-----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, N1qZI93zvzha4Y0HNcSQlzYnpFoytgzEJgG+ne60f2UzwZ/YVSTqDnky+gnhINxs TZ+TfofXThVMFVtwj7iv3A== 0001104659-06-013578.txt : 20060302 0001104659-06-013578.hdr.sgml : 20060302 20060302170939 ACCESSION NUMBER: 0001104659-06-013578 CONFORMED SUBMISSION TYPE: SC 13D/A PUBLIC DOCUMENT COUNT: 2 FILED AS OF DATE: 20060302 DATE AS OF CHANGE: 20060302 GROUP MEMBERS: IDX INVESTMENT CORPORATION GROUP MEMBERS: IDX SYSTEMS CORPORATION SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: ALLSCRIPTS HEALTHCARE SOLUTIONS INC CENTRAL INDEX KEY: 0001124804 STANDARD INDUSTRIAL CLASSIFICATION: WHOLESALE-DRUGS PROPRIETARIES & DRUGGISTS' SUNDRIES [5122] IRS NUMBER: 364372754 STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D/A SEC ACT: 1934 Act SEC FILE NUMBER: 005-60145 FILM NUMBER: 06660760 BUSINESS ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: SUITE 2024 CITY: CHICAGO STATE: IL ZIP: 60654 BUSINESS PHONE: 3124640764 MAIL ADDRESS: STREET 1: 222 MERCHANDISE MART PLAZA STREET 2: SUITE 2024 CITY: CHICAGO STATE: IL ZIP: 60654 FORMER COMPANY: FORMER CONFORMED NAME: ALLSCRIPTS HOLDING INC DATE OF NAME CHANGE: 20000925 FILED BY: COMPANY DATA: COMPANY CONFORMED NAME: GENERAL ELECTRIC CO CENTRAL INDEX KEY: 0000040545 STANDARD INDUSTRIAL CLASSIFICATION: ELECTRONIC & OTHER ELECTRICAL EQUIPMENT (NO COMPUTER EQUIP) [3600] IRS NUMBER: 140689340 STATE OF INCORPORATION: NY FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: SC 13D/A BUSINESS ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 BUSINESS PHONE: 203-373-2211 MAIL ADDRESS: STREET 1: 3135 EASTON TURNPIKE STREET 2: W3M CITY: FAIRFIELD STATE: CT ZIP: 06828 SC 13D/A 1 a06-6056_1sc13da.htm AMENDMENT

 

 

UNITED STATES

 

 

SECURITIES AND EXCHANGE
COMMISSION

 

 

Washington, D.C. 20549

 

 

SCHEDULE 13D/A

 

Under the Securities Exchange Act of 1934
(Amendment No. 5)*

Allscripts Healthcare Solutions, Inc.

(Name of Issuer)

 

Common Stock, par value $0.01 per share

(Title of Class of Securities)

 

01988P 10 8

(CUSIP Number)

 

Michael McAlevey
General Electric Company
3135 Easton Turnpike
Fairfield, CT 06828
(203) 373-2967

A. Peter Harwich
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York  10020
(212) 610-6300

 

(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications)

 

February 21, 2006

(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 §§240.13d-1(e), 240.13d-1(f) or 240.13d-1(g), check the following box. o

Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See §240.13d-7 for other parties to whom copies are to be sent.

* 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 ("Act") 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).

 



 

CUSIP No.   01988P 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

General Electric Company

14-0689340

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of New York

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
627

 

8.

Shared Voting Power 
Common Stock: 7,077,138

 

9.

Sole Dispositive Power 
627

 

10.

Shared Dispositive Power 
Common Stock: 7,077,138

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,077,138

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 17.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

2



 

CUSIP No.   01988P 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

IDX Systems Corporation

03-0222230

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Vermont

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Common Stock: 7,077,138

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Common Stock: 7,077,138

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,077,138

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 17.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

 

 

 

3



 

CUSIP No.   01988P 10 8

 

 

1.

Names of Reporting Persons. I.R.S. Identification Nos. of above persons (entities only)

IDX Investment Corporation

03-0349421

 

 

2.

Check the Appropriate Box if a Member of a Group (See Instructions)

 

 

(a)

 o

 

 

(b)

 o

 

 

3.

