-----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, DL+Np2ctonYiveXjyQIjEz6gsXeFn+f81/KXbBuz6hCjZeFcH2cGKm+oEucUBXp8 gcV4To8r30Y/WFHCvAUHIg== 0001209191-09-051739.txt : 20091109 0001209191-09-051739.hdr.sgml : 20091109 20091109181518 ACCESSION NUMBER: 0001209191-09-051739 CONFORMED SUBMISSION TYPE: 4 PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20091105 FILED AS OF DATE: 20091109 DATE AS OF CHANGE: 20091109 ISSUER: COMPANY DATA: COMPANY CONFORMED NAME: CERNER CORP /MO/ CENTRAL INDEX KEY: 0000804753 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER INTEGRATED SYSTEMS DESIGN [7373] IRS NUMBER: 431196944 STATE OF INCORPORATION: DE FISCAL YEAR END: 1230 BUSINESS ADDRESS: STREET 1: 2800 ROCKCREEK PKWY-STE 601 CITY: KANSAS CITY STATE: MO ZIP: 64117 BUSINESS PHONE: 8162211024 MAIL ADDRESS: STREET 1: 2800 ROCKCREEK PKWY STREET 2: DROP 1624 CITY: KANSAS CITY STATE: MO ZIP: 64117 REPORTING-OWNER: OWNER DATA: COMPANY CONFORMED NAME: PATTERSON NEAL L CENTRAL INDEX KEY: 0000900405 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 4 SEC ACT: 1934 Act SEC FILE NUMBER: 000-15386 FILM NUMBER: 091169815 MAIL ADDRESS: STREET 1: CERNER CORP STREET 2: 2800 ROCKCREEK PARKWAY CITY: KANSAS CITY STATE: MO ZIP: 64117-2551 4 1 doc4.xml FORM 4 SUBMISSION X0303 4 2009-11-05 0 0000804753 CERNER CORP /MO/ CERN 0000900405 PATTERSON NEAL L 2800 ROCKCREEK PARKWAY NORTH KANSAS CITY MO 64117 1 1 0 0 Chairman and CEO Common Stock 2009-11-02 5 G 0 E 180 0.00 D 5558669 D Common Stock 2009-11-05 4 S 0 2000 77.46 D 882163.403 I by Trust Common Stock 2009-11-06 4 S 0 500 76.43 D 881663.403 I by Trust Common Stock 6800 I by Spouse Variable Prepaid Forward Contract 2009-11-06 4 J 0 500000 A Common Stock 500000 500000 D Non-Qualified Stock Option (right to buy) 40.22 2013-03-14 2018-03-14 Common Stock 72000 72000 D Non-Qualified Stock Option (right to buy) 36.72 2011-03-06 2019-03-06 Common Stock 70000 70000 D Non-Quallified Stock Option (right to buy) 14.8125 2005-06-28 2020-06-28 Common Stock 590000 590000 D Non-Quallified Stock Option (right to buy) 21.645 2006-06-14 2011-06-14 Common Stock 75000 75000 D Non-Quallified Stock Option (right to buy) 23.115 2007-04-05 2012-04-05 Common Stock 50000 50000 D Non-Quallified Stock Option (right to buy) 11.295 2008-06-12 2013-06-12 Common Stock 50000 50000 D Non-Quallified Stock Option (right to buy) 20.99 2009-06-03 2014-06-03 Common Stock 60000 60000 D Non-Quallified Stock Option (right to buy) 31.405 2010-06-03 2015-06-03 Common Stock 80000 80000 D Non-Quallified Stock Option (right to buy) 41.125 2010-09-16 2015-09-16 Common Stock 84000 84000 D Non-Quallified Stock Option (right to buy) 43.51 2011-03-09 2016-03-09 Common Stock 100000 100000 D Non-Quallified Stock Option (right to buy) 53.81 2012-03-09 2017-03-09 Common Stock 80000 80000 D Represents transactions that are exempt under Section 16(b) and are not reportable until a Form 5 is filed at the end of the year, however the reporting person has elected to report them on this Form 4. By Spouse as sole Trustee of Irrevocable Trust for minor child. Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $77.42 to $77.50. Full information regarding the number of shares purchased or sold at each separate price shall be provided upon request by the Commission staff, Cerner Corporation, or a Cerner shareholder. Price reflects a weighted-average price for the transaction. Sale of shares took place at actual prices ranging from $76.42 to $76.44. On November 6, 2009, a revocable trust in which the reporting person is the trustee (the "Trust") entered into a variable prepaid forward contract ("VPFC") with an unaffiliated third party. Under the terms of the VPFC, at maturity three years after the date thereof