-----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, PXtBrSeoTmdB5miiyg9KfRmWgOAV0vMhRLwDaDFTyDXbxf/VCR05lWjiNi5qp9D/ wcqn/5Yv7XIOl4udsDVOEQ== /in/edgar/work/20000530/0000950133-00-002343/0000950133-00-002343.txt : 20000919 0000950133-00-002343.hdr.sgml : 20000919 ACCESSION NUMBER: 0000950133-00-002343 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 4 CONFORMED PERIOD OF REPORT: 20000524 ITEM INFORMATION: ITEM INFORMATION: FILED AS OF DATE: 20000530 FILER: COMPANY DATA: COMPANY CONFORMED NAME: ECLIPSYS CORP CENTRAL INDEX KEY: 0001034088 STANDARD INDUSTRIAL CLASSIFICATION: [7373 ] IRS NUMBER: 650632092 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: SEC FILE NUMBER: 000-24539 FILM NUMBER: 645680 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 8-K 1 0001.txt FORM 8-K 1 SECURITIES AND EXCHANGE COMMISSION WASHINGTON, D.C. 20549 FORM 8-K CURRENT REPORT PURSUANT TO SECTION 13 OR 15(D) OF THE SECURITIES EXCHANGE ACT OF 1934 Date of Report (Date of earliest event reported): MAY 24, 2000 COMMISSION FILE NUMBER: 000-24539 ECLIPSYS CORPORATION (Exact name of registrant as specified in its charter) DELAWARE 65-0632092 (State of Incorporation) (IRS Employer Identification Number) 777 East Atlantic Avenue Suite 200 Delray Beach, Florida 33483 (Address of principal executive offices) (561)-243-1440 (Telephone number of registrant) 2 ITEM 5. OTHER EVENTS On May 24, 2000, Eclipsys Corporation (the "Company") entered into a Termination Agreement with Neoforma.com, Inc. ("Neoforma"), HEALTHvision, Inc. ("HEALTHvision"), NeoIII Acquisition Corp. ("Merger Sub"), VHA Inc., Novation, LLC, University HealthSystem Consortium and Healthcare Purchasing Partners International, LLC (the "Termination Agreement"), attached as Exhibit 99.1. The Termination Agreement provides, among other things, for the termination of the Agreement and Plan of Merger, dated March 30, 2000, by and among the Company, Neoforma and Merger Sub (the "Merger Agreement") and the termination of the Agreement and Plan of Merger, dated March 30, 2000, by and between Neoforma and HEALTHvision (the "HEALTHvision Merger Agreement"). In addition, the Company issued two press releases on May 25, 2000, attached hereto as Exhibits 99.2 and 99.3. ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS (c) EXHIBITS EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Termination Agreement, dated May 24, 2000, by and among Eclipsys Corporation, Neoforma.com, Inc., NeoIII Acquisition Corp. HEALTHvision, Inc., VHA Inc., Novation LLC, University HealthSystem Consortium and Healthcare Purchasing Partners International, LLC. 99.2 Press Release dated May 25, 2000. 99.3 Press Release dated May 25, 2000. 3 SIGNATURES Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized. ECLIPSYS CORPORATON Date: May 30, 2000 /s/ Gregory L. Wilson --------------------- Gregory L. Wilson Senior Vice President, Chief Financial Officer and Treasurer 4 ECLIPSYS CORPORATION EXHIBIT INDEX EXHIBIT NO. DESCRIPTION - ------- ----------- 99.1 Termination Agreement, dated May 24, 2000, by and among Eclipsys Corporation, Neoforma.com, Inc., NeoIII Acquisition Corp. HEALTHvision, Inc., VHA Inc., Novation LLC, University HealthSystem Consortium and Healthcare Purchasing Partners International, LLC. 99.2 Press Release dated May 25, 2000. 99.3 Press Release dated May 25, 2000. EX-99.1 2 0002.txt TERMINATION AGREEMENT 1 EXHIBIT 99.1 TERMINATION AGREEMENT This TERMINATION AGREEMENT (this "AGREEMENT") is made and entered into as of May 24, 2000, among Neoforma.com, Inc., a Delaware corporation ("PARENT"), NeoIII Acquisition Corp., a Delaware corporation and a wholly owned subsidiary of Parent ("MERGER SUB"), Eclipsys Corporation, a Delaware corporation ("ECLIPSYS"), HEALTHvision, Inc., a Delaware corporation ("HEALTHVISION"), Novation, LLC, a Delaware limited liability company ("NOVATION"), VHA Inc., a Delaware corporation ("VHA"), University HealthSystem Consortium, an Illinois corporation ("UHC"), and Healthcare Purchasing Partners International, LLC, a Delaware limited liability corporation ("HPPI"). A. Parent, Merger Sub and Eclipsys are parties to an Agreement and Plan of Merger, dated as of March 30, 2000 (the "ECLIPSYS MERGER AGREEMENT"). B. Parent and