SEC Use Only

 

 

4.

Source of Funds (See Instructions)
N/A

 

 

5.

Check if Disclosure of Legal Proceedings Is Required Pursuant to Items 2(d) or 2(e)     o

 

 

6.

Citizenship or Place of Organization
State of Vermont

 

Number of
Shares
Beneficially
Owned by
Each
Reporting
Person With

7.

Sole Voting Power
0

 

8.

Shared Voting Power 
Common Stock: 7,077,138

 

9.

Sole Dispositive Power 
0

 

10.

Shared Dispositive Power 
Common Stock: 7,077,138

 

 

11.

Aggregate Amount Beneficially Owned by Each Reporting Person 
Common Stock: 7,077,138

 

 

12.

Check if the Aggregate Amount in Row (11) Excludes Certain Shares (See Instructions)   o

 

 

13.

Percent of Class Represented by Amount in Row (11) 
Common Stock: 17.3%

 

 

14.

Type of Reporting Person (See Instructions)
CO

4



 

This statement to Schedule 13D (this Statement) relates to a Schedule 13D filed on behalf of IDX System Corporation, a Vermont corporation (IDX), with the Securities and Exchange Commission (the SEC) on January 18, 2001 (the Original Schedule 13D), with respect to the Common Stock, par value $0.01 per share, of Allscripts Healthcare Solutions, Inc., a Delaware corporation (the Company), as amended by amendments to the Original Schedule 13D filed on March 20, 2002, February 28, 2005 and July 13, 2005, in each case, on behalf of IDX and IDX Investment Corporation, a Vermont corporation and wholly-owned subsidiary of IDX (IIC), and Amendment No. 4 filed on January 27, 2006 (Amendment No.4), on behalf of General Electric Company, a New York corporation (General Electric), IDX and IIC (collectively, the Reporting Persons). As disclosed in Item 2 of Amendment No. 4,  IDX and IIC became wholly-owned subsidiaries of General Electric on January 4, 2006 as a result of an Agreement and Plan of Merger dated as of September 28, 2005, by and among General Electric, Igloo Acquisition Corporation, a Delaware corporation and a wholly-owned subsidiary of General Electric, and IDX (the IDX Merger).

 

Item 4 is hereby amended as follows:

 

ITEM 4.          PURPOSE OF THE TRANSACTION

 

On January 8, 2001, pursuant to an Agreement and Plan of Merger (the Channelhealth Merger Agreement) dated as of July 13, 2000, by and among the Company, Allscripts, Inc., Bursar Acquisition, Inc., Bursar Acquisition No. 2, Inc., Channelhealth Incorporated (Channelhealth) and IDX (a majority stockholder of Channelhealth), Bursar Acquisition No. 2, Inc., a wholly owned subsidiary of the Company, merged with and into Channelhealth (the Channelhealth Merger). Channelhealth became a wholly owned subsidiary of the Company and shares of Channelhealth capital stock were exchanged for shares of Common Stock of the Company in accordance with the Channelhealth Merger Agreement.

 

On January 10, 2002, pursuant to the terms of a Joinder Agreement dated as of September 30, 2001 by and among the Company, IDX and IIC, IDX had recorded on the books and records of the Company’s transfer agent the transfer of all the shares of Common Stock owned by IDX (7,497,838 shares) to IIC.

 

On June 13, 2002, IIC sold 4,000 shares of Common Stock of the Company at $4.15 per share. On June 14, 2002, IIC sold 6,400 shares of Common Stock of the Company at $4.06 per share. On June 17, 2002, IIC sold 3,900 shares of Common Stock of the Company at $4.06 per share.

 

On June 16, 2004, IIC sold 12,500 shares of Common Stock of the Company at $7.934 per share. On June 17, 2004, IIC sold 25,000 shares of Common Stock of the Company at $8.1143 per share. On June 18, 2004, IIC sold 50,000 shares of Common Stock of the Company at $8.1455 per share. On June 21, 2004, IIC sold 37,500 shares of Common Stock of the Company at $8.1620 per share. On September 28, 2004, IIC sold 29,000 shares of Common Stock of the Company at $8.5958 per share. On November 15, 2004, IIC sold 53,000 shares of Common Stock of the Company at $9.4906 per share.

