-----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, Uyg7sQLmGaEODhxcNb4TXM9MTfyWPzzbzWI9M0rfOCu6d8YGDnG/GJjRUo26U9t1 3Wu+k3hyUcqJVC4NAXL/gg== 0001157523-03-005532.txt : 20031020 0001157523-03-005532.hdr.sgml : 20031020 20031020075501 ACCESSION NUMBER: 0001157523-03-005532 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 3 CONFORMED PERIOD OF REPORT: 20031020 ITEM INFORMATION: ITEM INFORMATION: Other events ITEM INFORMATION: Financial statements and exhibits FILED AS OF DATE: 20031020 FILER: 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: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24539 FILM NUMBER: 03947019 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 a4496356.txt ECLIPSYS 8-K UNITED STATES 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 October 20, 2003 Date of Report (Date of earliest event reported) Eclipsys Corporation (Exact name of registrant as specified in its charter) Delaware 000-24539 65-0632092 (State of Incorporation) (Commission File Number) (I.R.S. Employer Identification Number) 1750 Clint Moore Road Boca Raton, Florida 33487 (Address of principal executive offices) (561) 322-4321 (Registrant's telephone number, including area code) 1 Item 5. Other Events and Regulation FD Disclosure On October 20, 2003, Eclipsys Corporation issued a press release announcing its strategy to address SunriseXA response time, which included a reference to related questions and answers (the "Q&A"). The full text of this press release and the related Q&A is attached hereto as Exhibit 99.1 and is incorporated herein by reference. Item 7. Financial Statements, Pro Forma Financial Information and Exhibits. (c) Exhibit 99.1 - Press Release of Eclipsys Corporation dated October 20, 2003, and related questions and answers. Exhibit 99.2 - Press Release of Eclipsys Corporation dated October 20, 2003. Item 12. Results of Operations and Financial Condition. On October 20, 2003, Eclipsys Corporation issued a press release announcing its third fiscal quarter and nine months ended September 30, 2003, financial results. The full text of Eclipsys Corporation's October 20, 2003 press release is attached hereto as Exhibit 99.2 and is incorporated herein by reference. The information contained in this report and the Exhibit attached hereto shall not be deemed "filed" for any purpose, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as expressly set forth by specific reference in such a filing. 2 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 hereunto duly authorized. ECLIPSYS CORPORATION Dated: October 20, 2003 /s/ Robert J. Colletti -------------------------- Robert J. Colletti Senior Vice President and Chief Financial Officer 3 EXHIBIT INDEX Exhibit No. Description - ----------- ----------- 99.1 Press release issued by Eclipsys Corporation dated October 20, 2003, and related questions and answers. 99.2 Press release issued by Eclipsys Corporation dated October 20, 2003. 4 EX-99 3 a4496356_ex99.txt ECLIPSYS EXHIBIT 99.1 Exhibit 99.1 Eclipsys Announces Strategy to Address SunriseXA Response Time BOCA RATON, Fla.--(BUSINESS WIRE)--Oct. 20, 2003--Eclipsys Corporation(R), The Outcomes Company(R), (Nasdaq:ECLP), today announced that it has identified response time issues with some components of SunriseXA(TM), the newest version of its Sunrise family of products. Recognizing that response time is of the utmost importance to its customers, Eclipsys has developed a strategy designed to allow SunriseXA customers to continue their deployment of SunriseXA and to enable Eclipsys to continue its development of planned advanced SunriseXA functionality. Eclipsys will communicate with its customers and prospects about its go-forward plan. For more information about Eclipsys' SunriseXA strategy, please see www.eclipsys.com/news/strategy_FAQ.asp. About Eclipsys Eclipsys is a leading provider of advanced clinical, financial and management information software and service solutions to more than 1,500 healthcare facilities. Eclipsys empowers healthcare organizations to improve patient safety, revenue cycle management and operational efficiency through innovative information solutions. For more information, see www.eclipsys.com or e-mail info@eclipsys.com. Statements in this news release concerning future results, performance or expectations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements included in this document are based upon information available to Eclipsys as of the date hereof and Eclipsys assumes no obligation to update any such 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 