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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
___________
SCHEDULE 13D
(Rule 13d-101)
INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-l(a) AND AMENDMENTS THERETO FILED PURSUANT
TO RULE 13d-2(a)
(Amendment No. ___________)/1/
Allscripts, Inc.
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(Name of Issuer)
Common Stock, par value $.01 per share
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(Title of Class of Securities)
019886 10 0
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(CUSIP Number)
Pamela Pure, Channelhealth Incorporated,
25 Green Mountain Drive, Burlington, VT 05403
(802) 951-2418
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(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)
July 13, 2000
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(Date of Event Which Requires Filing of This Statement)
If the filing person has previously filed a statement on Schedule 13G to
report the acquisition that is the subject of this Schedule 13D, and is filing
this schedule because of Rule 13d-1(e), 13d-1(f) or 13d-1(g), check the
following box.
Note. Schedules filed in paper format shall include a signed original
and five copies of the schedule, including all exhibits. See Rule 13d-7(b)
for other parties to whom copies are to be sent.
(Continued on following pages)
(Page 1 of 9)
___________________________
/1/ The remainder of this cover page shall be filled out for a reporting
person's initial filing on this form with respect to the subject class of
securities, and for any subsequent amendment containing information which would
alter disclosures provided in a prior cover page.
The information required on the remainder of this cover page shall not be deemed
to be "filed" for the purpose of Section 18 of the Securities Exchange Act of
1934 or otherwise subject to the liabilities of that section of the Act but
shall be subject to all other provisions of the Act (however, see the Notes).
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CUSIP NO. 019886100 13D Page 2 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
Channelhealth Incorporated
03-0362965
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 5,400,527
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
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11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,527
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12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
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13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
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14. TYPE OF REPORTING PERSON
CO
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*SEE INSTRUCTIONS BEFORE FILLING OUT!
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CUSIP NO. 019886100 13D Page 3 of 9 Pages
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1. NAMES OF REPORTING PERSONS
I.R.S. IDENTIFICATION NOS. OF ABOVE PERSONS (ENTITIES ONLY).
IDX Systems Corporation
03-0222230
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2. CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
(a) [_]
(b) [X]
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3. SEC USE ONLY
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4. SOURCE OF FUNDS*
OO
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5. CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT
TO ITEM 2(d) or 2(e)
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6. CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
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7. SOLE VOTING POWER
NUMBER OF 5,400,527
SHARES -----------------------------------------------------------
8. SHARED VOTING POWER
BENEFICIALLY
0
OWNED BY
-----------------------------------------------------------
EACH 9. SOLE DISPOSITIVE POWER
REPORTING 0
PERSON -----------------------------------------------------------
10. SHARED DISPOSITIVE POWER
WITH
0
------------------------------------------------------------------------------
11. AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON
5,400,527
------------------------------------------------------------------------------
12. CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
------------------------------------------------------------------------------
13. PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11)
18.4%
------------------------------------------------------------------------------
14. TYPE OF REPORTING PERSON
CO
------------------------------------------------------------------------------
*SEE INSTRUCTIONS BEFORE FILLING OUT!
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ITEM 1. Security of the Issuer.
The securities to which this statement relates are the Common Stock, par
value $.01 per share (the "Common Stock"), of Allscripts, Inc., a Delaware
corporation (the "Company"). The principal executive offices of the Company are
located at 2401 Commerce Drive, Libertyville, Illinois 60048.
ITEM 2. Identity and Background.
This statement is being filed by the following persons: Channelhealth
Incorporated, a Delaware corporation ("Channelhealth") and IDX Systems
Corporation, a Vermont corporation ("IDX"). Channelhealth and IDX are sometimes
individually referred to herein as a "Reporting Person" and collectively as the
"Reporting Persons."
The principal business of Channelhealth is to provide a set of Internet-based
clinical and productivity solutions for physicians. The address of its principal
business and its principal office is 25 Green Mountain Drive, Burlington,
Vermont 05403.
IDX is the majority stockholder of Channelhealth. The principal business of
IDX is to provide healthcare information solutions, including software,
hardware, and related services to physician groups, management services
organizations, hospitals, and integrated delivery networks. The address of its
principal business and its principal office is 1400 Shelburne Road, South
Burlington, Vermont 05403.
During the last five (5) years, neither Reporting Person has been convicted
in any criminal proceeding (excluding traffic violations or similar
misdemeanors). During the last five (5) years, neither Reporting Person was a
party to a civil proceeding of a judicial or administrative body of competent
jurisdiction as result of which it was or is subject to a judgment, decree or
final order enjoining future violations of, or prohibiting or mandating
activities subject to, Federal or State securities laws or finding any violation
with respect to such laws.
Attached hereto as Schedule I is a list of the directors and executive
officers of each of the Reporting Persons which contains the following
information with respect to each such person:
(a) name;
(b) business address; and
(c) present principal occupation or employment and the name, principal
business and address of any corporation or other organization in which
such employment is conducted.