 

On February 17, 2005, IIC sold 22,700 shares of Common Stock of the Company at $11.0123 per share.

 

On March 11, 2005, IIC sold 17,200 shares of Common Stock of the Company at $14.6281 per share. On May 11, 2005, IIC sold 39,000 shares of Common Stock of the Company at $12.7986 per share. On June 21, 2005, IIC sold 31,000 shares of Common Stock of the Company at $16.1514 per share. On June 30, 2005, IIC sold 89,500 shares of Common Stock of the Company at $16.8199 per share.

 

5



 

As a result of the IDX Merger, IDX and IIC became wholly-owned subsidiaries of General Electric on January 4, 2006.  Prior to the IDX Merger, GE Healthcare Financial Services, a unit of General Electric, had acquitted 627 shares of the Common Stock of the Company.

 

At the time of the IDX Merger, IDX and the Company were party to that certain Strategic Alliance Agreement, dated as of January 8, 2001. Following the IDX Merger, the Reporting Persons entered into an Amended and Restated Strategic Alliance Agreement dated as of January 18, 2006 (the Amended SAA).

 

On February 15, 2006, the Company announced its intention to offer 7,300,000 shares of its Common Stock (the Offering), pursuant to a preliminary prospectus supplement filed with the SEC on February 15, 2006 under the Company’s shelf registration statement. On February 21, 2006, the Reporting Persons entered into a Purchase Agreement (the Purchase Agreement) with the Company pursuant to which the Company agreed to repurchase 1,250,000 shares of its Common Stock owned by the Reporting Persons at a price per share equal to 95% of the public offering price per share in the Offering (which is the net price per share that the Company expects to receive in the Offering). Based on the public offering price of $17.75 per share disclosed by the Company in its Final Prospectus Supplement filed with the SEC on February 24, 2006 (the Prospectus Supplement), the Company will repurchase these 1,250,000 shares from the Reporting Persons at a price equal to $16.86 per share, for a total purchase price of approximately $21.1 million. The closing of this repurchase is contingent on the closing of the Offering. Under the terms of the Purchase Agreement, the Reporting Persons have agreed to not sell any of their remaining shares of the Company’s Common Stock until April 24, 2006 (60 days from the date of the Prospectus Supplement), subject to certain exceptions. After completion of the Offering and the repurchase by the Company pursuant to the Purchase Agreement, the Reporting Persons will beneficially own 5,827,765 shares of the Company’s Common Stock or approximately 12.4% of such then outstanding shares (based on 46,998,000 shares of the Company’s Common Stock that the Company expects to be outstanding after the Offering according to the Prospectus Supplement).

 

The foregoing description of the Purchase Agreement is qualified in its entirety by reference to the Purchase Agreement, which is filed as Exhibit 99.3 to this Statement.

 

Certain restrictions on the disposition of shares of Common Stock of the Company contained in the Stock Rights and Restrictions Agreement (defined in Item 6 below) expired on January 8, 2006. Accordingly, subject to the 60-day sales restriction, each of General Electric, IDX and IIC reserves the right to dispose of the remaining shares of Common Stock of the Company in accordance with the Stock Rights and Restrictions Agreement.

 

Item 5 is hereby amended as follows:

 

ITEM 5.          INTEREST IN SECURITIES OF THE ISSUER.

 

(a) - (b)  General Electric, IDX and IIC are beneficial owners of 7,077,138 shares of the Company’s Common Stock and General Electric is, in addition, a beneficial owner of another 627 shares of the Company’s Common Stock, which represents, in the aggregate, approximately 17.3% of the outstanding shares of Common Stock of the Company. 7,077,138 of these shares are owned directly by IIC, a wholly-owned subsidiary of IDX, which became a wholly-owned subsidiary of General Electric on January 4, 2006 as a result of the IDX Merger. General Electric and IDX are therefore indirect beneficial owners of 7,077,138 of these shares and have shared power to vote or to direct the vote, and shared power to dispose or to direct the disposition of, such shares. GE Healthcare Financial Services, a unit of General Electric, owns 627 shares of the Company’s Common Stock and, as a result, General Electric has sole power to vote or to direct the vote, and sole power to dispose or to direct the disposition of, those shares. The beneficial ownership percentage amount reported above is based upon 40,873,047 shares of Common

 

6



 

Stock of the Company issued and outstanding as of December 31, 2005, as reported by the Company in the Prospectus Supplement.

