-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, AKb5P0xY7BlOFrp7PWc5YVQaQBouq/EN3Q7kW7PlWPdrT7Mfb+QvrIRDbKFFP1/i YJHpYatsUznbd+YYkwYDOw== 0000950133-00-001468.txt : 20000411 0000950133-00-001468.hdr.sgml : 20000411 ACCESSION NUMBER: 0000950133-00-001468 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20000410 SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ECLIPSYS CORP CENTRAL INDEX KEY: 0001034088 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 650632092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D SEC ACT: SEC FILE NUMBER: 005-54513 FILM NUMBER: 597858 BUSINESS ADDRESS: STREET 1: 777 E ATLANTIC AVE STE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33483 BUSINESS PHONE: 5612431440 MAIL ADDRESS: STREET 1: 777 EAST ATLANTIC AVE SUITE 200 CITY: DELRAY BEACH STATE: FL ZIP: 33483 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: WILFAM LP CENTRAL INDEX KEY: 0001111329 STANDARD INDUSTRIAL CLASSIFICATION: [] IRS NUMBER: 582242573 FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 100 CHETWYND DR CITY: ROSEMONT STATE: PA ZIP: 19010 BUSINESS PHONE: 6105277460 MAIL ADDRESS: STREET 1: 100 CHETWYND DR CITY: ROSEMONT STATE: PA ZIP: 19010 SC 13D 1 SCHEDULE 13D 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 SCHEDULE 13D UNDER THE SECURITIES EXCHANGE ACT OF 1934* Eclipsys Corporation - -------------------------------------------------------------------------------- (Name of Issuer) Common Stock - -------------------------------------------------------------------------------- (Title of Class of Securities) 278856109 - -------------------------------------------------------------------------------- (CUSIP Number) - -------------------------------------------------------------------------------- Wilfam, L.P. with a copy to: 100 Chestwynd Drive Hale and Dorr LLP Rosemont, PA 19010 11951 Freedom Drive Attention: M.Donald Wright Reston, VA 20190 (601) 527-7460 Attention: Donald L. Toker (703) 654-7028 - -------------------------------------------------------------------------------- - -------------------------------------------------------------------------------- (Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications) March 30, 2000 - -------------------------------------------------------------------------------- (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 which is the subject of this Schedule 13D, and is filing this schedule because of Rule 13d-1(b)(3) or (4), check the following box [ ]. *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 (the "Act") or otherwise subject to the liabilities of that section of the Act but shall be subject to all other provisions of the Act. 2 SCHEDULE 13D - ------------------------------------ CUSIP NO. 278856109 --------- - ------------------------------------ - -------------------------------------------------------------------------------------------------------------------- NAME OF REPORTING PERSON 1 S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON WILFAM, L.P. - -------------------------------------------------------------------------------------------------------------------- CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (a) [ ] 2 (b) [ ] - -------------------------------------------------------------------------------------------------------------------- 3 SEC USE ONLY - -------------------------------------------------------------------------------------------------------------------- 4 SOURCE OF FUNDS OO (1) - -------------------------------------------------------------------------------------------------------------------- 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] - -------------------------------------------------------------------------------------------------------------------- 6 CITIZENSHIP OR PLACE OF ORGANIZATION STATE OF DELAWARE - -------------------------------------------------------------------------------------------------------------------- 7 SOLE VOTING POWER NUMBER OF 2,109,093 SHARES ------------------------------------------------------------------------------------ BENEFICIALLY 8 SHARED VOTING POWER OWNED BY 2,109,093(2) EACH ------------------------------------------------------------------------------------ REPORTING 9 SOLE DISPOSITIVE POWER PERSON WITH 2,109,093 ------------------------------------------------------------------------------------ 10 SHARED DISPOSITIVE POWER 2,109,093 - -------------------------------------------------------------------------------------------------------------------- 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 2,109,093 - -------------------------------------------------------------------------------------------------------------------- 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] - -------------------------------------------------------------------------------------------------------------------- 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 5.8% - -------------------------------------------------------------------------------------------------------------------- 14 TYPE OF REPORTING PERSON PN - --------------------------------------------------------------------------------------------------------------------