several risks in connection with our SunriseXA strategy, including the uncertainty of the time and costs required to implement the strategy, the potential that our strategy could change, the potential that we may encounter technical difficulties in implementing our strategy, and the potential that the changes to our products may affect customer demand. Other risks include potential financial constraints and other factors faced by the healthcare industry, changing customer requirements and other risks described in the filings of Eclipsys with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the quarter ended June 30, 2003. Eclipsys, Eclipsys Corporation and The Outcomes Company are registered trademarks and SunriseXA and the phrase "better healthcare through knowledge" are trademarks of Eclipsys Technologies Corporation. Other product and company names in this news release are trademarks or registered trademarks of their respective companies. CONTACT: Eclipsys Judy Barnett, 561-322-4351 (Media) judy.barnett@eclipsys.com Robert J. Colletti, CFO, 561-322-4650 (Investors) investor.relations@eclipsys.com SAFE HARBOR STATEMENT Statements below concerning future results, performance or expectations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements included in this document are based upon information available to Eclipsys as of the date hereof (October 20, 2003) and Eclipsys assumes no obligation to update any such 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 several risks in connection with our SunriseXA strategy, including the uncertainty of the time and costs required to implement the strategy, the potential that our strategy could change, the potential that we may encounter technical difficulties in implementing our strategy, and the potential that the changes to our products may affect customer demand. Other risks include potential financial constraints and other factors faced by the healthcare industry, changing customer requirements and other risks described in the filings of Eclipsys with the Securities and Exchange Commission from time to time. SunriseXA Strategy Q&A 1. Q: What is the issue? A: Eclipsys announced that it has identified response time issues with some components of SunriseXA, the newest version of its Sunrise family of products. Our detailed analysis has identified that the technical design of the SunriseXA workflow engine does not support the rich functionality that is required of SunriseXA in the highly interactive patient care environment. Recognizing that response time is of the utmost importance to its customers, Eclipsys has developed a strategy designed to allow Eclipsys' customers to continue their deployment of SunriseXA, and to enable Eclipsys to continue its development of planned advanced SunriseXA functionality. 2. Q: What is your strategy for addressing the issue? A: In general, the strategy is to replace certain SunriseXA functionality with the workflow engine from our widely used Sunrise Clinical Manager product. We have concluded that the current and expected rich functionality of SunriseXA in the highly interactive patient care environment demands greater throughput than the SunriseXA workflow engine can adequately support. Accordingly, we plan to make use of the proven performance of the Sunrise Clinical Manager workflow engine. We continue to believe the SunriseXA workflow engine is well-suited to support remote, web-based access to the XA database consistent with the "anywhere, anytime, any device" vision of SunriseXA, and it will continue to be utilized for that purpose. 3. Q: Is your strategy finalized? A: While we are confident in the direction of our strategy, our analysis of the details will be ongoing. We will communicate with customers and prospects as we move forward. 4. Q: Will your SunriseXA strategy still be web-based? What is your web strategy going forward? A: The SunriseXA vision has always been to provide the knowledge for clinical and non-clinical decision making "anywhere, anytime and any device". On a go-forward basis, this vision will remain intact but will be achieved differently. The Sunrise Clinical Manager workflow engine is not web-based or web-native. To provide rich functionality in the highly interactive in-hospital patient care setting, SunriseXA will use the Sunrise Clinical Manager workflow engine and we expect these functions to be web-enabled, possibly through the use of Citrix. For remote access to functions of SunriseXA, we will use the web-based SunriseXA workflow engine as the underlying technology for our SunriseXA Portal. 