 

(c) Except as described above in Items 4 and 5, which are incorporated herein by reference, none of the Reporting Persons has effected any transactions in shares of Common Stock of the Company during the past 60 days.

 

(d) None.

 

(e) Not applicable.

 

Item 6 is hereby amended as follows:

 

ITEM 6.                  CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF ISSUER

 

In connection with the Channelhealth Merger, IDX and the Company entered into a Stock Rights and Restriction Agreement, dated as of January 8, 2001 (the Stock Rights and Restriction Agreement), pursuant to which the shares of Common Stock are subject to certain restrictions. On September 30, 2001 the Company, IDX and IIC entered into a Joinder (the Joinder), pursuant to which IIC was added as a party to, and became bound by the terms of, the Stock Rights and Restrictions Agreement.

 

Pursuant to the Stock Rights and Restrictions Agreement, the Reporting Persons have complete discretion to vote the shares of Common Stock of the Company, unless the matter to be voted on  constitutes a business combination, involves the acquisition of 50% or more of the outstanding stock of the Company, involves the issuance of Common Stock by the Company for cash or involves any acquisition by the Company, in which cases the Reporting Persons have agreed to vote the shares of Common Stock in accordance with the recommendation of the directors of the Company who were directors of the Company prior to January 8, 2001 (or who were elected by such directors); provided, however, that the voting restriction will not apply in any event if the average closing price of the Common Stock for the 90 days prior to the date of such vote is less than $14.5625 (as may be adjusted pursuant to the terms thereof) and the Reporting Persons are not in default under the Merger Agreement or any agreement executed in connection therewith.

 

Also, pursuant to the Stock Rights and Restrictions Agreement, the Reporting Persons have agreed not to transfer any of the shares of Common Stock of the Company without the prior written consent of a majority of the directors of the Company who were directors of the Company prior to January 8, 2001 (or who were elected by such directors), except under certain limited circumstances set forth in the Stock Rights and Restrictions Agreement. Certain such restrictions on transfer expired on January 8, 2006, and each of GE, IDX and IIC reserves the right to dispose of the shares of Common Stock of the Company in accordance with the Stock Rights and Restrictions Agreement.

 

Pursuant to the Stock Rights and Restrictions Agreement, so long as the Reporting Persons own 25% of the shares of Common Stock of the Company which it owned immediately following the Merger, the Reporting Persons are entitled to designate one individual to the Company’s board of directors. The Reporting Persons’ initial designee to the Company’s board was Mr. Richard E. Tarrant. Mr. Tarrant also executed the Stock Rights and Restrictions Agreement, in his individual capacity, for the purpose of agreeing not to transfer any shares of Common Stock of the Company owned by him for a period of six months following the effectiveness of the Merger. Mr. Tarrant resigned from the board of directors of the Company on June 6, 2003.

 

As more fully described in Item 4 above, which is incorporated herein by reference in its entirety, on February 21, 2006, the Reporting Persons entered into the Purchase Agreement with the Company

 

7



 

pursuant to which the Company agreed to repurchase 1,250,000 shares of its Common Stock from the Reporting Persons and the Reporting Persons agreed not to dispose of any of their remaining shares of the Company’s Common Stock until April 24, 2006, subject to certain exceptions.

 

Notwithstanding the execution of the Amended SAA and the Purchase Agreement (as defined in Item 4 above), the Stock Rights and Restrictions Agreement remains in full force and effect in accordance with its terms.

 

The foregoing descriptions of the Stock Rights and Restrictions Agreement, the Joinder and the Purchase Agreement are qualified in their entirety by reference to such agreements, which are filed as Exhibits 99.1, 99.2 and 99.3 to this Statement.

 

ITEM 7.          MATERIAL TO BE FILED AS EXHIBITS

 

Exhibit No.