- ------------------------ (2) See Item 3 below 2 3 ITEM 1. SECURITY AND ISSUER This statement relates to the Common Stock, par value $0.01 per share ("ECLIPSYS COMMON STOCK" or "ISSUER'S COMMON STOCK"), of Eclipsys Corporation, a Delaware corporation ("ECLIPSYS" or the "ISSUER"). The 2,109,093 shares of the Issuer's Common Stock that are the subject of this statement will be referred to as the "SHARES" throughout this statement. The principal executive offices of the Issuer are located at 777 East Atlantic Avenue, Suite 200, Delray Beach, Florida 33483. ITEM 2. IDENTITY AND BACKGROUND This statement is filed on behalf of Wilfam, L.P., a Delaware limited partnership ("WILFAM"). Wilfam is a family limited partnership. The address of Wilfam's principal business and its principal office is 100 Chestwynd Drive, Rosemont, PA 19010. Set forth on Schedule A to the Statement is the name, business address, present principal occupation or employment and citizenship for each general partner of Wilfam pursuant to Item 2(a), (b), (c) and (d) and is incorporated herein by reference. During the last five years, neither Wilfam nor, to the best of Wilfam's knowledge, any person named on Schedule A has been: (a) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors); or (b) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction as a result of which, he, she or 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. ITEM 3. SOURCE AND AMOUNT OF FUNDS OR OTHER CONSIDERATION Harvey J. Wilson transferred the shares of Eclipsys Common Stock now owned by Wilfam to Wilfam in July of 1996. As an inducement for Neoforma.com, Inc. ("Neoforma") to enter the Merger Agreement (as defined in Item 4), Wilfam entered into a Voting Agreement representing 2,109,093 of the outstanding shares of Eclipsys Common Stock (see Item 4). Neoforma did not pay additional consideration to Wilfam in connection with the execution and delivery of such Voting Agreements beyond the consideration described in the Merger Agreement. Upon consummation of the Merger (as defined in Item 4), the shares of Eclipsys Common Stock owned by Wilfam will be subject to the same exchange ratio as shares held by all other stockholders of Eclipsys Common Stock. Based upon the number of shares of Eclipsys Common Stock outstanding as of March 14, 2000 (as represented by Eclipsys in the Merger Agreement), the number of shares of Eclipsys Common Stock subject to Wilfam's Voting Agreement represents 5.8% of the outstanding shares of Eclipsys Common Stock. ITEM 4. PURPOSE OF TRANSACTION (a)-(b) Pursuant to an Agreement and Plan of Merger dated as of March 30, 2000 (the "MERGER Agreement") by and between Neoforma, NeoIII Acquisition Corp., a Delaware corporation and a wholly owned first-tier subsidiary of Neoforma ("MERGER SUB") and Eclipsys, and subject to the conditions set forth therein (including approval by stockholders of Neoforma and Eclipsys), Merger Sub shall 3 4 be merged with and into Eclipsys, the separate corporate existence of Merger Sub shall cease, and Eclipsys shall continue as the surviving corporation (such events constituting the "MERGER"). Once the Merger is consummated, Merger Sub will cease to exist as a corporation and all the property, rights, privileges, powers and franchises of Eclipsys and Merger Sub shall vest in Eclipsys with Eclipsys remaining as the surviving corporation (the "SURVIVING CORPORATION"). As a result of the Merger, each outstanding share of Eclipsys Common Stock, other than shares of Common Stock held by Eclipsys or owned by Merger Sub, Neoforma or any direct or indirect wholly owned subsidiary of Eclipsys or of Neoforma, will be converted into the right to receive 1.344 (the "EXCHANGE RATIO") of a share of common stock, par value $0.001 per share, of Neoforma ("NEOFORMA COMMON STOCK"), and each outstanding option to purchase Eclipsys Common Stock (each, an "ASSUMED OPTION") under Eclipsys's 1996 Stock Option Plan, 1998 Stock Incentive Plan and 1999 Stock Incentive Plan (collectively, the "ECLIPSYS STOCK OPTION PLANS") will be assumed by Neoforma. Each Assumed Option so assumed by Neoforma will continue to have, and be subject to, the same terms and conditions set forth in the Eclipsys Stock Option Plans pursuant to which such option was issued immediately prior to the Merger (including, without limitation, any repurchase rights or vesting provisions), except that (i) each Assumed Option will be exercisable (or will become exercisable in accordance with its terms) for that number of whole shares of Neoforma Common Stock equal to the product of the number of shares of Eclipsys Common Stock that were issuable upon exercise of such option immediately prior to the Merger multiplied by the Exchange Ratio, rounded down to the nearest whole number of shares of Neoforma Common Stock and (ii) the per share