5. Q: Does this strategy constitute a move away from SunriseXA and back to Sunrise Clinical Manager? A: No. The Sunrise Clinical Manager workflow engine will become part of the SunriseXA platform going forward. We are not moving away from SunriseXA. 6. Q: Will your relationship with Microsoft change as a result of your strategy? A: We are still very much committed to our relationship with Microsoft, and we believe that our relationship will continue. 7. Q: What role does .NET play in your strategy? A: We continue to believe Microsoft .NET is the right choice for the development of healthcare information technology systems, and it will continue to be the platform we will use in our ongoing development efforts. 8. Q: What impact does this have on your relationship with iSoft? A: The technical approach that we are adopting is similar to the path that iSoft has already taken. We believe that our relationship with iSoft will continue as before. 9. Q: How will the revised SunriseXA strategy affect the total cost of ownership (TCO) value proposition to your clients? A: Except for those hospitals who may need to license Citrix (or an equivalent), we currently believe the TCO advantages of SunriseXA and the Microsoft platform are still relevant. 10. Q: What does the strategy mean for customers who have committed to SunriseXA? A: In addition to addressing the response time issues and meeting customer demand for proven workflow engine technology, we believe this strategy will allow our customers to continue their deployment of SunriseXA, while enabling us to continue our development of planned advanced SunriseXA functionality, including Clinical Documentation, Ambulatory, ED, Secure Health Messaging, Access and Medication Management. Although delivery timelines for these advanced SunriseXA functionalities are now likely to change, we are working diligently to prevent delays if possible. We intend to continue to pursue the development of SunriseXA Objects Plus, designed to meet customer demand for customization of SunriseXA, and SunriseXA Portal, designed to allow remote web-based access to the SunriseXA database. Finally, the look and feel that SunriseXA users are expecting will remain the same. 11. Q: What does the strategy mean for Sunrise Clinical Manager customers? A: We believe this represents an opportunity for our Sunrise Clinical Manager customers. Clinical Manager customers will be able to retain their Sunrise Clinical Manager workflow engines, while benefiting from the enhanced offerings of SunriseXA, including SunriseXA Objects Plus and SunriseXA Portal, when available. 12. Q: Can customers expect delays of new releases? A: Delivery timelines for planned advanced SunriseXA functionality -- including Clinical Documentation, Ambulatory, Emergency Department, Secure Health Messaging, Access and Medication Management -- are now likely to change, but we are working diligently to prevent delays if possible. 13. Q: Will there be any financial impact on Eclipsys as a result of this strategy? A: Third quarter results will reflect a $1.2 million impairment charge related to the write-down of capitalized SunriseXA software development costs. We have not determined what impact our strategy will have on future operating results. 14. Q: What does the strategy mean for your SunriseXA sales pipeline? A: While we cannot speak on behalf of our prospective customers or provide assurance that our strategy will cause no impact, we believe that it has many benefits for our prospects and customers, and should not be reason for them to alter their plans for doing business with Eclipsys. 15. Q: How will the strategy impact Sunrise Clinical Manager customer migration to SunriseXA? A: Due to the benefits we believe our strategy provides to existing Sunrise Clinical Manager customers, we believe it may have a positive impact on Clinical Manager customer migration to SunriseXA. 16. Q: Does the strategy have any impact on the "subscription based" business model? A. We do not expect this to have any impact on the way customers license our products. EX-99 4 a4496356_ex992.txt ECLIPSYS EXHIBIT 99.2 Exhibit 99.2 Eclipsys Releases Financial Results for the Quarter Ended September 30, 2003 BOCA RATON, Fla.