-----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, JQDl+UZYfxK9S3NpKvOlvrTtmqqt73JAsRDwwZH236HRj6/w8I7nZn+JXKZwi5Nl OZTROnR9pxu+tQlujLTqiA== 0000950142-00-000322.txt : 20000410 0000950142-00-000322.hdr.sgml : 20000410 ACCESSION NUMBER: 0000950142-00-000322 CONFORMED SUBMISSION TYPE: SC 13D PUBLIC DOCUMENT COUNT: 5 FILED AS OF DATE: 20000407 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: 596530 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: GENERAL ATLANTIC PARTNERS LLC CENTRAL INDEX KEY: 0001017645 STANDARD INDUSTRIAL CLASSIFICATION: [] STATE OF INCORPORATION: DE FILING VALUES: FORM TYPE: SC 13D BUSINESS ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 BUSINESS PHONE: 2036223050 MAIL ADDRESS: STREET 1: 3 PICKWICK STREET 2: 3 PICKWICK PLAZA CITY: GREENWICH STATE: CT ZIP: 08330 SC 13D 1 SCHEDULE 13D ================================================================================ UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 ----------------------- SCHEDULE 13D Under the Securities Exchange Act of 1934 (Amendment No. 1) ----------------------- Eclipsys Corporation (Name of Issuer) Common Stock, par value $.01 per share (Title of Class of Securities) 278856109 (CUSIP Number) William E. Ford c/o General Atlantic Service Corporation 3 Pickwick Plaza Greenwich, Connecticut 06830 Tel. No.: (203) 629-8600 (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(e), 1(f) or 1(g), check the following box [ ]. Note: Schedules filed in paper format shall include a signed original and five copies of the schedule, including all exhibits. See Rule 13d-1(a) 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). ================================================================================ 278856109 Page 2 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners, LLC 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 6,818,309 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,818,309 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,818,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14 TYPE OF REPORTING PERSON OO 278856109 Page 3 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 28, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 6,818,309 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,818,309 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,818,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14 TYPE OF REPORTING PERSON PN 278856109 Page 4 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 38, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 6,818,309 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,818,309 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,818,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14 TYPE OF REPORTING PERSON PN 278856109 Page 5 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 47, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 6,818,309 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,818,309 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,818,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14 TYPE OF REPORTING PERSON PN 278856109 Page 6 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON General Atlantic Partners 48, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION Delaware 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 6,818,309 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,818,309 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,818,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14 TYPE OF REPORTING PERSON PN 278856109 Page 7 of 12 Pages 1 NAME OF REPORTING PERSON S.S. OR I.R.S. IDENTIFICATION NO. OF ABOVE PERSON GAP Coinvestment Partners, L.P. 2 CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP (A) [X] (B) [ ] 3 SEC USE ONLY 4 SOURCE OF FUNDS 00 5 CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDINGS IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e) [ ] 6 CITIZENSHIP OR PLACE OF ORGANIZATION New York 7 SOLE VOTING POWER NUMBER OF -0- SHARES BENEFICIALLY OWNED 8 SHARED VOTING POWER BY EACH REPORTING PERSON 6,818,309 WITH 9 SOLE DISPOSITIVE POWER -0- 10 SHARED DISPOSITIVE POWER 6,818,309 11 AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON 6,818,309 12 CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES [ ] 13 PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) 18.7% 14 TYPE OF REPORTING PERSON PN 278856109 Page 8 of 12 Pages Item 1. Security and Issuer. This Amendment No. 1 to Schedule 13D is filed by the undersigned to amend and supplement the Schedule 13D, dated as of August 21, 1998 (the "Original 13D") with respect to the shares of Common Stock, par value $.01 per share (the "Common Stock") of Eclipsys Corporation, a Delaware corporation (the "Company"). Capitalized terms used herein and not otherwise defined shall have the meanings set forth in the Original 13D. Item 2. Identity and Background. Item 2 is hereby amended and restated in its entirety as follows: This statement is being filed by a group, as defined in Rule 13d-5 of the General Rules and Regulations under the Securities Exchange Act of 1934, as amended. The members of the group are