To the knowledge of each respective Reporting Person, each person identified
in Schedule I hereto is a United States citizen.
ITEM 3. Source and Amount of Funds or Other Consideration.
As described in Item 5 below, Channelhealth has been given a proxy with
respect to, but has not purchased, shares of Common Stock of the Company.
Channelhealth has not expended any funds in connection therewith.
(Page 4 of 9)
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ITEM 4. Purpose of Transactions.
On July 13, 2000, the Reporting Persons entered into an Agreement and Plan of
Merger (the "Merger Agreement") with Allscripts Holding, Inc. ("Parent"), the
Company, Bursar Acquisition, Inc. and Bursar Acquisition No. 2, Inc., pursuant
to which Bursar Acquisition, Inc. shall merge with and into the Company (the
"Allscripts Merger") and Bursar Acquisition No. 2, Inc. shall merge with and
into Channelhealth (the "Channelhealth Merger"). Upon the terms and subject to
the conditions of the Merger Agreement, all of the issued and outstanding
capital stock of Channelhealth (including the capital stock held by 1DX) and all
of the issued and outstanding capital stock of the Company will be converted
into the right to receive shares of Common Stock of Parent, after which
Channelhealth and the Company will be wholly-owned subsidiaries of Parent. In
connection with the Channelhealth Merger and the Allscripts Merger, the Board of
Directors of Parent will include a director appointed by Channelhealth
stockholders. In connection with the Allscripts Merger, the Certificate of
Incorporation and Bylaws of Bursar Acquisition, Inc. will be adopted as the
Certificate of Incorporation and Bylaws of the Company.
In connection with the transactions contemplated in the Merger Agreement,
Morgan Stanley Venture Partners III, L.P. ("Venture Partners"), Morgan Stanley
Venture Investors III, L.P. ("MSVI III"), the Morgan Stanley Venture Partners
Entrepreneur Fund, L.P. ("Entrepreneur") and Liberty Partners Holdings 6, LLC
("Liberty") each entered into a Voting Agreement and Irrevocable Proxy
(collectively, the "Voting Agreements") pursuant to which Venture Partners, MSVI
III, Entrepreneur and Liberty (collectively, the "Stockholders") each appointed
Channelhealth its proxy to vote certain shares of Common Stock held by the
Stockholders with respect to certain matters relating to the Allscripts Merger
as more fully described in Item 5 below.
Except as set forth above or in Item 5, the Reporting Persons do not have any
plans or proposals concerning the Company with respect to the matters set forth
in subparagraphs (a) through (j) of Item 4 of the Schedule.
ITEM 5. Interest in Securities of the Issuer.
(a) and (b) As of July 13, 2000, pursuant to the Voting Agreements, the
Stockholders appointed Channelhealth their respective proxy to vote the shares
of Common Stock beneficially held or acquired by such Stockholder with respect
to certain matters relating to the transactions contemplated by the Merger
Agreement. As of July 13, 2000, the Stockholders owned beneficially an
aggregate of 5,400,527 shares of Common Stock, representing approximately 18.4%
of the 29,336,398 shares outstanding as of June 30, 2000, as represented by the
Company in the Merger Agreement. The proxy given to Channelhealth applied to all
of such shares and had sole voting power with respect to such shares.
As of July 13, 2000, IDX, through its control of Channelhealth had sole
voting power with respect to all 5,400,527 shares owned beneficially by
Channelhealth.
(c) Except as described above, neither of the Reporting Persons, nor to the
knowledge of either Reporting Person, any person named in Schedule I
beneficially owns any shares of Common Stock or has effected any transactions in
Common Stock during the past sixty (60) days.
(d) None.
(e) Not applicable.
(Page 5 of 9)
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ITEM 6. Contracts, Arrangements, Understandings or Relationships with Respect
to Securities of the Issuer.
The information set forth under Items 4 and 5 above and the Exhibits attached
hereto is incorporated herein by reference.
ITEM 7. Material to be Filed as Exhibits.
The following documents are filed as Exhibits to this statement:
Exhibit No. Description
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99.1 Voting Agreement and Irrevocable Proxy, dated July 13, 2000, by
and among Morgan Stanley Venture Partners III, L.P., Morgan
Stanley Venture Investors III, L.P., the Morgan Stanley Venture
Partner Entrepreneur Fund, L.P. and ChannelHealth Incorporated.
99.2 Voting Agreement and Irrevocable Proxy, dated July 13, 2000 by
and between Liberty Partners Holdings 6, L.L.C. and
ChannelHealth Incorporated
(Page 6 of 9)
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SIGNATURES
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 2000
CHANNELHEALTH INCORPORATED
By: /s/ Pamela Pure
________________________________
Pamela Pure
Vice President and Chief Operating Officer
After reasonable inquiry and to the best of my knowledge and belief, I
certify that the information set forth in this statement is true, complete and
correct.