Healthvision are parties to an Agreement and Plan of Merger, dated as of March 30, 2000 (the "HEALTHVISION MERGER AGREEMENT"). C. Parent, Merger Sub and Eclipsys mutually intend to terminate the Eclipsys Merger Agreement on the terms set forth in this Agreement. D. Parent and Healthvision mutually intend to terminate the Healthvision Merger Agreement on the terms set forth in this Agreement. In consideration of the foregoing and the covenants and agreements set forth in this Agreement, the parties agree as follows: 1. Termination of Eclipsys Merger Agreement. Pursuant to Section 7.1(a) of the Eclipsys Merger Agreement, Parent and Eclipsys hereby terminate the Eclipsys Merger Agreement by mutual consent. Each of Parent and Eclipsys hereby represent and warrant to the other party that this termination was duly authorized by such party's Board of Directors. Parent, Merger Sub and Eclipsys agree that no party hereto, nor any of their respective officers, directors, members, employees, affiliates, agents or representatives shall have any liability to any other such person under the Eclipsys Merger Agreement or in connection with such termination. The parties acknowledge that the voting agreements (including any related proxies) entered into by the Eclipsys and Parent stockholders in connection with the Eclipsys Merger Agreement shall terminate in accordance with their terms concurrently with the execution and delivery of this Agreement. 2. Termination of Healthvision Merger Agreement. Pursuant to Section 7.1(a) of the Healthvision Merger Agreement, Parent and Healthvision hereby terminate the Healthvision Merger Agreement by mutual consent. Each of Parent and Healthvision hereby represent and warrant to the other party that this termination was duly authorized by such party's Board of Directors. Parent and Healthvision agree that no party hereto, nor any of their respective officers, directors, members, employees, affiliates, agents or representatives shall have any liability to any other such person under the Healthvision Merger Agreement or in connection 2 with such termination. The parties acknowledge that the voting agreements (including any related proxies) entered into by the Healthvision and Parent stockholders (including, without limitation, parties hereto) in connection with the Healthvision Merger Agreement shall terminate in accordance with their terms concurrently with the execution and delivery of this Agreement. 3. Termination of Agreement Regarding Registration Rights. Parent, Eclipsys, Healthvision, VHA and UHC hereby terminate the letter agreement regarding registration rights among them, dated March 30, 2000, by mutual consent. 4. Commercial Transaction. Concurrently with the execution of this Agreement, Parent and Healthvision are entering into a Co-Marketing and Distribution Agreement (the "COMMERCIAL AGREEMENT"). 5. Releases. Parent, Merger Sub, Eclipsys, Healthvision, Novation, VHA, UHC and HPPI each hereby release and discharge each other party and such party's respective officers, directors, members, employees, affiliates, agents and representatives from any and all claims, actions, liabilities, obligations, duties or causes of action based upon or arising out of the Eclipsys Merger Agreement and the Healthvision Merger Agreement, the transactions contemplated thereby and the terminations thereof; provided, that such release does not and shall not extend to claims, actions, liabilities, obligations, duties or causes of action based upon or arising out of (a) this Agreement, (b) the Amended and Restated Outsourcing and Operating Agreement, dated as of the date hereof (the "OUTSOURCING AGREEMENT"), among Parent, Novation, VHA, UHC and HPPI, the Amended and Restated Common Stock and Warrant Agreements, dated as of the date hereof (the "STOCK AGREEMENTS"), between Parent and VHA, and Parent and UHC, respectively, the Commercial Agreement or the Confidentiality Agreements (as defined below) (it being understood that no party hereto undertakes any obligation pursuant to any of the foregoing agreements to which it is not a party), and (c) transactions or dealings undertaken in the ordinary course of business between or among any such parties. 