion as an exhibit to the
above-referenced Registration Statement. In giving this consent, we do not
hereby admit that we are in the category of persons whose consent is required
under Section 7 of the Securities Act of 1933 or the rules and regulations of
the Securities and Exchange Commission.
We express no opinions as to matters under or involving any laws other than
the federal laws of the United States of America and the General Corporation Law
of the State of Delaware.
Very truly yours,
/s/ SACHNOFF & WEAVER, LTD.
SACHNOFF & WEAVER, LTD.
8
<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 reports dated February 17, 2000 relating to the
financial statements and financial statement schedule of Allscripts, Inc.,
which appear in Allscripts, Inc.'s Annual Report on Form 10-K for the year ended
December 31, 1999.
/s/ PricewaterhouseCoopers LLP
PricewaterhouseCoopers LLP
Chicago, Illinois
May 17, 2000