 

Description

 

 

 

99.1*

 

Stock Rights and Restrictions Agreement, dated as of January 8, 2001, by and between Allscripts Healthcare Solutions, Inc. and IDX Systems Corporation.

 

 

 

99.2*

 

Joinder, dated as of September 30, 2001, by and among Allscripts Healthcare Solutions, Inc., IDX Systems Corporation and IDX Investment Corporation.

 

 

 

99.3

 

Purchase Agreement, dated as of February 21, 2006, by and among Allscripts Healthcare Solutions, Inc., General Electric Company, IDX Systems Corporation and IDX Investment Corporation.

 

 

 

A

 

Joint Filing Statement


 

* Incorporated by reference to Amendment No. 1 to the Original Schedule 13D filed with the SEC on March 20, 2002.

 

8



 

SIGNATURE

 

After reasonable inquiry and to the best knowledge and belief of the undersigned, the undersigned hereby certify as of March 2, 2006 that the information set forth in this statement is true, complete and correct.

 

 

 

 

 

General Electric Company

 

 

 

 

 

By:

 

/s/ Michael McAlevey

 

 

 

Name: Michael McAlevey

 

 

 

Title: Associate Secretary

 

 

 

 

 

 

 

IDX Systems Corporation

 

 

 

 

 

 

 

By:

 

/s/ Vishal K. Wanchoo

 

 

 

Name: Vishal K. Wanchoo

 

 

 

Title: President

 

 

 

 

 

 

 

IDX Investment Corporation

 

 

 

 

 

By:

 

/s/ Vishal K. Wanchoo

 

 

 

Name: Vishal K. Wanchoo

 

 

 

Title: President

 

9



 

EXHIBIT A

 

JOINT FILING STATEMENT

 

We, the undersigned, hereby express our agreement that the attached Amendment No.5 to Schedule 13D is hereby filed on behalf of each of us.

 

Dated:    March 2, 2006

 

 

 

General Electric Company

 

 

 

 

 

By:

 

/s/ Michael McAlevey

 

 

 

Name: Michael McAlevey

 

 

 

Title: Associate Secretary

 

 

 

 

 

IDX Systems Corporation

 

 

 

 

 

 

 

By:

 

/s/ Vishal K. Wanchoo

 

 

 

Name: Vishal K. Wanchoo

 

 

 

Title: President

 

 

 

 

 

 

 

IDX Investment Corporation

 

 

 

 

 

By:

 

/s/ Vishal K. Wanchoo

 

 

 

Name: Vishal K. Wanchoo

 

 

 

Title: President

 

 

 

10


 

EX-99.3 2 a06-6056_1ex99d3.htm EXHIBIT 99

Exhibit 99.3

 

PURCHASE AGREEMENT

 

Purchase Agreement dated as of February 21, 2006 (the “Agreement”) among Allscripts Healthcare Solutions, Inc., a Delaware corporation (“Allscripts”), General Electric Corporation, a New York corporation (“GE”), IDX Systems Corporation, a Vermont corporation (“IDX”), and IDX Investment Corporation, a Vermont corporation (“IIC” and, together with GE and IDX, the “GE Entities”).

 

WHEREAS, Allscripts and IDX have heretofore entered into the Stock Rights and Restrictions Agreement dated as of January 8, 2001 (the “SRR Agreement”);

 

WHEREAS, pursuant to an Agreement and Plan of Merger dated as of September 28, 2005, a wholly-owned subsidiary of GE merged into IDX whereby IDX became a wholly-owned subsidiary of GE;

 

WHEREAS, IIC, a wholly-owned subsidiary of IDX, owns 7,077,138 shares of common stock of Allscripts (the “Common Stock”);

 

WHEREAS, on February 15, 2006 Allscripts announced that it intends to offer shares of its Common Stock in a public offering (the “Offering”) pursuant to a prospectus supplement filed with the Securities and Exchange Commission on February 15, 2006, as it may be amended or supplemented; and

 

WHEREAS, in connection with the Offering, the parties have agreed that it is in their best interest to enter into the transactions contemplated hereby;

 

NOW, THEREFORE, in consideration of the premises and the mutual covenants contained herein, and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties hereto agree as follows:

 

1. Purchase and Sale.

 

On the basis of the representations and warranties contained in, and subject to the terms and conditions of, this Agreement, the GE Entities agree to sell and deliver 1,250,000 shares of Common Stock (the “Shares”) to Allscripts, and Allscripts agrees to purchase and accept the Shares at the Closing (as hereinafter defined). The purchase price of each Share shall be 95% of the public offering price per share of Common Stock in the Offering.