--(BUSINESS WIRE)--Oct. 20, 2003--Eclipsys Corporation(R) (Nasdaq:ECLP), The Outcomes Company(R), today released results for the fiscal third quarter ended September 30, 2003. Third quarter 2003 revenues were $68.2 million compared to revenues of $47.5 million in Q3'02 and revenues of $63.4 million in Q2'03. Net loss for the quarter was $(11.1) million, compared to a net loss of $(17.2) million in the same period a year ago and a net loss of $(11.0) million in Q2'03. Basic net loss per share was $(0.24), compared to $(0.38) in Q3'02 and $(0.24) in Q2'03. Operating cash flows were $0.8 million, compared to $3.8 million in Q3'02 and $(1.7) million in Q2'03. Cash and marketable securities were $158.8 million as of September 30, 2003, down from $181.4 million as of September 30, 2002 and down sequentially from $170.8 million as of June 30, 2003. The company used $12.0 million of cash during the quarter, which is a $2.9 million increase over last quarter. This increase was primarily related to the company's research and development initiatives. The company capitalized $8.0 million of software development costs during the quarter. Days sales outstanding (DSOs) were 64 as of September 30, 2003, a decrease of 32 days from September 30, 2002, and a decrease of 4 days from the preceding quarter. Deferred revenue (including current and long-term) was $94.1 million as of September 30, 2003, compared to $68.1 million as of September 30, 2002. Deferred revenue increased sequentially $6.8 million from $87.3 million as of June 30, 2003. Eclipsys separately announced today that it has identified response time issues with some components of SunriseXA(TM), the newest version of its Sunrise family of products. Recognizing that response time is of the utmost importance to its customers, Eclipsys has developed a strategy designed to allow SunriseXA customers to continue their deployment of SunriseXA, and to enable Eclipsys to continue its development of planned advanced SunriseXA functionality. Eclipsys has not determined what impact this strategy will have on future operating results. Accordingly, Eclipsys is not able to provide guidance with respect to Q4 2003 and 2004 at this time. Robert J. Colletti, senior vice president and chief financial officer, said, "We are pleased with our revenue during the quarter, the highest in the history of our company. However, we are disappointed that our results were adversely affected by a $1.2 million impairment charge related to the write-down of certain elements of capitalized SunriseXA software development costs." Paul L. Ruflin, Eclipsys president and CEO, said, "Our market continues to show no abatement from regulatory and industry pressures to upgrade technology. We believe our SunriseXA strategy will position us to continue to pursue market opportunities. Customers will remain our foremost priority, and we will continue our focus on providing them with solutions that create value for their organizations." Investor teleconference October 21 Eclipsys senior executives will discuss the results during an investor community teleconference scheduled for 9 a.m. Eastern time Tuesday, October 21. Persons interested in participating in the teleconference should call (800) 621-5270 within 10 minutes before the conference is slated to begin. For listen-only mode, participants can go to www.eclipsys.com about 10 minutes prior to the conference call to register and to download the necessary audio software. An audio replay will be available for approximately 48 hours beginning 11 a.m. Eastern time October 21 by visiting www.eclipsys.com. About Eclipsys Eclipsys is a leading provider of advanced clinical, financial and management information software and service solutions to more than 1,500 healthcare facilities. Eclipsys empowers healthcare organizations to improve patient safety, revenue cycle management and operational efficiency through innovative information solutions. For more information, see www.eclipsys.com or e-mail info@eclipsys.com. Statements in this news release concerning future results, performance or expectations are forward-looking statements within the meaning of the Private Securities Litigation Reform Act of 1995, as amended. All forward-looking statements included in this document are based upon information available to Eclipsys as of the date hereof and Eclipsys assumes no obligation to update any such 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 several risks in connection with our SunriseXA strategy, including the uncertainty of the time and costs required to implement the strategy, the potential that our strategy could change, the potential that we may encounter technical difficulties in implementing our strategy, and the potential that the changes to our products may affect customer demand. Other risks include potential financial constraints and other factors faced by the healthcare