6. Standstill. From the date of this Agreement through the two-year anniversary of the date of this Agreement, neither Parent nor any of its affiliates will, directly or indirectly, acquire or offer to acquire shares of capital stock of (a) Eclipsys, or make any proposal to its Board of Directors, or publicly announce any proposal, relating to, or otherwise participate in, any merger, consolidation, sale or transfer of assets, proxy solicitation, tender offer or similar transaction involving Eclipsys, without Eclipsys's prior written consent, or (b) Healthvision, or make any proposal to its Board of Directors, or publicly announce any proposal, relating to, or otherwise participate in, any merger, consolidation, sale or transfer of assets, proxy solicitation, tender offer or similar transaction involving Healthvision, without Healthvision's prior written consent. From the date of this Agreement through the two-year anniversary of the date of this Agreement, neither Eclipsys nor any of its affiliates will, directly or indirectly, acquire or offer to acquire shares of capital stock of Parent, or make any proposal to Parent's Board of Directors, or publicly announce any proposal, relating to, or otherwise participate in, any merger, consolidation, sale or transfer of assets, proxy solicitation, tender offer or similar transaction involving Parent, without Parent's prior written consent. From the date of this Agreement through the two-year anniversary of the date of this Agreement, neither Healthvision nor any of 2 3 its affiliates will, directly or indirectly, acquire or offer to acquire shares of capital stock of Parent, or make any proposal to Parent's Board of Directors, or publicly announce any proposal, relating to, or otherwise participate in, any merger, consolidation, sale or transfer of assets, proxy soliciation, tender offer or similar transaction involving Parent, without Parent's prior written consent. For purposes of this Agreement, VHA is not deemed to be an "affiliate" of Healthvision. 7. Public Disclosure. The parties hereto have agreed to the text of the press releases (the "PRESS RELEASES") announcing the signing of this Agreement. The parties hereto each agree not to issue any further press release or otherwise make any public statement with respect to (i) the Eclipsys Merger Agreement or the Healthvision Merger Agreement, the terminations thereof or this Agreement, or (ii) for a period of 60 days following the date hereof, the other parties hereto, or the business, strategy or management of such parties, except in either case for any such press release or public statement that such party is advised by its outside counsel is required by law or any listing agreement with a national securities exchange, and in each such case occurring prior to the one year anniversary of the date hereof in the case of clause (i), or 60 days in the case of clause (ii), following notice to the other parties containing the text of such release or statement. Nothing contained herein shall limit or apply to statements made in filings or testimony in connection with any judicial or administrative proceeding or statements in such party's public filings pursuant to the Securities Exchange Act of 1934, as amended, which are identical in all material respects to statements contained in the Press Releases, or which are factual descriptions of the Eclipsys Merger Agreement, the Healthvision Merger Agreement, the terminations thereof or this Agreement, or expenses incurred in connection with the foregoing. In addition, the foregoing shall not restrict statements by Eclipsys or Healthvision with respect to the other such party or such party's business, strategy or management. 8. Confidentiality. Parent and Eclipsys acknowledge that they have previously executed a mutual nondisclosure agreement, dated as of March 5, 2000, and Parent and Healthvision acknowledge that they have previously executed a mutual nondisclosure agreement, dated as of March 5, 2000 (together, the "CONFIDENTIALITY AGREEMENTS"), each of which shall continue in full force and effect in accordance with their respective terms. 