exercise price for the shares of Neoforma Common Stock issuable upon exercise of such Assumed Option will be equal to the quotient determined by dividing the exercise price per share of Eclipsys Common Stock at which such option was exercisable immediately prior to the Merger by the Exchange Ratio, rounded up to the nearest whole cent. As an inducement for Neoforma to enter into the Merger Agreement and in consideration thereof, certain stockholders of Eclipsys, includig Wilfam, (the "STOCKHOLDERS") entered into Voting Agreements, dated as of March 30, 2000, with Neoforma (collectively, the "VOTING AGREEMENTS") whereby the Stockholders agreed, severally and not jointly, to vote all of the shares of Eclipsys Common Stock beneficially owned by them in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the other actions contemplated by the Merger Agreement and any actions required in furtherance thereof and against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Eclipsys under the Merger Agreement. Concurrently with the execution of the Voting Agreements, each of the Stockholders delivered to Neoforma an irrevocable proxy (each a "PROXY," together the "PROXIES") granting Neoforma the power to vote all 4 5 of the shares of Eclipsys Common Stock beneficially owned by them in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the other actions contemplated by the Merger Agreement and any actions required in furtherance thereof and against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Eclipsys under the Merger Agreement. The Stockholders retained the power to vote the Shares on all other matters. Neoforma did not pay additional consideration to any Stockholder in connection with the execution and delivery of the Voting Agreements and Proxies. (c) Other than as a result of the Merger described in Item 4(a)-(b) above, Wilfam does not presently have any plans or proposals that relate to or would result in a sale or transfer of a material amount of assets of the Issuer or of any of its subsidiaries. (d) Upon consummation of the merger, the directors of the Surviving Corporation shall be the current directors of the Merger Sub until their respective successors are duly elected or appointed and qualified. The initial officers of the Surviving Corporation shall be the current officers of Merger Sub, until their respective successors are duly appointed. (e) Other than as a result of the Merger described in Item 4(a)-(b) above, Wilfam does not presently have any plans or proposals which relate to or would result in any material change in the present capitalization or dividend policy of the Issuer. (f) Wilfam does not presently have any plans or proposals that relate to or would result in any other material change in the Issuer's business or corporate structure. (g) Pursuant to the Voting Agreements entered into by Neoforma and certain of the stockholders of Eclipsys, the Stockholders agreed to vote all of the shares of Eclipsys Common Stock owned beneficially by them against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Eclipsys under the Merger Agreement. (h)-(i) Upon the closing of the Merger, Eclipsys Common Stock will be deregistered under the Act and delisted from the Nasdaq Stock Market. 5 6 (j) Other than as set forth above, Wilfam does not presently have any plans or proposals that relate to or would result in an action similar to any of those enumerated above. References to, and descriptions of, the Voting Agreements and the Proxies as set forth herein are qualified in their entirety by reference to the copy of the form of Voting Agreement, included as Exhibit A to this Schedule 13D, and incorporated herein in their entirety where such references and descriptions appear. ITEM 5. INTEREST IN SECURITIES OF THE ISSUER (a)-(b) Wilfam is the beneficial owner of at least 2,109,093 shares of Eclipsys Common Stock. Such Eclipsys Common Stock constitutes approximately 5.8% of the issued and outstanding shares of Eclipsys Common Stock based on the number of shares of Eclipsys Common Stock outstanding as of March 14, 2000 (as represented by Eclipsys in the Merger Agreement). Neoforma may be deemed to have the sole power to vote the Shares with respect to those matters described above. However, Neoforma does not have the power to dispose of these shares and, other than the power to vote conferred by the Voting Agreements, is not entitled to any rights as a stockholder of Eclipsys as to these shares. (c) Except as set forth herein, Wilfam has not effected any transaction in the Issuer's Common Stock during the past 60 days, and, to the best of its knowledge, no person named in Schedule A has effected any transactions in the Issuer's Common Stock during the past 60 days. (d) No other person is known to Wilfam to have the right to receive or the power to direct the receipt of dividends from, or proceeds from the sale of, any shares of Eclipsys Common Stock. (e) Not applicable. 