the Trust will deliver to the third party up to 500,000 shares of Cerner Corporation common stock, the precise amount being dependent on the market price at maturity. In exchange, the third party makes an upfront cash payment of $31,920,966.53 to the Trust within three business days after the date of the VPFC. At maturity, if the market price per share is equal to or less than the forward floor price, the Trust will deliver all of the covered shares to the third party. If the market price per share at maturity is greater than the floor price, the Trust will deliver fewer shares. The Trust has pledged 500,000 shares of Cerner Corporation common stock to secure its obligations under the VPFC and will retain voting rights, and subject to the terms of the agreement, dividends in the shares during the term of the pledge. At the election of the reporting person, the Trust may substitute other collateral for the pledged shares of Cerner Corporation common stock, and may settle the VPFC in cash, or with the pledged shares of Cerner Corporation common stock, or with other shares of Cerner Corporation common stock. The third party may not sell, lend, pledge, rehypothecate, assign, invest, use, commingle or otherwise dispose of, or otherwise use in its business any of the pledged Cerner Corporation common stock. The purpose of the VPFC is primarily to provide funding for other business investments of the Trust. The VPFC provides the Trust with current liquidity while it retains its interest in the shares, as well as the ability to participate (up to a cap) in future stock price appreciation. /s/Crystal Spoor, by Power of Attorney 2009-11-09 EX-24.4_304944 2 poa.txt POA DOCUMENT LIMITED POWER OF ATTORNEY FOR SECTION 16 REPORTING OBLIGATIONS The undersigned hereby appoints Michael Battaglioli, Crystal Spoor, Randy Sims and Tanya Wilson, signing singly, the undersigned's true and lawful attorney-in-fact to: (1) execute for and on behalf of the undersigned, in the undersigned's capacity as an officer and/or director of Cerner Corporation (the "Company"), Forms 3, 4, and 5 in accordance with Section 16(a) of the Securities Exchange Act of 1934 and ther rules thereunder; (2) do and perform any and all acts for and on behalf of the undersigned which may be necessary or desirable to complete and executre any such Form 3, 4, or 5 complete and execute any amendment or amendments thereto, and timely file such form with the United States Securities and Exchange Commission and any stock exchange or similar authority; and (3) take any other action of any type whatsoever in connection with the foregoing which, in the opinion of such attorney-in-fact, may be of benefit to, in the best interest of, or legally required by, the undersigned, it being understood that the documents executed by such attorney-in-fact on behalf of the undersined pursuant to this Power of Attorney shal be in such form and shall contain such terms and conditions as such attorney-in-fact may approve in such attorney-in-facts's discretion. 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 rightes 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 undesigned's responsibilities to comply with Section 16 or the Securities Exchange Act of 1934. This Power of Attorney shall remain in full force and effect until the undersigned in 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 such attorney-in-fact. IN WITNESS WHEREOF, the undersigned has caused this Power of Attorney to be executed as of this 22nd day of May, 2009. /s/Neal L. Patterson ------------------------ Neal L. Patterson Subscribed and Sworn before me this 22nd day of May, 2009. Notary Public:/s/Helen F. Henry 11-16-2012 Term Expires -----END PRIVACY-ENHANCED MESSAGE-----