General Atlantic Partners, LLC, a Delaware limited liability company ("GAP"), General Atlantic Partners 28, L.P., a Delaware limited partnership ("GAP 28"), General Atlantic Partners 38, L.P., a Delaware limited partnership ("GAP 38"), General Atlantic Partners 47, L.P., a Delaware limited partnership ("GAP 47"), General Atlantic Partners 48, L.P., a Delaware limited partnership ("GAP 48"), and GAP Coinvestment Partners, L.P., a New York limited partnership ("GAPCO" and, collectively with GAP 28, GAP 38, GAP 47 and GAP 48, the "Reporting Persons"), all of which are located at 3 Pickwick Plaza, Greenwich, Connecticut 06830. Each of the Reporting Persons is engaged in acquiring, holding and disposing of interests in various companies for investment purposes. The general partner of each of GAP 28, GAP 38, GAP 47 and GAP 48 is GAP. The managing members of GAP are Steven A. Denning, Peter L. Bloom, 278856109 Page 9 of 12 Pages David C. Hodgson, William O. Grabe, William E. Ford, Clifton S. Robbins, Matthew Nimetz and Franchon M. Smithson (collectively, the "GAP Managing Members"). The GAP Managing Members are also the general partners of GAPCO. The business address of each of the GAP Managing Members is 3 Pickwick Plaza, Greenwich, Connecticut 06830, and the present principal occupation or employment of each of the GAP Managing Members is as a managing member of GAP. Each of the GAP Managing Members is a citizen of the United States. None of the Reporting Persons and none of the above individuals has, during the last five years, been (i) convicted in a criminal proceeding (excluding traffic violations or similar misdemeanors) or (ii) a party to a civil proceeding of a judicial or administrative body of competent jurisdiction or subject to any judgment, decree or final order finding any violation of federal or state securities laws or enjoining future violations of, or prohibiting or mandating activities subject to, such laws. Item 4. Purpose of Transaction. Item 4 is hereby amended and supplemented by the addition of the following: This statement is being filed as a result of the Reporting Persons entering into a Company Voting Agreement, dated as of March 30, 2000 (the "Voting Agreement"), with Neoforma.com, Inc. ("Neoforma") pursuant to which the Reporting Persons agreed to vote all of the shares of Common Stock beneficially owned by them in favor of the approval and adoption of the merger transaction, all as more fully described in Item 6, and against any proposal made in opposition to or in competition with such merger. 278856109 Page 10 of 12 Pages Item 6. Contracts, Arrangements, Understandings or Relationship with Respect to the Issuer. Item 6 is hereby amended and supplemented by the addition of the following: 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 ("NeoIII") and the Company, and subject to certain conditions, NeoIII shall be merged with and into the Company, with the Company continuing as the surviving corporation (the "Merger"). As a result of the Merger, each outstanding share of Common Stock, other than shares held by the Company or NeoIII, will be converted into the right to receive 1.344 of a share of Common Stock of Neoforma. As an inducement for Neoforma to enter into the Merger Agreement, the Reporting Persons entered into the Voting Agreement pursuant to which they agreed to vote all shares of Common Stock beneficially owned by them in favor of the approval and adoption of 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. Concurrently with the execution of the Voting Agreement, the Reporting Persons delivered to Neoforma an irrevocable proxy granting Neoforma the power to vote all of the shares of Common Stock beneficially held by them in favor of the approval and adoption of the Merger Agreement and the approval of the Merger and the 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 278856109 Page 11 of 12 Pages Superior Offer (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 the Company under the Merger Agreement. The Reporting Persons retain the power to vote the Common Stock on all other matters. Neoforma did not give additional consideration to the Reporting Persons in connection with the execution and delivery of the Voting Agreement and the Proxy. Item 7. Materials to be Filed as Exhibits. Exhibit 1: Agreement relating to the filing of joint acquisition statements as required by Rule 13d-1(k)(1) under the Securities Exchange Act of 1934, as amended. Exhibit 2: Company Voting Agreement between Neoforma and the Reporting Persons, dated as of March 30, 2000. Exhibit 3: Power of Attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In -Fact for GAP. Exhibit 4: Power of Attorney dated December 22, 1999 appointing Thomas J. Murphy Attorney-In-Fact for GAPCO. 