6 7 ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER Other than the Merger Agreement and the exhibits thereto, including the Voting Agreements, to the knowledge of Wilfam, none of the parties named in Item 2 to this Statement are a party to any contract, arrangement, understanding or relationship of the type specified by this Item 6 with respect to any Eclipsys securities. ITEM 7. MATERIAL TO BE FILED AS EXHIBITS The following documents are filed as exhibits hereto: Exhibit 1: Form of Voting Agreement, dated as of March 30, 2000, between the Issuer and Wilfam 7 8 SIGNATURE 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: April 10, 2000 WILFAM, L.P. By: /s/ M. Donald Wright -------------------------------- Name: M. Donald Wright Title: President and Trustee 9 SCHEDULE A CORPORATE GENERAL PARTNER OF WILFAM, L.P. Wilfam, Inc. Delaware Corporation 100 Chestwynd Dr. Rosemont, PA 19010 Executive Officers and Directors of Wilfam, Inc.
NAME AND BUSINESS ADDRESS PRESENT PRINCIPAL OCCUPATION CITIZENSHIP - ------------------------- ------------------------------- ----------- Harvey J. Wilson Chairman of the Board of U.S.A. 777 East Atlantic Ave. Directors and Chief Suite 200 Executive Officer of Delray Beach, FL 33483 Eclipsys Corporation (president and director) M. Donald Wright Financial and Estate U.S.A. 100 Chestwynd Dr. Planner, Wright Rosemont, PA 19010 Consultants (treasurer and director) Gregory L. Wilson Chief Financial Officer U.S.A. 777 East Atlantic Ave. and Treasurer of Suite 200 Eclipsys Corporation Delray Beach, FL 33483 (secretary and director)
10 EXHIBIT INDEX
Exhibit Document Description ------- -------------------- Exhibit 1: Form of Voting Agreement entered into between Neoforma and Wilfam
12 EX-1 2 FORM OF VOTING AGREEMENT 1 EXHIBIT 1 Execution Version COMPANY VOTING AGREEMENT This COMPANY VOTING AGREEMENT (the "AGREEMENT") is made and entered into as of March 30, 2000, between Neoforma.com, Inc., a Delaware corporation ("PARENT"), and the undersigned stockholder ("STOCKHOLDER") of Eclipsys Corporation, a Delaware corporation ("COMPANY"). RECITALS A. Concurrently with the execution of this Agreement, Parent, Company and NeoIII Acquisition Corp., a Delaware corporation and a wholly-owned first-tier subsidiary of Parent ("MERGER SUB"), are entering into an Agreement and Plan of Merger (the "MERGER AGREEMENT") which provides for the merger of Merger Sub with and into Company (the "MERGER"). Pursuant to the Merger, shares of capital stock of Company will be converted into shares of Parent Common Stock on the basis described in the Merger Agreement. Capitalized terms used but not defined herein shall have the meanings set forth in the Merger Agreement. B. Stockholder is the record holder of such number of outstanding shares of capital stock of Company as is indicated on the final page of this Agreement. C. As a material inducement to enter into the Merger Agreement, Parent desires Stockholder to agree, and Stockholder is willing to agree, to vote the Shares (as defined below), and such other shares of capital stock of Company over which Stockholder has voting power, so as to facilitate consummation of the Merger. In consideration of the foregoing and the representations, warranties, covenants and agreements set forth in this Agreement, the parties agree as follows: 1. AGREEMENT TO VOTE SHARES 1.1 Definitions. For purposes of this Agreement: (a) Shares. The term "SHARES" shall mean all issued and outstanding shares of Company Common Stock owned of record or beneficially by Stockholder or over which Stockholder exercises voting power, in each case, as of the record date for persons entitled (i) to receive notice of, and to vote at the meeting of the stockholders of Company called for the purpose of voting on the matters referred to in Section 1.2, or (ii) to take action by written consent of the stockholders of Company with respect to the matters referred to in Section 1.2. Stockholder agrees that any shares of capital stock of Company that Stockholder purchases or with respect to which Stockholder otherwise acquires beneficial ownership or over which Stockholder exercises voting power after the execution of this Agreement and prior to the date of 2 termination of this Agreement pursuant to Section 3 below shall be subject to the terms and conditions of this Agreement to the same extent as if they constituted Shares on the date hereof. (b) Subject Securities. The term "SUBJECT SECURITIES" shall mean: (i) all securities of Company (including all shares of Company Common Stock and all options, warrants and other rights to acquire shares of Company Common Stock beneficially owned by Stockholder as of the date of this Agreement; and (ii) all additional securities of Company (including all additional shares of Company Common Stock and all additional options, warrants and other rights to acquire shares of Company Common Stock) of which Stockholder acquires ownership during the period from the date of this Agreement through the earlier of termination of this Agreement pursuant to Section 3 below or the record date for the meeting at which stockholders of Company are asked to vote upon approval of the Merger Agreement and the Merger. (c) Transfer. Stockholder shall be deemed to have effected a "TRANSFER" of a security if Stockholder directly or indirectly: (i) sells, pledges, encumbers, transfers or disposes of, or grants an option with respect to, such security or any interest in such security; or (ii) enters into an agreement or commitment providing for the sale, pledge, encumbrance, transfer or disposition of, or grant of an option with respect to, such security or any interest therein. 