9. Notices. All notices and other communications hereunder shall be in writing and shall be deemed given upon delivery either personally or by national courier service, or sent via facsimile (receipt confirmed) to the parties at the following addresses or facsimile numbers (or at such other address or facsimile numbers for a party as shall be specified by like notice): IF TO PARENT OR MERGER SUB: WITH A COPY TO: Neoforma.com, Inc. Fenwick & West LLP 3255-7 Scott Boulevard Two Palo Alto Square Santa Clara, California 95054 Palo Alto, California 94306 Facsimile: (408) 549-6399 Facsimile: (650) 494-1417 Attn: General Counsel Attn: Gordon K. Davidson Douglas N. Cogen 3 4 IF TO ECLIPSYS: WITH A COPY TO: Eclipsys Corporation Hale and Dorr LLP 777 East Atlantic Avenue, Suite 200 60 State Street Delray Beach, Florida 33483 Boston, Massachusetts 02109 Facsimile: (561) 243-8850 Facsimile: (703) 654-7100 Attn: Chief Executive Officer Attn: John Burgess Donald L. Toker IF TO HEALTHVISION: WITH A COPY TO: HEALTHvision, Inc. Hogan & Hartson, LLP 6330 Commerce Dr., Suite 100 555 13th Street, N.W. Irving, Texas 75063 Washington, D.C. 20004 Facsimile: (972) 819-4709 Facsimile: (202) 637-5910 Attn: Chief Executive Officer Attn: Christopher J. Hagan IF TO NOVATION OR HPPI: WITH A COPY TO: Novation, LLC Baker Botts L.L.P. 125 East John Carpenter Freeway 2001 Ross Avenue Irving, Texas 75062 Dallas, Texas 75201-2980 Facsimile: (972) 581-5778 Facsimile: (214) 953-6503 Attn: General Counsel Attn: Sarah M. Rechter IF TO VHA: WITH A COPY TO: VHA, Inc. Skadden, Arps, Slate, Meagher & Flom LLP 220 East Las Colinas Boulevard Four Times Square Irving, Texas 75039-5500 New York, New York 10036 Facsimile: (972) 830-0391 Facsimile: (212) 735-2000 Attn: Chief Financial Officer Attn: Nancy A. Lieberman IF TO UHC: WITH A COPY TO: University HealthSystem Consortium McDermott, Will & Emery 2001 Spring Road, Suite 700 227 West Monroe Street Oak Brook, Illinois 60523 Chicago, Illinois 60606 Facsimile: (630) 954-4730 Facsimile: (312) 984-7700 Attn: Executive Vice President Attn: Virginia H. Holden General Counsel 10. Entire Agreement. This Agreement, the Commercial Agreement, and the Confidentiality Agreements constitute the entire agreement among the parties with respect to the subject matter hereof (it being acknowledged that the Outsourcing Agreement and the Stock Agreements involve other subject matter) and supersede all prior agreements and understandings, both written and oral, among the parties with respect to the subject matter hereof. 4 5 11. Specific Performance. The parties hereto agree that irreparable damage would occur in the event that any of the provisions of this Agreement were not performed in accordance with their specific terms or were otherwise breached. It is accordingly agreed that the parties shall be entitled to seek an injunction or injunctions to prevent breaches of this Agreement and to enforce specifically the terms and provisions hereof in any court of the United States or any state having jurisdiction, this being in addition to any other remedy to which they are entitled at law or in equity. 12. Governing Law. This Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, regardless of the laws that might otherwise govern under applicable principles of conflicts of law thereof. 13. Expenses. All fees and expenses incurred in connection with this Agreement and the transactions contemplated hereby shall be paid by the party incurring such fees or expenses. 14. Representations and Warranties. Each of the parties hereto represents and warrants for the benefit of each of the other parties hereto that (a) it is an entity duly organized, validly existing and in good standing under the laws of the jurisdiction of its organization; (b) it has all requisite power and authority to enter into this Agreement and to perform its obligations hereunder; (c) its execution and delivery of this Agreement and the performance of obligations hereunder have been duly authorized by all necessary action and, assuming the due execution and delivery by the other parties hereto, as applicable, this Agreement constitutes the valid and binding obligation of such party, enforceable against such party in accordance with its terms, except as enforceability may be limited by bankruptcy and other similar laws affecting the rights of creditors generally and general