 

The closing of the purchase and sale of the Shares hereunder (the “Closing”) shall take place on the date of the closing of the Offering, after satisfaction or waiver of the conditions set forth in paragraph 2, or at such other time as shall be determined by agreement among the parties.

 

At the Closing, the GE Entities shall deliver or cause to be delivered to the Company stock certificates representing the Shares duly endorsed in blank, or accompanied by stock powers duly executed in blank, with all required documentary or transfer tax stamps, if any, affixed.

 



 

2. Conditions; Termination.

 

(a) The obligations of the parties to effect the transactions contemplated hereby shall be subject to the fulfillment, on or prior to the Closing, of the following conditions:

 

(i) the Offering shall have been consummated; and

 

(ii) no temporary restraining order, preliminary or permanent injunction or other judgment, decision or order issued by any governmental authority of competent jurisdiction shall be in effect preventing the consummation of the transactions contemplated hereby.

 

(b) This Agreement may be terminated and the transactions contemplated hereby may be abandoned at any time prior to the Closing:

 

(i) by the mutual written consent of Allscripts and GE;

 

(ii) by either Allscripts or GE by written notice to the other parties if the Closing shall not have occurred on or prior to March 15, 2006; or

 

(iii) by Allscripts if there shall have been a material breach by the GE Entities of their representations, warranties, covenants or agreements contained in this Agreement.

 

3. Lock-Up Agreement.

 

For a period commencing on the date hereof and ending on the 60th day after the date of the pricing of the Offering (the “Lock-Up Period”), the GE Entities agree not to, directly or indirectly, (1) offer for sale, sell, pledge or otherwise dispose of (or enter into any transaction or device that is designed to, or could be expected to, result in the disposition by any person at any time in the future of) any shares of Common Stock or securities convertible into or exchangeable for Common Stock, or sell or grant options, rights or warrants with respect to any shares of Common Stock or securities convertible into or exchangeable for Common Stock, (2) enter into any swap or other derivatives transaction that transfers to another, in whole or in part, any of the economic benefits or risks of ownership of such shares of Common Stock, whether any such transaction described in clause (1) or (2) above is to be settled by delivery of Common Stock or other securities, in cash or otherwise, (3) cause to be filed a registration statement, including any amendments, with respect to the registration of any shares of Common Stock or securities convertible, exercisable or exchangeable into Common Stock or any other securities of the Company or (4) publicly disclose the intention to do any of the foregoing, in each case without the prior written consent of Allscripts. If at any time any party who has signed a lock-up agreement in connection with the Offering is released from such lock-up agreement by the underwriters with respect to all or a portion of such shares in connection with the sale of such shares, the GE Entities shall be released from the lock-up contemplated by this paragraph 3 with respect to the same number of shares.

 

4. Representations and Warranties.

 

The GE Entities hereby represent and warrant to Allscripts as follows:

 

2



 

As of the date hereof IIC is, and as of the Closing, IIC will be, the registered and beneficial holder of 7,077,138 shares of Common Stock, with good title to the Shares and full power and authority to sell, assign and transfer the Shares to Allscripts, free and clear of all liens, claims, restrictions, charges and encumbrances of any kind whatsoever and not subject to any adverse claim (collectively, “Encumbrances”). Upon sale and delivery of, and payment for, the Shares as provided herein at the Closing, IIC will convey to Allscripts good and valid title to the Shares free and clear of all Encumbrances. The Shares are not subject to any preemptive or similar rights.

 

5. Notice. All notices and other communications under this Agreement shall be in writing and shall be deemed given (i) when delivered personally by hand (with written confirmation of receipt), (ii) when sent by facsimile (with written confirmation of transmission) or (iii) one business day following the day sent by overnight courier (with written confirmation of receipt), in each case at the following addresses and facsimile numbers (or to such other address and facsimile number as a party may have specified by notice given to the other parties pursuant to this provision):

 

If to Allscripts:

Allscripts Healthcare Solutions, Inc.