1.2 Agreement to Vote Shares. Stockholder hereby covenants and agrees that, during the period commencing on the date hereof and continuing until the first to occur of (i) such date and time as the Merger shall become effective in accordance with the terms and provisions of the Merger Agreement (the "EFFECTIVE TIME") and (ii) termination of this Agreement in accordance with its terms, at any meeting (whether annual or special and whether or not an adjourned or postponed meeting) of the stockholders of Company, however called, or in connection with any written consent of the stockholders of Company, Stockholder will appear at the meeting or otherwise cause the Shares to be counted as present thereat for purposes of establishing a quorum and vote or consent (or cause to be voted or consented) the Shares: (1) in favor of the approval and adoption of the Merger Agreement in the form entered into on the date hereof and the approval of the Merger and the other actions contemplated by the Merger Agreement and any actions required in furtherance thereof; (2) against approval of any proposal made in opposition to or in competition with the consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of Stockholder under this Agreement. 2 3 Stockholder further agrees not to enter into any agreement or understanding with any person the effect of which would be inconsistent with or violative of any provision contained in this Section 1.2. 1.3 Transfer and Other Restrictions. (a) Prior to the termination of this Agreement, Stockholder agrees not to, directly or indirectly: (i) except pursuant to the terms of the Merger Agreement, offer for sale, Transfer or otherwise dispose of, or enter into any contract, option or other arrangement or understanding with respect to or consent to the offer for sale, Transfer or other disposition of any or all of the Subject Securities or any interest therein except as provided in Section 1.2 hereof; (ii) grant any proxy, power of attorney, deposit any of the Subject Securities into a voting trust or enter into a voting agreement or arrangement with respect to the Subject Securities except as provided in this Agreement; or (iii) take any other action that would make any representation or warranty of Stockholder contained herein untrue or incorrect or have the effect of preventing or disabling Stockholder from performing its obligations under this Agreement. (b) To the extent Stockholder is, as of the date hereof, party to a contract or agreement that requires Stockholder to Transfer Subject Securities to another person or entity (excluding a contract or agreement pledging Subject Securities to Company), Stockholder will not effect any such Transfer unless and until the transferee agrees to be bound by and executes an agreement in the form of this Agreement with respect to the Subject Securities to be Transferred. Nothing herein shall prohibit Stockholder from exercising (in accordance with the terms of the option or warrant, as applicable) any option or warrant Stockholder may hold; provided that the securities acquired upon such exercise shall be deemed Subject Securities and Shares hereunder. 1.4 Irrevocable Proxy. Concurrently with the execution of this Agreement, Stockholder agrees to deliver to Parent a proxy in the form attached hereto as Exhibit I (the "PROXY"), which shall be irrevocable to the extent set forth therein, with respect to the Shares. 2. REPRESENTATIONS AND WARRANTIES OF STOCKHOLDER (a) Stockholder is the record and beneficial owner of, or Stockholder exercises voting power over, the shares of Company capital stock indicated on the final page of this Agreement, which, on and as of the date hereof, are free and clear of any Encumbrances that would adversely affect the ability of Stockholder to carry out the terms of this Agreement. The number of Shares set forth on the signature pages hereto are the only Shares beneficially owned by such Stockholder and, except as set forth on such signature pages, the Stockholder holds no 3 4 options to purchase or rights to subscribe for or otherwise acquire any securities of the Company and has no other interest in or voting rights with respect to any securities of the Company. (b) Stockholder has the requisite power and authority to enter into this Agreement and to consummate the transactions contemplated by this Agreement. The execution and delivery of this Agreement by such Stockholder and