principles of equity; (d) its execution and delivery of this Agreement and the performance of its obligations hereunder will not conflict with or violate such party's organizational documents or conflict with or violate any law, rule, regulation, order, judgment or decree applicable to such party that would materially impair such party's ability to perform its obligations hereunder; and (e) no consent, approval, order or authorization of, or registration, declaration or filing with any court, administrative agency or other governmental authority is required to be obtained or made by such party in connection with this Agreement, the failure of which to obtain or make would materially impair such party's ability to perform its obligations hereunder. 15. Successors. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and assigns. 16. Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed and delivered by each of the parties, it being understood that all parties need not sign the same counterpart. * * * * 5 6 IN WITNESS WHEREOF, the parties hereto have caused this Termination Agreement to be executed by their duly authorized respective officers as of the date first written above. NEOFORMA.COM, INC. NOVATION, LLC By: /s/ FREDERICK RUEGSEGGER By: /s/ MARK MCKENNA --------------------------------- --------------------------------- Name: Frederick Ruegsegger Name: Mark McKenna Title: Chief Financial Officer Title: President NEOIII ACQUISITION CORP. VHA INC. By: /s/ FREDERICK RUEGSEGGER By: /s/ CURT NONOMAQUE ------------------------- --------------------------------- Name: Frederick Ruegsegger Name: Curt Nonomaque Title: Chief Financial Officer Title: ECLIPSYS CORPORATION UNIVERSITY HEALTHSYSTEM CONSORTIUM By: /s/ Harvey J. Wilson By: /s/ ROBERT J. BAKER ------------------------- --------------------------------- Name: Harvey J. Wilson Name: Robert J. Baker Title: Chairman and CEO Title: President and Chief Financial Officer HEALTHVISION, INC. HEALTHCARE PURCHASING PARTNERS INTERNATIONAL, LLC By: /s/ SCOTT DECKER By: /s/ MARK MCKENNA -------------------------------- --------------------------------- Name: Scott Decker Name: Mark McKenna Title: CEO Title: Chief Executive Officer
EX-99.2 3 0003.txt PRESS RELEASE DATED MAY 25, 2000 1 EXHIBIT 99.2 [ECLIPSYS CORPORATION LETTERHEAD] Contact: Eclipsys: Randy L. Thomas, Corporate Strategy and Marketing (media) (561) 266-2348 - randy.thomas@eclipsys.com Greg Wilson, CFO (investors) (561) 266-2324 - investor.relations@eclipsys.com ECLIPSYS, HEALTHVISION TERMINATE MERGER AGREEMENTS WITH NEOFORMA.COM -- NO BREAKUP FEES REQUIRED DELRAY BEACH, FL -- MAY 25, 2000 -- Eclipsys Corporation(R) (NASDAQ: ECLP-news), the leading provider of end-to-end information solutions that enable healthcare enterprises to balance and improve clinical, financial and satisfaction outcomes, announced today that it has mutually agreed with Neoforma.com, Inc. (NASDAQ: NEOF-news) to terminate, effective immediately, their previously announced merger agreement without the payment of a breakup fee. In addition, Eclipsys reported that its healthcare Internet affiliate HEALTHvision, Inc., has mutually agreed with Neoforma.com to terminate their previously announced merger agreement, effective immediately, without payment of a breakup fee. Instead of merging, Eclipsys, Neoforma.com and HEALTHvision have entered into a strategic commercial relationship. The relationship will include a co-marketing and distribution arrangement between Neoforma.com and HEALTHvision that includes the use of Eclipsys' eWebIT(TM) Web-based enterprise application integration (EAI) technology and professional services to assist in the implementation of Neoforma.com's solutions. ECLIPSYS/HEALTHVISION CLOSE PARTNERSHIP ADVANCES EXECUTION OF INTERNET ACTION PLAN Eclipsys' close working relationship with HEALTHvision will continue to enable the companies to provide new e-health solutions and further enhance stockholder value. "Our close ties with HEALTHvision will continue to grow and bear significant results," CEO Wilson said. "Our staffs work collaboratively to develop and provide advanced Internet solutions. Together, we provide the key to improving a healthcare organization's processes and outcomes by