278856109 Page 12 of 12 Pages SIGNATURES After reasonable inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct. Dated as of April 7, 2000 GENERAL ATLANTIC PARTNERS, LLC GENERAL ATLANTIC PARTNERS 47, L.P. By: General Atlantic Partners, LLC, By: /s/ Thomas J. Murphy Its general partner -------------------- Name: Thomas J. Murphy By: /s/ Thomas J. Murphy Title: Attorney-In-Fact -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 28, L.P. GENERAL ATLANTIC PARTNERS 48, L.P. By: General Atlantic Partners, LLC, By: General Atlantic Partners, LLC, Its general partner Its general partner By: /s/ Thomas J. Murphy By: /s/ Thomas J. Murphy -------------------- -------------------- Name: Thomas J. Murphy Name: Thomas J. Murphy Title: Attorney-In-Fact Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 38, L.P. GAP COINVESTMENT PARTNERS, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- By: /s/ Thomas J. Murphy Name: Thomas J. Murphy -------------------- Title: Attorney-In-Fact Name: Thomas J. Murphy Title: Attorney-In-Fact EX-1 2 EXHIBIT 1 EXHIBIT 1 to SCHEDULE 13D JOINT ACQUISITION STATEMENT PURSUANT TO RULE 13D-(k)(1) The undersigned acknowledge and agree that the foregoing statement on Schedule 13D is filed on behalf of each of the undersigned and that all subsequent amendments to this statement on Schedule 13D shall be filed on behalf of each of the undersigned without the necessity of filing additional joint acquisition statements. The undersigned acknowledge that each shall be responsible for the timely filing of such amendments, and for the completeness and accuracy of the information concerning him, her or it contained herein, but shall not be responsible for the completeness and accuracy of the information concerning the other entities or persons, except to the extent that he, she or it knows or has reason to believe that such information is accurate. Dated: April 7, 2000 GENERAL ATLANTIC PARTNERS, LLC GENERAL ATLANTIC PARTNERS 47, L.P. By: General Atlantic Partners, LLC, By: /s/ Thomas J. Murphy Its general partner -------------------- Name: Thomas J. Murphy By: /s/ Thomas J. Murphy Title: Attorney-In-Fact -------------------- Name: Thomas J. Murphy Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 28, L.P. GENERAL ATLANTIC PARTNERS 48, L.P. By: General Atlantic Partners, LLC, By: General Atlantic Partners, LLC, Its general partner Its general partner By: /s/ Thomas J. Murphy By: /s/ Thomas J. Murphy -------------------- -------------------- Name: Thomas J. Murphy Name: Thomas J. Murphy Title: Attorney-In-Fact Title: Attorney-In-Fact GENERAL ATLANTIC PARTNERS 38, L.P. GAP COINVESTMENT PARTNERS, L.P. By: General Atlantic Partners, LLC, Its general partner By: /s/ Thomas J. Murphy -------------------- By: /s/ Thomas J. Murphy Name: Thomas J. Murphy -------------------- Title: Attorney-In-Fact Name: Thomas J. Murphy Title: Attorney-In-Fact EX-2 3 EXHIBIT 2 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 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 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 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 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 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 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 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: /s/ Fred Ruegsegger ------------------- Name: Fred Ruegsegger Title: Chief Financial Officer STOCKHOLDER: /s/ GAP Coinvestment Partners, L.P. ----------------------------------- By: /s/ Matthew Nimetz ------------------ Name: Matthew Nimetz Title: General Partner Stockholder's Address for Notice: GAP Coinvestment Partners, L.P. ------------------------------------ attn: Thomas J. Murphy ------------------------------------ 3 Pickwick Plaza ------------------------------------ Greenwich, CT 06830 ------------------------------------ Outstanding shares of Company capital stock beneficially owned by Stockholder: 1,114,744 ---------------------- STOCKHOLDER: /s/ General Atlantic Partners 48, L.P. By: General Atlantic Partners, LLC, its general partner -------------------------------------- By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: Managing Member Stockholder's Address for Notice: General Atlantic Partners 48, L.P. ------------------------------------ attn: Thomas J. Murphy ------------------------------------ 3 Pickwick Plaza ------------------------------------ Greenwich, CT 06830 ------------------------------------ Outstanding shares of Company capital stock beneficially owned by Stockholder: 403,883 ---------------------- 7 STOCKHOLDER: /s/ General Atlantic Partners 47, L.P. By: General Atlantic Partners, LLC, its general partner -------------------------------------- By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: Managing Member Stockholder's Address for Notice: General Atlantic Partners 47, L.P. ------------------------------------ attn: Thomas J. Murphy ------------------------------------ 3 Pickwick Plaza ------------------------------------ Greenwich, CT 06830 ------------------------------------ Outstanding shares of Company capital stock beneficially owned by Stockholder: 504,674 ---------------------- STOCKHOLDER: /s/ General Atlantic Partners 38, L.P. By: General Atlantic Partners, LLC, its general partner -------------------------------------- By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: Managing Member Stockholder's Address for Notice: General Atlantic Partners 38, L.P. ------------------------------------ attn: Thomas J. Murphy ------------------------------------ 3 Pickwick Plaza ------------------------------------ Greenwich, CT 06830 ------------------------------------ Outstanding shares of Company capital stock beneficially owned by Stockholder: 3,708,594 ---------------------- STOCKHOLDER: /s/ General Atlantic Partners 28, L.P. By: General Atlantic Partners, LLC, its general partner -------------------------------------- By: /s/ Matthew Nimetz ---------------------- Name: Matthew Nimetz Title: Managing Member Stockholder's Address for Notice: General Atlantic Partners 28, L.P. ------------------------------------ attn: Thomas J. Murphy ------------------------------------ 3 Pickwick Plaza ------------------------------------ Greenwich, CT 06830 ------------------------------------ Outstanding shares of Company capital stock beneficially owned by Stockholder: 1,052,661 ---------------------- 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: /s/ GAP Coinvestment Partners, L.P. ------------------------------------------------ By: /s/ Matthew Nimetz ---------------------- Matthew Nimetz, General Partner ------------------------------- Name and Title Shares of Company capital stock beneficially owned: 1,114,744 9 Stockholder: /s/ General Atlantic Partners 48, L.P. By: General Atlantic Partners, LLC, its general partner ------------------------------------------------------- By: /s/ Matthew Nimetz ---------------------- Matthew Nimetz, Managing Member ------------------------------- Name and Title Shares of Company capital stock beneficially owned: 403,883 Stockholder: /s/ General Atlantic Partners 47, L.P. By: General Atlantic Partners, LLC, its general partner ------------------------------------------------------- By: /s/ Matthew Nimetz ---------------------- Matthew Nimetz, Managing Member ------------------------------- Name and Title Shares of Company capital stock beneficially owned: 504,674 Stockholder: /s/ General Atlantic Partners 38, L.P. By: General Atlantic Partners, LLC, its general partner ------------------------------------------------------- By: /s/ Matthew Nimetz ---------------------- Matthew Nimetz, Managing Member ------------------------------- Name and Title Shares of Company capital stock beneficially owned: 3,708,594 Stockholder: /s/ General Atlantic Partners 28, L.P. By: General Atlantic Partners, LLC, its general partner ------------------------------------------------------- By: /s/ Matthew Nimetz ---------------------- Matthew Nimetz, Managing Member ------------------------------- Name and Title Shares of Company capital stock beneficially owned: 1,052,661 10 EX-3 4 EXHIBIT 3 EXHIBIT 3 to SCHEDULE 13D GENERAL ATLANTIC PARTNERS, LLC 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, General Atlantic Partners, LLC, a Delaware limited liability company, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Company"), by its Executive Managing Member, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Company (on its own behalf and in its capacity as a general partner of any limited partnership), as fully to all intents and purposes as a Managing Member might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GENERAL ATLANTIC PARTNERS, LLC By: /s/ Steven A. Denning --------------------- Steven A. Denning Executive Managing Member STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 22nd day of December, 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------- NOTARY PUBLIC My commission expires August 31, 2001 EX-4 5 EXHIBIT 4 EXHIBIT 4 to SCHEDULE 13D GAP COINVESTMENT PARTNERS, L.P. 3 Pickwick Plaza Greenwich, CT 06830 December 22, 1999 POWER OF ATTORNEY The undersigned, GAP Coinvestment Partners, L.P., a New York limited partnership, with its principal office at 3 Pickwick Plaza, Greenwich, Connecticut, United States of America (the "Partnership"), by its Managing General Partner, Steven A. Denning, a U.S. citizen of full legal age, domiciled at 16 Khakum Drive, Greenwich CT 06831, hereby constitutes and appoints Thomas J. Murphy, a U.S. citizen, of full legal age, domiciled at 221 Old King's Highway North, Darien, CT 06820, its true and lawful attorney-in-fact and agent, in any and all capacities, to execute and deliver any and all documents and instruments and to make any governmental filings on behalf of the Partnership, as fully to all intents and purposes as a General Partner might or could do in person, hereby ratifying and confirming all that said attorney-in-fact may lawfully do or cause to be done. This power of attorney shall expire on December 31, 2000. GAP COINVESTMENT PARTNERS, L.P. By: /s/ Steven A. Denning --------------------- Steven A. Denning Managing General Partner STATE OF CONNECTICUT ) :ss. ###-##-#### COUNTY OF FAIRFIELD ) On the 22nd day of December, 1999, before me personally came Steven A. Denning, to me known, and known to me to be the individual described in, and who executed the foregoing document, and he acknowledged to me that he executed the same. /s/ Sheila Hughes - ----------------- NOTARY PUBLIC My commission expires August 31, 2001 -----END PRIVACY-ENHANCED MESSAGE-----