industry, changing customer requirements and other risks described in the filings of Eclipsys with the Securities and Exchange Commission, including its quarterly report on Form 10-Q for the quarter ended June 30, 2003. Eclipsys, Eclipsys Corporation and The Outcomes Company are registered trademarks and SunriseXA and the phrase "better healthcare through knowledge" are trademarks of Eclipsys Technologies Corporation. Other product and company names in this news release are trademarks or registered trademarks of their respective companies. Eclipsys Corporation Consolidated Balance Sheets - Unaudited As of September 30, 2003 and December 31, 2002 (000's Omitted) September December 30, 2003 31, 2002 ----------- ----------- Assets Current assets: Cash and cash equivalents $117,361 $183,500 Marketable securities 41,444 - Accounts receivable, net 48,772 46,822 Inventory 659 656 Other current assets 13,499 16,921 ----------- ----------- Total current assets 221,735 247,899 Property and equipment, net 32,356 26,800 Capitalized software development costs, net 24,882 16,375 Acquired technology, net 19 267 Goodwill 454 454 Other assets 15,150 9,402 ----------- ----------- Total assets $294,596 $301,197 =========== =========== Liabilities and Stockholders' Equity Current liabilities: Deferred revenue $86,055 $79,235 Accrued compensation costs 11,957 14,442 Other current liabilities 26,350 13,854 ----------- ----------- Total current liabilities 124,362 107,531 Deferred revenue 8,049 843 Other long-term liabilities 675 226 Stockholders' equity: Common stock 457 451 Additional paid-in-capital 409,327 405,380 Unearned stock compensation (852) (1,021) Accumulated deficit (246,926) (211,814) Accumulated other comprehensive loss (496) (399) ----------- ----------- Total stockholders' equity 161,510 192,597 ----------- ----------- Total liabilities and stockholders' equity $294,596 $301,197 =========== =========== Eclipsys Corporation Consolidated Statements of Operations - Unaudited (000's Omitted) Three Months Ended September 30, 2003 2002 ------------- ------------- Revenues: Systems and services $61,559 $44,521 Hardware 6,591 3,028 ------------- ------------- Total revenues 68,150 47,549 ------------- ------------- Costs and expenses: Cost of systems and services revenues 35,855 30,924 Cost of hardware revenues 5,551 2,479 Sales and marketing 17,766 14,487 Research and development 14,633 12,129 General and administrative 3,063 3,218 Depreciation and amortization 2,761 2,218 ------------- ------------- Total costs and expenses 79,629 65,455 ------------- ------------- Loss from operations (11,479) (17,906) Interest income, net 412 732 ------------- ------------- Loss before income taxes (11,067) (17,174) Provision for income taxes - - ------------- ------------- Net loss $(11,067) $(17,174) ============= ============= Earnings per share: Basic loss per share $(0.24) $(0.38) ============= ============= Diluted loss per share $(0.24) $(0.38) ============= ============= Weighted average shares outstanding: Basic 45,488 44,774 ============= ============= Diluted 45,488 44,774 ============= ============= Eclipsys Corporation Consolidated Statements of Operations - Unaudited (000's Omitted) Nine Months Ended September 30, 2003 2002 -------------- -------------- Revenues: Systems and services $173,637 $153,383 Hardware 14,735 11,237 -------------- -------------- Total revenues 188,372 164,620 -------------- -------------- Costs and expenses: Cost of systems and services revenues 102,559 87,047 Cost of hardware revenues 12,398 9,292 Sales and marketing 52,040 37,725 Research and development 41,152 33,584 General and administrative 9,847 8,476 Depreciation and amortization 7,630 6,250 -------------- -------------- Total costs and expenses 225,626 182,374 -------------- -------------- Loss from operations (37,254) (17,754) Interest income, net 2,143 3,007 -------------- -------------- Loss before income taxes (35,111) (14,747) Provision for income taxes - 165 -------------- -------------- Net loss $(35,111) $(14,912) ============== ============== Earnings per share: Basic loss per share $(0.78) $(0.33) ============== ============== Diluted loss per share $(0.78) $(0.33) ============== ============== Weighted average shares outstanding: Basic 45,283 44,631 ============== ============== Diluted 45,283 44,631 ============== ============== CONTACT: Eclipsys (media) Judy Barnett, 561-322-4351 judy.barnett@eclipsys.com or (investors) Robert J. Colletti, 561-322-4650 investor.relations@eclipsys.com -----END PRIVACY-ENHANCED MESSAGE-----