enabling it to link to its key constituents -- physicians, patients and their families, the community at large, payers and employees." Agreeing, Scott Decker, HEALTHvision CEO, noted that "HEALTHvision continues to see rapid growth of its customer base, particularly where we combine with Eclipsys to add significant value through our complementary solutions. We continue to see major opportunities ahead for this winning combination." - MORE - T H E O U T C O M E S C O M P A N Y(R) 2 ECLIPSYS CORPORATION ECLIPSYS, NEOFORMA TERMINATE MERGER AGREEMENT MAY 25, 2000 - PAGE 2 OF 2 VHA REMAINS COMMITTED VHA Inc., the U.S.' largest consortium of community healthcare organizations which is a joint-owner of HEALTHvision and a strategic partner with both Eclipsys and Neoforma.com, remains committed to the companies' products and services. Curt Nonomaque, VHA executive vice president, said, "We continue to support Eclipsys' clinical-integration strategy and actively promote the company's portfolio of leading clinical, financial, administrative, chart-management and services solutions. Its products, as well as those of HEALTHvision and Neoforma, provide proven, highly integrated solutions that meet our members' needs in a fast-paced, highly competitive environment." INVESTOR CONFERENCE CALL SLATED Eclipsys senior executives will hold an investor community teleconference beginning at 9 a.m. Eastern time on Thursday, May 25. Persons interested in participating in the teleconference should call (212) 231-6027 within 10 minutes before the conference is scheduled to begin. ABOUT ECLIPSYS Eclipsys Corporation (www.eclipsys.com) delivers end-to-end information solutions that enable healthcare enterprises to achieve balanced and improved clinical, financial and customer-satisfaction outcomes. Solutions include its comprehensive, knowledge-based Sunrise software line; leading-edge enterprise application integration (EAI) solutions; application services provider (ASP) information-management solutions; business process reengineering; network design and implementation; and full IT outsourcing. In conjunction with its HEALTHvision affiliate (see www.healthvision.com), Eclipsys provides customized, locally branded Web-based solutions to healthcare delivery systems. Eclipsys has more than 1,400 customer organizations throughout the U.S. and in 17 other countries. For more information, contact Investor Relations at investor.relations@eclipsys.com or by calling (561) 266-2324. - 30 - Statements in this news release concerning future results, performance or expectations are forward-looking statements. Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks include risks described in the filings of Eclipsys with the Securities and Exchange Commission. Eclipsys undertakes no obligation to update the information contained in this press release. Eclipsys, Eclipsys Corporation and The Outcomes Company are registered trademarks and eWebIT is a trademark of Eclipsys Solutions Corp. Other product and company names in this news release are trademarks or registered trademarks of their respective companies. EX-99.3 4 0004.txt PRESS RELEASE DATED MAY 25, 2000 1 EXHIBIT 99.3 [ECLIPSYS LOGO] Contact: Eclipsys: Randy L. Thomas, Corporate Strategy and Marketing (media) (561) 266-2348 - randy.thomas@eclipsys.com Greg Wilson, CFO (investors) (561) 266-2324 - investor.relations@eclipsys.com ECLIPSYS ACCELERATES MOVE TO SUBSCRIPTION-BASED PRICING METHODOLOGY DELRAY BEACH, FL -- MAY 25, 2000 -- Eclipsys Corporation(R) (NASDAQ: ECLP-news) today announced that it is accelerating its move to an application services provider (ASP)-based pricing and processing model. "Subscription-based methodology is increasingly sought by capital-constrained healthcare organizations, and this move will significantly increase Eclipsys' percentage of recurring revenues, which are already among the highest in the industry," stated Harvey J. Wilson, chairman and CEO. "While the market will still accept traditional upfront license fees, the subscription-based payment model is more compatible with the business models being employed by our customers, as well as with the Internet technologies we are increasingly using to deploy our software." While Eclipsys remains