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UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
SCHEDULE 13D/A
Under the Securities Exchange Act of 1934
(Amendment No. 6)*
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
Common Stock, $0.01 Par Value
(Title of Class of Securities)
01988P108
Thomas E. Kilroy, Esq.
Misys plc
One Kingdom Street
Paddington
London W2 6BL
United Kingdom
44 (0)20 3320 5000
A. Peter Harwich, Esq.
Allen & Overy LLP
1221 Avenue of the Americas
New York, New York 10020
United States of America
(212) 610-6300
(Name, Address and Telephone Number of Person Authorized to Receive Notices and Communications)
August 25, 2010
(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
Sections 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 Rule 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 persons initial filing on
this form with respect to the subject class of securities, and for any subsequent amendment
containing information which would alter dis-closures 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 purposes 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).
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1 |
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NAME OF REPORTING PERSON
MISYS PLC I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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24,319,428 1 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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24,319,428 1 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,319,428 1 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.7 2 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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CO |
1 19,005,621 after completion of the Additional Repurchase (as defined in the Fifth Amendment).
2 10.2 after completion of the Additional Repurchase.
2
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1 |
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NAME OF REPORTING PERSON
KAPITI LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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243,194 3 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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243,194 3 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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243,194 3 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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0.1 4 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
3 190,056 after completion of the Additional Repurchase.
4 0.1 after completion of the Additional Repurchase.
3
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1 |
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NAME OF REPORTING PERSON
ACT SIGMEX LIMITED I.R.S. IDENTIFICATION NO. OF ABOVE PERSON n/a |
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2 |
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (SEE INSTRUCTIONS)
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(a) o |
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(b) o |
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3 |
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SEC USE ONLY |
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4 |
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SOURCE OF FUNDS (SEE INSTRUCTIONS) |
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OO |
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5 |
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CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) OR 2(e) |
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o |
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6 |
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CITIZENSHIP OR PLACE OF ORGANIZATION |
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United Kingdom
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7 |
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SOLE VOTING POWER |
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NUMBER OF |
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SHARES |
8 |
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SHARED VOTING POWER |
BENEFICIALLY |
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OWNED BY |
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24,076,234 5 |
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EACH |
9 |
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SOLE DISPOSITIVE POWER |
REPORTING |
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PERSON |
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WITH |
10 |
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SHARED DISPOSITIVE POWER |
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24,076,234 5 |
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11 |
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AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON |
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24,076,234 5 |
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12 |
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CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES (SEE INSTRUCTIONS) |
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13 |
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PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) |
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12.6 6 |
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14 |
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TYPE OF REPORTING PERSON (SEE INSTRUCTIONS) |
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OO |
5 18,815,565 after completion of the Additional Repurchase.
6 10.1 after completion of the Additional Repurchase.
4
INTRODUCTORY STATEMENT
This Amendment No. 6 (this Amendment) amends the Schedule 13D initially filed on
October 20, 2008 (the Original Filing), as amended by Amendment No. 1 filed on February
11, 2009 (the First Amendment), Amendment No. 2 filed on February 26, 2010 (the
Second Amendment), Amendment No. 3 filed on June 10, 2010 (the Third
Amendment), Amendment No. 4 filed on July 27, 2010 (the Fourth Amendment) and
Amendment No. 5 filed on August 20, 2010 (the Fifth Amendment), each relating to the
common stock, par value $0.01, of Allscripts Healthcare Solutions, Inc. (formerly known as
Allscripts-Misys Healthcare Solutions, Inc.) (the Company). Information reported in the
Original Filing, as amended or superseded by information contained in the First Amendment, the
Second Amendment, the Third Amendment, the Fourth Amendment or the Fifth Amendment remains in
effect except to the extent that it is amended or superseded by information contained in this
Amendment.
ITEM 4. PURPOSE OF TRANSACTION
The disclosure in Item 4 of this Schedule 13D is hereby amended and supplemented by adding the
following statement after the final paragraph thereof:
On August 25, 2010, the Underwriters purchased 4,050,000 shares of Company common stock from
Kapiti Limited (Kapiti) and ACT Sigmex Limited (ACTS) pursuant to the
overallotment option provisions of the Underwriting Agreement described in the Fifth Amendment and
attached as Exhibit 99.19 thereto.
ITEM 5. INTEREST IN SECURITIES OF THE ISSUER
The disclosure in Item 5 of this Schedule 13D is hereby amended and supplemented by adding the
following statement after the final paragraph thereof:
On August 25, 2010, the Underwriters purchased 4,050,000 shares of Company common stock from
Kapiti and ACTS pursuant to the overallotment option provisions of the Underwriting Agreement
described in the Fifth Amendment and attached as Exhibit 99.19 thereto.
ITEM 6. CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE
ISSUER
The disclosure in Item 6 of this Schedule 13D is hereby amended and supplemented as
follows:
Following the closing of the transaction described in Item 5 above, subsidiaries of Misys plc
(Misys) hold an aggregate of 24,319,428 shares of Company common stock. As permitted
under the Underwriting Agreement, following completion of the Merger on August 24, 2010, Misys
exercised its right under the Framework Agreement to require the Company to effect the Additional
Repurchase (as defined in the Fifth Amendment). The closing of the Additional Repurchase is
expected to occur within five business days. After completion of the Additional Repurchase,
subsidiaries of Misys will hold an aggregate of 19,005,621 shares of Company common stock.
5
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.
Date: August 25, 2010
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MISYS PLC
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By: |
/s/ Sarah E.H. Brain
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Name: |
Sarah E.H. Brain |
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Title: |
Deputy Company Secretary |
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KAPITI LIMITED
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By: |
/s/ Nicholas Farrimond
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Name: |
Nicholas Farrimond |
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Title: |
Authorized signatory |
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ACT SIGMEX LIMITED
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By: |
/s/ Nicholas Farrimond
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Name: |
Nicholas Farrimond |
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Title: |
Authorized signatory |
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