222 Merchandise Mart Plaza

Chicago, IL 60654

Attention: President

Facsimile: (312) 506-1208

 

with a copy to: the General Counsel at the same address.

 

If to IDX:

 

IDX Systems Incorporated

1400 Shelburne Road

South Burlington, VT 05403

Attention: President

Facsimile: (802) 862-6351

 

with a copy to:

 

GE Healthcare

540 West Northwest Highway

Barrington, IL 60010-3076

Attention: General Counsel

Facsimile: (847) 277-5090

 

3



 

6. Miscellaneous.

 

(a)                                  This Agreement may be executed in several counterparts, each of which will be deemed an original, but all of which together will constitute one and the same instrument.

 

(b)                                 The GE Entities consent to the statements set forth in Exhibit A regarding this Agreement, it being understood that Allscripts will make these statements publicly.

 

(c)                                  The parties acknowledge and agree that the SRR Agreement remains in full force and effect.

 

(d)                                 Wherever possible, each provision hereof shall be interpreted in such manner as to be effective and valid under applicable law, but in case any one or more of the provisions contained herein shall, for any reason, be held to be invalid, illegal or unenforceable in any respect, such provision shall be ineffective to the extent, but only to the extent, of such invalidity, illegality or unenforceability without invalidating the remainder of such invalid, illegal or unenforceable provision or provisions or any other provisions hereof, unless such a construction would be unreasonable.

 

(e)                                  Except for the SRR Agreement, this Agreement constitutes the entire agreement, and supersedes all prior agreements, understandings and communications, whether oral or written, among the parties with respect to the sale of shares of Common Stock by the GE Entities. Any term of this Agreement may be amended or modified only by written agreement of the parties.

 

(f)                                    All of the terms and provisions of this Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns. All representations, warranties and covenants shall survive the Closing.

 

(g)                                 THIS AGREEMENT SHALL BE GOVERNED BY THE LAWS OF THE STATE OF DELAWARE WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS.

 

(h)                                 The parties shall be entitled to enforce their rights under this Agreement specifically, to recover damages by reason of any breach of any provision of this Agreement and to exercise all other rights existing in their favor. The parties agree and acknowledge that money damages would not be an adequate remedy for any breach of the provisions of this Agreement and that the parties, in their sole discretion, may apply to any court of law or equity of competent jurisdiction for specific performance and/or injunctive relief (without posting a bond or other security) in order to enforce or prevent any violation of the provisions of this Agreement.

 

4



 

(i)                                     Any term or provision of this Agreement may be waived, or the time for its performance may be extended, by the party or parties entitled to the benefit thereof. Any such waiver shall be validly and sufficiently authorized for the purposes of this Agreement if, as to any party, it is authorized in writing by an authorized representative of such party. The failure of any party hereto to enforce at any time any provision of this Agreement shall not be construed to be a waiver of such provision, nor in any way to affect the validity of this Agreement or any part hereof or the right of any party thereafter to enforce each and every such provision. No waiver of any breach of this Agreement shall be held to constitute a waiver of any other or subsequent breach.

 

5



 

IN WITNESS WHEREOF, this Agreement has been duly executed and delivered by the duly authorized officers of the parties hereto as of the date first above written.

 

 

 

 

ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.

 

 

 

By:

Brian Vandenberg

 

 

 

Name: Brian Vandenberg

 

 

Title: Vice President and General Counsel

 

 

 

 

GENERAL ELECTRIC COMPANY

 

 

 

By:

Michael A. Jones KBS

 

 

 

Name: Michael A. Jones

 

 

Title: EVP, Business Development

 

 

 

 

IDX SYSTEMS CORPORATION

 

 

 

By:

Michael A. Jones KBS

 

 

 

Name: Michael A. Jones

 

 

Title: EVP, Business Development

 

 

 

 

IDX INVESTMENT CORPORATION

 

 

 

By:

Michael A. Jones KBS

 

 

 

Name: Michael A. Jones

 

 

Title: EVP, Business Development

 

6


-----END PRIVACY-ENHANCED MESSAGE-----