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SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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FORM 8-K
Current Report
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of report (Date of earliest event reported): March 20, 2000
Shared Medical Systems Corporation
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(Exact Name of Registrant as Specified in Charter)
Delaware 0-7416 23-1704148
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(State or Other (Commission (I.R.S. Employer
Jurisdiction of File Number) Identification No.)
Incorporation)
51 Valley Stream Parkway, Malvern, Pennsylvania 19355
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(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code 610-219-6300
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Not Applicable
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(Former name or former address, if changed since last report.)
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Item 5. Other Events.
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On March 20, 2000, Shared Medical Systems Corporation announced that its Board
of Directors scheduled the company's Annual Meeting of Stockholders for June 9,
2000. Also on March 20, 2000, Shared Medical Systems Corporation announced that
its Board of Directors approved an amendment to its shareholder rights plan that
deletes all provisions requiring that certain actions be approved by "continuing
directors."
Item 7. Financial Statements, Pro Forma Financial Information and Exhibits.
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(C) Exhibits.
99.1 Press Release dated March 20, 2000
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 thereunto duly authorized.
SHARED MEDICAL SYSTEMS CORPORATION
By: /s/ Terrance W. Kyle
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Terrance W. Kyle
Senior Vice President,
Chief Financial Officer,
Treasurer, and Assistant
Secretary
March 20, 2000
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EXHIBIT 99.1
SMS SCHEDULES ANNUAL MEETING FOR JUNE 9, 2000
SMS AMENDS SHAREHOLDERS RIGHTS PLAN
Malvern, PA, March 20, 2000 - Shared Medical Systems Corporation (SMS), (NYSE:
SMS), a leading provider of health information systems and services, today
announced that its Board of Directors has scheduled the Company's Annual Meeting
of Stockholders for June 9, 2000. SMS had previously notified the New York Stock
Exchange of its intent to hold the Annual Meeting in May, 2000. Stockholders of
record as of April 17, 2000 will be eligible to vote at the meeting.
The SMS Board of Directors is evaluating the various strategic alternatives
available to the Company as it seeks to enhance value for all SMS stockholders.
The Board believes that holding the Annual Meeting in June will allow more time
to carefully review these alternatives. The Company announced on March 6, 2000
that it had retained Goldman, Sachs & Co. to assist in that effort.
SMS also announced today that its Board of Directors has approved an amendment
to its shareholders rights plan. The amendment deletes all provisions requiring
certain actions under the plan to be authorized by "continuing directors," as
defined in the plan. The amendment was adopted to conform the terms of the plan
to recent decisions by the Delaware courts. Other Delaware corporations have
recently taken similar actions.
About SMS
SMS supplies information systems and professional services to over 5,000 health
enterprises and health providers in North America, Europe, and New Zealand. The
Company offers a full range of clinical, financial, and management applications
to support health providers across the continuum of care. In addition, SMS is a
leading provider of outsourcing, consulting, and implementation services.
Founded in 1969, SMS has 30 years of network computing experience, operating the
industry's largest Information Services Center (ISC) and Health Information
Network for application hosting, e-commerce, enterprise systems management, and
managed Internet services. As the premier Application Service Provider (ASP) in
healthcare, SMS' ISC operates health applications for over 1,000 health
providers, with connections to over 350,000 customer workstations and 500
connections to payers, representing 130 million covered lives. Based in Malvern,
Pennsylvania, SMS reported revenues in excess of $1.2 billion for fiscal year
1999. Further information about SMS' systems and services is available at
www.smed.com.
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This document may contain forward-looking statements relating to, among other
things, growth plans, future results of operations and general business
conditions relating to SMS. These forward-looking statements are based largely
on current expectations and are subject to risks and uncertainties. Actual
results could differ materially from these forward-looking statements depending
on changes in external competitive market factors, the effectiveness of
marketing and promotion strategies or the ability of the companies to execute
their business strategy. These matters and other business risks to which SMS is
subject are discussed in its periodic reports and registration statements filed
from time to time with the Securities and Exchange Commission.
Eclipsys Corporation has announced that it intends to nominate its designees for
election to the SMS Board of Directors at the SMS Annual Meeting of Stockholders
currently scheduled to be held on June 9, 2000, in furtherance of its desire to
force a merger between Eclipsys and SMS. SMS and certain other persons named
below may be deemed to be participants in the solicitation of proxies for such
Annual Meeting in favor of the nominees of the incumbent Board of Directors of
SMS. The participants in such solicitation may include the directors of SMS (R.
James Macaleer, Frederick W. DeTurk, Josh S. Weston, Jeffrey S. Rubin, Marvin S.
Cadwell and Gail R. Wilensky), Terrence W. Kyle, SMS' Chief Financial Officer,
and Julie McDowell, SMS' Director of Investor Relations (collectively, the "SMS
Participants"). As of December 31, 1999, R. James Macaleer beneficially owned
approximately 957,534 shares of SMS common stock. None of the remaining SMS
Participants own in excess of 1% of SMS common stock.
SMS has retained Goldman, Sachs & Co. ("Goldman Sachs") to assist the Company in
evaluating its various strategic alternatives, for which they received and may
receive substantial fees, as well as reimbursement of reasonable out-of-pocket
expenses. In addition, SMS has agreed to indemnify Goldman Sachs and certain
persons related to them against certain liabilities, including certain
liabilities under the federal securities laws, arising out of their engagement.
Goldman Sachs is an investment banking firm that provides a full range of
financial services for institutional and individual clients. Goldman Sachs does
not admit that it or any of its directors, officers or employees is a
"participant" as defined in Schedule 14A promulgated under the Securities
Exchange Act of 1934, as amended, in the solicitation, or that Schedule 14A
requires the disclosure of certain information concerning Goldman Sachs. In
connection with Goldman Sachs' role as financial advisor to SMS, Goldman Sachs
and the following investment banking employees of Goldman Sachs may communicate
in person, by telephone or otherwise with a limited number of institutions,
brokers or other persons who are stockholders of SMS: Cody J. Smith and W. Tobin
Whamond. In the normal course of its business Goldman Sachs regularly buys and
sells SMS common stock for its own account and for the accounts of its
customers, which transactions may result from time to time in Goldman Sachs and
its associates having a net "long" or net "short" position in SMS common stock,
or option contracts or other derivatives in or relating to SMS common stock. As
of March 16, 2000, Goldman Sachs as principal held a net "long" position of
1,723 of the common shares of SMS.
STOCKHOLDERS ARE ADVISED TO READ THE SMS PROXY STATEMENT FOR ITS ANNUAL MEETING
WHEN IT IS AVAILABLE AND OTHER RELEVANT COMMUNICATIONS FILED BY SMS WITH THE
SEC, AS AND WHEN FILED, BECAUSE THEY WILL CONTAIN IMPORTANT INFORMATION RELATING
TO THE ANNUAL MEETING. INVESTORS WILL BE ABLE TO OBTAIN THE PROXY STATEMENT AND
ANY OTHER RELEVANT DOCUMENTS, WHEN AVAILABLE, FOR FREE AT THE SEC'S WEB SITE,
www.sec.gov, OR FROM THE SMS INVESTOR RELATIONS DEPARTMENT AT (610) 219-6528.
Contact:
Judith Wilkinson / Matt Sherman
Joele Frank, Wilkinson Brimmer Katcher
212-355-4449