Dated: July 24, 2000
IDX SYSTEMS CORPORATION
By: /s/ Robert W. Baker, Jr.
________________________________
Robert W. Baker, Jr.
Vice President and Secretary
(Page 7 of 9)
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SCHEDULE I
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IDX
The name and present principal occupation or employment of each director
and executive officer of IDX is set forth below. IDX is the controlling
stockholder of Channel.
Directors
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Richard E. Tarrant. Mr. Tarrant is the Chief Executive Officer of IDX and
President of Channelhealth. His business address is IDX Systems Corporation,
1400 Shelburne Road, South Burlington, Vermont 05403.
Frank T. Sample. Mr. Sample is the President and Chief Executive Officer of
VitalCom, Inc. His business address is VitalCom, Inc., 15222 Del Amo Avenue,
Tustin, California 92780.
Allen Martin, Esq. Mr. Martin is an attorney and director of Downs Rachlin &
Martin PLLC. His business address is Downs Rachlin & Martin, PLLC, 199 Main
Street, Courthouse Plaza, Burlington, VT 05401.
Henry M. Tufo, M.D. Dr. Tufo is a consultant of IDX. His principal business
address is IDX Systems Corporation, 1400 Shelburne Road, South Burlington,
Vermont 05403.
Steven M. Lash. Mr. Lash is President and Chief Executive Officer of DermTech
International. His business address is DermTech International, 15222 Avenue of
Science, San Diego, California 92128.
Peter W. Van Etten. Mr. Van Etten is President and Chief Executive Officer of
the Juvenile Diabetes Foundation. His business address is Juvenile Diabetes
Foundation, 120 Wall Street, New York, New York, 10005.
Robert H. Hoel. Mr. Hoel is the Chairman of the Board of IDX. His business
address is IDX Systems Corporation, 1400 Shelburne Road, South Burlington,
Vermont 05403.
Stuart H. Altman, Ph.D. Dr. Altman is a Professor of National Health Policy at
the Heller School at Brandeis University. His business address is Brandeis
University, Heller School, 415 South Street, Waltham, Massachusetts 02254.
Mark F. Wheeler, M.D., M.P.H. Dr. Wheeler is the Senior Vice President and Chief
Technical Architect of the Corporate Research Organization of IDX. His business
address is IDX Systems Corporation, 1001 Fourth Avenue Plaza, Suite 1500,
Seattle, Washington 98154.
Executive Officers Who are Not Directors
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The principal business address of each of the following executive officers of
IDX and IDX is 1400 Shelburne Road, South Burlington, Vermont 05403. No person
is a controlling stockholder of IDX.
(Page 8 of 9)
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James H. Crook, Jr. Mr. Crook is the President and Chief Operating Officer of
IDX.
Robert F. Galin. Mr. Galin is the Vice President for Sales of IDX.
Jeffrey M. Blanchard. Mr. Blanchard is the Vice President of Client Services of
IDX.
John A. Kane. Mr. Kane is the Vice President for Finance, Chief Financial
Officer and Treasurer of IDX and Channelhealth.
Robert W. Baker, Jr. Mr. Baker is the Vice President, General Counsel and
Secretary of Channelhealth and IDX.
CHANNELHEALTH
Directors
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Richard E. Tarrant. Mr. Tarrant is the Chief Executive Officer of IDX and
President of Channelhealth. His business address is IDX Systems Corporation,
1400 Shelburne Road, South Burlington, Vermont 05403.
James H. Crook, Jr. Mr. Crook is the President and Chief Operating Officer of
IDX. His business address is IDX Systems Corporation, 1400 Shelburne Road, South
Burlington, Vermont 05403.
John A. Kane. Mr. Kane is the Vice President for Finance, Chief Financial
Officer and Treasurer of IDX and Channelhealth. His business address is IDX
Systems Corporation, 1400 Shelburne Road, South Burlington, Vermont 05403.
William N. Kelley. Dr. Kelley is a Professor of Medicine, Biochemistry and
Biophysics at the University of Pennsylvania School of Medicine. His business
address is 768 Woodlane Road, Bryn Mawr, PA 19010.
Gerald Poch. Mr. Poch is a Managing Director of Pequot Private Equity Fund II,
L.P. His business address is Pequot Private Equity Fund II, L.P., 500 Nyala
Farm Road, Westport, Connecticut 06880.
Executive Officers Who are Not Directors
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The principal business address of each of the following executive officers of
Channel and is Channelhealth Incorporated, 25 Green Mountain Drive, Burlington,
Vermont 05403. IDX is the majority stockholder of Channelhealth.
Pamela P. Pure. Ms. Pure is the Vice President and Chief Operating Officer of
Channelhealth.
Robert Galin. Mr. Galin is the Vice President for Sales of Channelhealth.
Robert W. Baker, Jr. Mr. Baker is the Vice President, General Counsel and
Secretary of Channelhealth and IDX.
(Page 9 of 9)