comfortable with its previously announced expectation of 2000 bookings in the $300-million range, the shift to ASP-based pricing spreads more of the total contract value over the life of the company's new multi-year agreements. Greg Wilson, senior vice president and CFO, said that "Eclipsys anticipates 2000 revenues in the range of $210 million to $220 million and EPS of break-even. Anticipated 2001 revenues are in the range of $260 million to $270 million and EPS in the range of $0.45 to $0.50." These revised numbers also reflect the loss of some of the anticipated cross-selling opportunities available in the planned relationship with Neoforma.com and HEALTHvision. In a separate but related announcement, the companies today reported that the merger, originally announced on March 30, 2000, was terminated by the parties today, effective immediately. "However, we remain excited about our ability to maintain the broader value we envisioned the merger would bring to our customers, by the signing today of a strategic co-marketing and distribution arrangement between Eclipsys, Neoforma and HEALTHvision," CEO Wilson stated. CFO Wilson also noted that the revised numbers reflect an overall slowdown in healthcare information technology implementations this year. "In the aftermath of significant Y2K-related spending, many healthcare organizations are focusing their finite resources on non-IT areas. This is slowing implementation activity -- a trend that is expected to continue until it turns upward in 2001." The CFO stated that Eclipsys remains well positioned for continued growth. "Our first-quarter bookings set a new record, and our strong and growing sales pipeline contains significant opportunities for net-new business as well as major ongoing cross-selling opportunities within our growing 1,400-member customer base. We expect - MORE - T H E O U T C O M E S C O M P A N Y(R) 2 ECLIPSYS CORPORATION ECLIPSYS ACCELERATES MOVE TO SUBSCRIPTION-BASED PRICING MODEL MAY 25, 2000 - PAGE 2 OF 2 that our new ASP payment methodology -- coupled with the documented ability of our solutions to improve outcomes -- will continue to enable Eclipsys to gain market share." Eclipsys cautions that its ability to meet bookings, revenues and earnings goals reported in this release is subject to a number of risks, including potential delays in significant customer orders, government regulations which could adversely impact demand for Eclipsys products, delays in product implementation and the loss of key management, sales and technical personnel. ABOUT ECLIPSYS Eclipsys Corporation (www.eclipsys.com) delivers end-to-end information solutions that enable healthcare enterprises to achieve balanced and improved clinical, financial and customer-satisfaction outcomes. Solutions include its comprehensive, knowledge-based Sunrise software line; leading-edge enterprise application integration (EAI) solutions; application services provider (ASP) information-management solutions; business process reengineering; network design and implementation; and full IT outsourcing. In conjunction with its HEALTHvision affiliate (see www.healthvision.com), Eclipsys provides customized, locally branded Web-based solutions to healthcare delivery systems. Eclipsys has more than 1,400 customer organizations throughout the U.S. and in 17 other countries. For more information, contact Investor Relations at investor.relations@eclipsys.com or by calling (561) 266-2324. - 30 - Statements in this news release concerning future results, performance or expectations are forward-looking statements. Because such statements involve risks and uncertainties, actual results may differ materially from those expressed or implied by such forward-looking statements. These risks include risks described in the filings of Eclipsys with the Securities and Exchange Commission. Eclipsys undertakes no obligation to update the information contained in this press release. Eclipsys, Eclipsys Corporation and The Outcomes Company are registered trademarks and Sunrise is a trademark of Eclipsys Solutions Corp. Other product and company names in this news release are trademarks or registered trademarks of their respective companies. -----END PRIVACY-ENHANCED MESSAGE-----