the consummation by such Stockholder of the transactions contemplated by this Agreement have been duly authorized by all necessary action (including any consultation, approval or other action by or with any other person). This Agreement has been duly executed and delivered by such Stockholder and constitutes a valid and binding obligation of such Stockholder, enforceable against such Stockholder in accordance with its terms. The execution and delivery of this Agreement does not, and the consummation of the transactions contemplated by this Agreement and compliance with the provisions of this Agreement will not, conflict with, or result in any violation of, or default (with or without notice or lapse of time, or both) under, or give rise to a right of termination, cancellation or acceleration of any obligation which would result in the creation of any Encumbrance upon any of the Shares owned by such Stockholder under, any provision of Stockholder's charter documents (if applicable), applicable law or regulation or of any agreement, judgment, injunction, order, decree, or other instrument binding on such Stockholder or any Shares owned by such Stockholder. No consent, approval, order or authorization of, or registration, declaration or filing with or exemption by any Governmental Entity is required by or with respect to such Stockholder in connection with the execution and delivery of this Agreement by such Stockholder or the consummation by such Stockholder of the transactions contemplated by this Agreement, except for applicable requirements, if any, of Sections 13 and 16 of the Securities Exchange Act of 1934, as amended, and the rules and regulations thereunder. If this Agreement is being executed in a representative or fiduciary capacity, the person signing this Agreement has full power and authority to enter into and perform such Agreement. 3. TERMINATION This Agreement shall terminate and shall have no further force or effect as of the first to occur of (i) the Effective Time and (ii) such date and time as the Merger Agreement shall have been validly terminated pursuant to Article VII thereof. Notwithstanding any other provision hereof, this Agreement shall terminate in the event that the Merger Agreement is modified in a manner that is materially adverse to Stockholder without Stockholder's consent. 4. MISCELLANEOUS 4.1 Severability. If any term, provision, covenant or restriction of this Agreement is held by a court of competent jurisdiction to be invalid, void or unenforceable, then the remainder of the terms, provisions, covenants and restrictions of this Agreement shall remain in full force and effect and shall in no way be affected, impaired or invalidated. 4.2 Binding Effect and Assignment. This Agreement and all of the provisions hereof shall be binding upon and inure to the benefit of the parties hereto and their respective successors and permitted assigns, but, except as otherwise specifically provided herein, neither 4 5 this Agreement nor any of the rights, interests or obligations of the parties hereto may be assigned by either of the parties without prior written consent of the other. Any purported assignment in violation of this Section shall be void. 4.3 Amendments and Modification. This Agreement may not be modified, amended, altered or supplemented except upon the execution and delivery of a written agreement executed by the parties hereto. 4.4 Specific Performance; Injunctive Relief. The parties hereto acknowledge that Parent will be irreparably harmed and that there will be no adequate remedy at law for a violation of any of the covenants or agreements of Stockholder set forth herein. Therefore, it is agreed that, in addition to any other remedies that may be available to Parent upon any such violation, Parent shall have the right to enforce such covenants and agreements by specific performance, injunctive relief or by any other means available to Parent at law or in equity. 4.5 Notices. All notices and other communications hereunder shall be in writing and shall be deemed duly given upon delivery either by commercial delivery service, or sent via facsimile (receipt confirmed) to the parties at the following address or facsimile numbers (or at such other address or facsimile numbers for a party as shall be specified by like notice): If to Parent: Neoforma.com, Inc. 3255-7 Scott Boulevard Santa Clara, California 95054 Attn: Chief Financial Officer Facsimile: (408) 549-6211 with a copy to: Fenwick & West LLP Two Palo Alto Square Palo Alto, California 94306 Attn: Gordon K. Davidson Douglas N. Cogen Facsimile: (650) 494-1417 If to Stockholder, to the address for notice set forth on the last page hereof. Any party hereto may by notice so given provide and change its address for future notices hereunder. Notice shall conclusively be deemed to have been given when personally delivered or when deposited in the mail in the manner set forth above. 