-----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, MpyhPfTq6nSqHUFANhP+CzMxP+zc2JxGlxXNH34QUakYQfx7/UFhOdULHOqGSvtw K/Ri5Wh4SjSb7i5qgefHBg== 0001001185-98-000012.txt : 19980121 0001001185-98-000012.hdr.sgml : 19980121 ACCESSION NUMBER: 0001001185-98-000012 CONFORMED SUBMISSION TYPE: 3/A PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 19970710 FILED AS OF DATE: 19980120 SROS: NASD SUBJECT COMPANY: COMPANY DATA: COMPANY CONFORMED NAME: IDX SYSTEMS CORP CENTRAL INDEX KEY: 0001001185 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 030222230 STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A SEC ACT: SEC FILE NUMBER: 000-26816 FILM NUMBER: 98509062 BUSINESS ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8028621022 MAIL ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 COMPANY DATA: COMPANY CONFORMED NAME: SAMPLE FRANK T CENTRAL INDEX KEY: 0001045147 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] OFFICER STATE OF INCORPORATION: VT FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 3/A BUSINESS ADDRESS: STREET 1: 1400 SHELBURNE RD STREET 2: PO BOX 1070 CITY: SOUTH BURLINGTON STATE: VT ZIP: 05403 BUSINESS PHONE: 8028621022 MAIL ADDRESS: STREET 1: 3535 207TH AVE SE CITY: ISSAQUAH STATE: WA ZIP: 98029 3/A 1 UNITED STATES SECURITIES AND EXCHANGE COMMISSION Washington, D.C. 20549 FORM 3 INITIAL STATEMENT OF BENEFICIAL OWNERSHIP OF SECURITIES 1. Name and Address of Reporting Person Sample, Frank T. P.O. Box 1070 1400 Shelburne Road Burlington, VT 05402-1070 2. Date of Event Requiring Statement (Month/Day/Year) 7/10/97 3. I.R.S. Identification Number of Reporting Person, if an entity (Voluntary) 4. Issuer Name and Ticker or Trading Symbol IDX Systems Corporation (IDXC) 5. Relationship of Reporting Person to Issuer (Check all applicable) [X] Director [ ] 10% Owner [X] Officer (give title below) [ ] Other (specify below) Executive Vice President and Director 6. If Amendment, Date of Original (Month/Day/Year) 07/18/97 7. Individual or Joint/Group Filing (Check Applicable Line) [X] Form filed by One Reporting Person [ ] Form filed by More than One Reporting Person
Table I Non-Derivative Securities Beneficially Owned - ----------------------------------------------------------------------------------------------------- 1)Title of Security 2)Amount of 3) 4)Nature of Securities D Indirect Beneficially or Beneficial Owned I Ownership - ----------------------------------------------------------------------------------------------------- Common Stock 36,830.00 (1) D Direct Common Stock 4,099.00 I By 401(k) Plan Table II Derivative Securitites Beneficially Owned - ------------------------------------------------------------------------------------------------------------------------------------ 1)Title of Derivative Security 2)Date Exercisable 3)Title and Amount of 4)Conver- 5)Ownership 6)Nature of and Expiration Date Securities Underlying sion or Form of Indirect (Month/Day/Year) Derivative Security exercise Derivative Beneficial price of Security Ownership Date Expira- Amount or Deri- Direct(D) Exer- tion Number of vative or cisable Date Title Shares Security Indirect(I) - ------------------------------------------------------------------------------------------------------------------------------------ Employee Stock Option (right to 07/10/97 01/23/02 Common Stock (4) 6,829.00 $5.7500 D Direct buy) (2) (3) Employee Stock Option (right to 07/10/97 12/03/00 Common Stock (4) 49,380.00 $5.8200 D Direct buy) (2) (3) Employee Stock Option (right to 07/10/97 02/03/04 Common Stock (4) 7,299.00 $6.5800 D Direct buy) (2) (3) Employee Stock Option (right to 07/10/97 01/30/07 Common Stock (4) 21,899.00 $20.7200 D Direct buy) (2) (3) Employee Stock Option (right to 07/10/97 01/27/05 Common Stock (4) 18,249.00 $23.1900 D Direct buy) (2) (3) Employee Stock Option (right to 07/10/97 01/25/06 Common Stock (4) 10,949.00 $32.8800 D Direct buy) (2) (3) Explanation of Responses: (1) Pursuant to the terms of the Merger Agreement, all PHAMIS Common Stock and options for PHAMIS Common Stock were converted into .73 shares of IDX Common stock or options for IDX Common Stock (the 'Conversion Ratio'). For example, the reporting person owned 50,000 shares of PHAMIS Common Stock prior to the Effective Time of the Merger. After the conversion, the reporting person now owns 36,500 shares of IDX Common Stock (50,000 x .73 = 36,500) (2) Prior to the Effective Time of the Merger, the reporting person was a shareholder and optionee of PHAMIS and all of the reporting person's PHAMIS Common Stock and options for PHAMIS Common Stock have been converted into IDX Common Stock and options for IDX Common Stock. (3) Pursuant to the terms of the Agreement and Plan of Merger dated as of 3/25/97 (the 'Merger Agreement'), between PHAMIS, Inc. ('PHAMIS') and IDX Systems Corporation ('IDX'), all options became 100% vested and exercisable immediately prior the Merger. The Effective Time of the Merger was July 10, 1997 and all options became exercisable as of that date. (4) Pursuant to the terms of the Merger Agreement, the purchase price per share of IDX Common Stock is determined by dividing the purchase price per share of PHAMIS Common Stock subject to the PHAMIS option by the Conversion Ratio. For example, the reporting person was granted options for PHAMIS stock on 01/25/96 at a purchase price of $24.00 ($24.00/.73 = $32.88)
SIGNATURE OF REPORTING PERSON /S/ By: FRANK T. SAMPLE For: DIANE L. BROWN, ATTORNEY-IN-FACT DATE -----END PRIVACY-ENHANCED MESSAGE-----