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

Date of Report (Date of Earliest Event Reported): August 1824, 2010

Eclipsys Corporation

(Exact name of registrant as specified in its charter)

Delaware	000-24539	65-0632092
(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)
Three Ravinia Drive, Atlanta, Georgia		30346
(Address of principal executive offices)		(Zip Code)

Registrant’s telephone number, including area code: (404) 847-5000

c/o Allscripts Healthcare Solutions, Inc.

222 Merchandise Mart Plaza, Suite 2024, Chicago,

Illinois

60654

(Address of principal executive offices)

(Zip Code)

~~Not~~Registrant’s ~~Applicable~~telephone number, including area code: (312) 506-1200

Three Ravinia Drive, Atlanta, Georgia, 30346

Former name or former address, if changed since last report

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions:

¨	Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

¨	Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

¨	Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

¨	Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

Item 51.02. ~~Departure~~Termination of ~~Directors~~a orMaterial ~~Certain~~Definitive ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Agreement.

~~Incentive~~On ~~Retention~~August 24, 2010, the Credit Agreement dated August 26, 2008 among Eclipsys Corporation (“Eclipsys”), certain lenders and Wachovia Bank, National Association, as Administrative Agent, was terminated in accordance with the previously disclosed Agreement and Plan of Merger (the “Merger Agreement”) among Eclipsys, Allscripts-Misys Healthcare Solutions, Inc, a Delaware corporation (which has changed its name to Allscripts Healthcare Solutions, Inc.) (“Allscripts”), and Arsenal Merger Corp, a Delaware corporation and wholly-owned subsidiary of Allscripts (“Merger Sub”).

AsItem ~~previously disclosed, on June 9, 2010, Eclipsys Corporation (“Eclipsys”), entered into an Agreement and Plan of Merger (the “Merger Agreement”) with Allscripts-Misys Healthcare Solutions, Inc~~2.~~, a Delaware corporation (which has changed its name to Allscripts Healthcare Solutions, Inc~~01.) ~~(“Allscripts”),~~Completion ~~and Arsenal Merger Corp., a Delaware corporation and wholly owned subsidiary~~ of ~~Allscripts~~Acquisition ~~(“Merger~~or ~~Sub”).~~Disposition The Merger Agreement provides that, upon the terms and subject to the conditions set forth in the Merger Agreement, Merger Sub will merge with and into Eclipsys, with Eclipsys surviving as a wholly owned subsidiary of ~~Allscripts (the “Merger”)~~Assets.

InPursuant ~~connection~~to ~~with~~ the ~~transactions~~Merger ~~contemplated~~Agreement, byon ~~the~~August 24, ~~Merger Agreement~~2010, ~~Eclipsys~~ ~~has~~Merger ~~established~~Sub ~~the~~was ~~Eclipsys~~merged ~~Corporation~~with ~~Incentive~~and ~~Retention~~into ~~Plan~~Eclipsys (the “~~Plan~~Merger”)., ~~The~~with Eclipsys ~~purpose~~surviving of the ~~Plan is to retain certain highly qualified individuals in the employment of the combined company after the~~ Merger and ~~motivate~~becoming ~~such individuals~~a towholly ~~achieve~~owned ~~post-Merger~~subsidiary ~~performance~~of ~~objectives~~Allscripts. ~~Prior~~Pursuant to the ~~Merger,~~terms ~~the~~of ~~Plan will be administered by~~ the ~~Eclipsys~~Merger ~~Compensation Committee~~Agreement, ~~which~~each isoutstanding ~~authorized~~share toof ~~select~~Eclipsys ~~the~~common ~~Plan’s participants. After the Merger~~stock, ~~the~~other ~~Plan~~than ~~will~~shares ~~be administered~~held by ~~the~~Eclipsys ~~Allscripts Compensation Committee. Various employees will participate~~ in ~~the~~its ~~Plan~~treasury, ~~including~~by ~~the~~any ~~following~~wholly owned ~~Named~~subsidiary ~~Executive Officers~~ of Eclipsys~~: Philip M. Pead~~, ~~Chris~~by E.Allscripts ~~Perkins,~~or ~~John~~by P.any ~~Gomez,~~wholly ~~and~~owned W.subsidiary ~~David~~of ~~Morgan.~~Allscripts, ~~The~~was ~~Plan awards~~converted ~~for~~into the ~~Named~~right ~~Executive Officers consist of (i) cash awards equal~~ to areceive ~~potential maximum of $843,750 for Mr~~1. ~~Pead,~~2 ~~$531,250~~shares ~~for~~(the ~~Mr. Perkins,~~“Exchange ~~$593,750 for Mr. Gomez, and $275,000 for Mr. Morgan; and (ii~~Ratio”) ~~awards~~ of ~~performance-based~~ ~~restricted~~Allscripts ~~shares of Eclipsys~~ common stock ~~equal~~(plus tocash ain ~~potential~~lieu ~~maximum~~ of ~~54,189~~fractional shares ~~for Mr~~). ~~Pead~~ Additionally, ~~34,119~~each ~~shares~~outstanding ~~for~~Eclipsys ~~Mr. Perkins,~~stock 38option,~~133~~ ~~shares~~restricted ~~for~~stock ~~Mr. Gomez~~award, ~~and~~restricted ~~17,662 shares for Mr. Morgan. Like other shares of Eclipsys~~ stock ~~outstanding~~unit, ~~each~~deferred ~~share~~stock ofunit ~~the~~and ~~restricted~~performance stock ~~will~~unit beaward ~~exchanged~~was ~~for~~converted ~~1.2~~into ~~shares~~an of Allscripts ~~common~~option, restricted stock inaward, ~~connection~~restricted ~~with~~stock ~~the~~unit, deferred ~~Merger.~~stock ~~The~~unit ~~cash~~or ~~awards~~performance ~~vest~~stock inunit ~~six~~award, ~~equal~~as ~~installments on~~ the ~~following~~case ~~dates:~~may ~~on the date of the closing of the Merger and on the dates that are 6~~be, ~~12,~~with ~~16,~~appropriate 20adjustments ~~and~~to ~~24 months after~~ the ~~closing~~number of ~~the Merger. One-half of the performance-based restricted~~ shares ~~are~~subject ~~eligible~~ to ~~vest in each of~~ the ~~years~~award ~~ended September 30, 2011~~ and ~~2012; actual vesting depends upon the achievement of certain cost synergies and the booking of new integrated deals as established by the Compensation Committee~~, ~~and no shares will vest~~ if ~~specified minimum performance levels are not achieved. All awards also will vest upon a termination due to death or disability~~applicable, ~~and termination by~~ the ~~company~~per ~~without~~share ~~cause~~exercise ~~and~~price byto ~~the~~reflect ~~participant for good reason. Awards not previously vested are forfeited upon termination of employment for any other reason. The Plan and~~ the ~~awards~~Exchange ~~will automatically terminate and all awards will be forfeited if the Merger does not occur by December 31, 2010~~Ratio.