5 6 4.6 Governing Law. This Agreement shall be governed by and construed exclusively in accordance with the laws of the State of Delaware, excluding that body of law relating to conflict of laws. 4.7 Entire Agreement. This Agreement and the Merger Agreement constitute and contains the entire agreement and understanding of the parties with respect to the subject matter hereof and supersede any and all prior negotiations, correspondence, agreements, understandings, duties or obligations between the parties respecting the subject matter hereof. 4.8 Counterparts. This Agreement may be executed in counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. 4.9 Captions. The captions to sections of this Agreement have been inserted for identification and reference purposes only and shall not be used to construe or interpret this Agreement. * * * * * 6 7 IN WITNESS WHEREOF, the parties hereto have caused this Company Voting Agreement to be executed by their duly authorized respective officers as of the date first above written. NEOFORMA.COM, INC. By: -------------------------------- Name: Title: STOCKHOLDER: ------------------------------------ By: -------------------------------- Name: Title: Stockholder's Address for Notice: ------------------------------------ ------------------------------------ ------------------------------------ Outstanding shares of Company capital stock beneficially owned by Stockholder: ------------------------ 7 8 EXHIBIT I IRREVOCABLE PROXY The undersigned stockholder (the "STOCKHOLDER") of Eclipsys Corporation, a Delaware corporation (the "Company"), hereby irrevocably appoints and constitutes the members of the Board of Directors of Neoforma.com, Inc., a Delaware corporation ("PARENT"), and each such Board member (collectively the "PROXYHOLDERS"), the agents, attorneys and proxies of the undersigned, with full power of substitution and resubstitution, to the full extent of the undersigned's rights with respect to the shares of capital stock of Company which are listed below (the "SHARES"), and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof and prior to the date this proxy terminates, to vote the Shares as follows: the agents and proxies named above are empowered at any time prior to termination of this proxy to exercise all voting and other rights (including, without limitation, the power to execute and deliver written consents with respect to the Shares) of the undersigned at every annual, special or adjourned meeting of Company stockholders, and in every written consent in lieu of such a meeting, or otherwise, (i) in favor of adoption of the Agreement and Plan of Merger (the "MERGER AGREEMENT") among Parent, NeoIII Acquisition Corp. ("MERGER SUB") and Company in the form entered into on the date hereof, and the approval of the merger of Merger Sub with and into Company (the "MERGER"), and (ii) against approval of any proposal made in opposition to or in competition with consummation of the Merger, including, without limitation, any Acquisition Proposal or Superior Offer (each as defined in the Merger Agreement) or any action or agreement that would result in a breach in any respect of any covenant, representation or warranty or any other obligation or agreement of Company under the Merger Agreement or of the Stockholder under the Company Voting Agreement between Parent and Stockholder (the "VOTING AGREEMENT"). The Proxyholders may not exercise this proxy on any other matter. The Stockholder may vote the Shares on all such other matters. The proxy granted by the Stockholder to the Proxyholders hereby is granted as of the date of this Irrevocable Proxy in order to secure the obligations of the Stockholder set forth in Section 1 of the Voting Agreement, and is irrevocable and coupled with an interest in such obligations and in the interests in Company to be purchased and sold pursuant to the Merger Agreement. This proxy will terminate upon the termination of the Voting Agreement in accordance with its terms. Upon the execution hereof, all prior proxies given by the undersigned with respect to the Shares and any and all other shares or securities issued or issuable in respect thereof on or after the date hereof are hereby revoked and no subsequent proxies will be given until such time as this proxy shall be terminated in accordance with its terms. Any obligation of the undersigned hereunder shall be binding upon the successors and assigns of the undersigned. The undersigned stockholder authorizes the Proxyholders to file this proxy and any substitution or revocation of substitution with the Secretary of the Company and with any Inspector of Elections at any meeting of the stockholders of the Company. This proxy is irrevocable and shall survive the insolvency, incapacity, death or liquidation of the undersigned. Dated: March 30, 2000. Stockholder: ----------------------------------- By: -------------------------------------------- ------------------------------------------------ Name and Title Shares of Company capital stock beneficially owned: --------------- 8 -----END PRIVACY-ENHANCED MESSAGE-----