-----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, LuryhcELGEAVTi9MpzJZViuo/i+PmxwAbgwI2UXH+yR4xwsfdzeY4NxrBgBbV+hd eEhXfURDEkY9kmg7KMnpEw== 0001209191-09-004705.txt : 20090123 0001209191-09-004705.hdr.sgml : 20090123 20090123181038 ACCESSION NUMBER: 0001209191-09-004705 CONFORMED SUBMISSION TYPE: 3 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20090115 FILED AS OF DATE: 20090123 DATE AS OF CHANGE: 20090123 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: Morgan Wayne David III CENTRAL INDEX KEY: 0001454322 FILING VALUES: FORM TYPE: 3 SEC ACT: 1934 Act SEC FILE NUMBER: 000-24539 FILM NUMBER: 09543358 BUSINESS ADDRESS: BUSINESS PHONE: 404-847-5980 MAIL ADDRESS: STREET 1: THREE RAVINIA DRIVE, SUITE B-150 CITY: ATLANTA STATE: GA ZIP: 30346 ISSUER: 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 BUSINESS ADDRESS: STREET 1: THREE RAVINIA DRIVE CITY: ATLANTA STATE: GA ZIP: 30346 BUSINESS PHONE: 404-847-5000 MAIL ADDRESS: STREET 1: THREE RAVINIA DRIVE CITY: ATLANTA STATE: GA ZIP: 30346 3 1 doc3.xml FORM 3 SUBMISSION X0203 3 2009-01-15 0 0001034088 ECLIPSYS CORP ECLP 0001454322 Morgan Wayne David III THREE RAVINIA DRIVE SUITE B-150 ATLANTA GA 30346 0 1 0 0 Interim CFO Common Stock 6666 D Common Stock 2087 D Option to Purchase 23.10 2015-08-14 Common Stock 20000 D Option to Purchase 13.79 2015-11-14 Common Stock 6250 D Pending vesting, the shares (i) are subject to restrictions on transfer, and (ii) any shares not vested at the time employment terminates will be forfeited to the Issuer. There are four "Vesting Dates" as follows: June 1, 2009, June 1, 2010, June 1, 2011, and June 1, 2012. The shares shall vest in four equal annual installments on such Vesting Dates, each consisting of 25% of the total number of shares (alternating first rounding up and then down for half shares). Pending vesting, the shares (i) are subject to restrictions on transfer, and (ii) any shares not vested at the time employment terminates will be forfeited to the Issuer. There are four "Vesting Dates" as follows: December 1, 2009, December 1, 2010, December 1, 2011, and December 1, 2012. The shares shall vest in four equal annual installments on such Vesting Dates, each consisting of 25% of the total number of shares (first rounding up for the first three Vesting Dates and then down for the fourth Vesting Date for partial shares). Exercisable date varies. /s/ David Morgan / rms under power of attorney 2009-01-23 EX-24.3_270730 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY The undersigned hereby authorizes and designates Brian W. Copple and Robert M. Saman, each acting singly, as my agent and attorney-in-fact, with full power of substitution, to: 1. obtain, change and otherwise administer EDGAR access codes for me for use in connection with filings made on my behalf with the SEC pursuant to Section 16 of the Securities Exchange Act of 1934 and the SEC's rules thereunder; 2. prepare and sign on my behalf any Form 3, Form 4 or Form 5 report regarding transactions in securities of Eclipsys Corporation under Section 16 of the Securities Exchange Act of 1934 and the SEC's rules thereunder, and file the same with the Securities and Exchange Commission and each stock exchange or market on which Eclipsys Corporation's stock is listed or quoted; and 3. prepare and sign on my behalf any Form 144 Notice under the Securities Act of 1933 and file same with the Securities and Exchange Commission. The undersigned hereby grants to each such attorney-in-fact full power and authority to do and perform any and every act and thing whatsoever requisite, necessary, or proper to be done in the exercise of any of the rights and powers herein granted, as fully to all intents and purposes as the undersigned might or could do if personally present, with full power of substitution or revocation, hereby ratifying and confirming all that such attorney-in-fact, or such attorney-in-fact's substitute or substitutes, shall lawfully do or cause to be done by virtue of this Power of Attorney and the rights and powers herein granted. The undersigned acknowledges that the foregoing attorneys-in-fact, in serving in such capacity at the request of the undersigned, are not assuming, nor is the Company assuming, any of the undersigned's responsibilities to comply with Section 16 of the Securities Act of 1934, as amended. This Power of Attorney shall remain in full force and effect until the undersigned is no longer required to file Forms 3, 4, and 5 with respect to the undersigned's holdings of and transactions in securities issued by the Company, unless earlier revoked by the undersigned in a signed writing delivered to the foregoing attorneys-in-fact, and will not be affected by the undersigned's subsequent disability or incompetence. Dated: January 19, 2009 /s/ David Morgan _______________________ David Morgan -----END PRIVACY-ENHANCED MESSAGE-----