~~Amendments~~The foregoing description of the Merger and the Merger Agreement is not complete and is qualified in its entirety by reference to ~~Executive~~the Merger ~~Employment~~Agreement, ~~Arrangements~~which was attached as Exhibit 2.1 to Eclipsys’ Current Report on Form 8-K filed with the Securities and Exchange Commission on June 9, 2010 and is incorporated herein by reference.

~~Between~~The ~~August 20~~Merger ~~and August 24~~Agreement, ~~2010,~~which ~~Eclipsys~~has ~~entered~~been ~~into~~included ~~amendments~~ to ~~employment~~provide ~~agreements~~investors ~~(collectively~~with information regarding its terms, ~~the~~contains ~~“Amendments”)~~representations ~~with~~and ~~each~~warranties of ~~Philip~~Allscripts, M.Eclipsys ~~Pead,~~and ~~Chris~~Merger ESub. ~~Perkins,~~The ~~Brian~~Merger W.Agreement ~~Copple,~~is ~~John~~not E.intended ~~Deady~~to provide any other factual information about Allscripts, ~~and~~Eclipsys ~~John~~or P.Merger ~~Gomez~~Sub. The ~~Amendments~~assertions ~~bring~~embodied ~~the~~in ~~employment~~those ~~agreements into~~representations ~~compliance~~and ~~with~~warranties were made for purposes of the ~~most~~Merger ~~recent~~Agreement ~~guidance~~and ~~related~~are subject to ~~Code~~qualifications ~~Section 409A’s~~and ~~rules~~limitations ~~regarding~~ agreed to by the ~~time~~respective parties in connection with negotiating the terms of the Merger Agreement. In addition, certain representations and ~~form~~warranties were made as of ~~deferred~~a ~~compensation~~specific ~~payments~~date, inmay be subject to a ~~number~~contractual standard of ~~respects~~materiality ~~and take~~different ~~advantage~~from ofwhat anmight ~~IRS~~be ~~correction~~viewed ~~procedure~~as material to stockholders, ~~IRS~~or ~~Notice~~may ~~2010-6~~have been used for purposes of allocating risk between the respective parties rather than establishing matters as facts. Accordingly, toinvestors ~~correct~~ should not rely on the ~~Code~~ ~~Section 409A failures~~representations ~~before~~and warranties in the ~~end~~Merger Agreement as characterizations of ~~2010~~the toactual ~~avoid adverse~~state ~~tax~~of ~~consequences~~facts about Allscripts, Eclipsys or Merger Sub. ~~All~~Investors ofshould read the Merger ~~changes~~Agreement ~~made~~together bywith the ~~Amendments~~ ~~are~~other ~~made~~information toconcerning ~~bring~~Allscripts ~~the~~and ~~documents~~Eclipsys ~~into~~that ~~compliance~~each company publicly files in reports and statements with ~~Code~~the ~~Section 409A~~SEC.

~~Between~~Item ~~August 20 and August 24, 2010, Eclipsys entered into amendments to preferred stock unit agreements (collectively, the “Amendments”) with each of Philip M~~3.01 ~~Pead,~~Notice Chris E. Perkins, John E. Deady, and John P. Gomez. The Amendments bring the preferred stock unit agreements into compliance with the most recent guidance related to Code Section 409A’s rules regarding the time of ~~deferred~~Delisting ~~compensation~~or ~~payments~~Failure ~~and take advantage of an IRS correction procedure, IRS Notice 2010-6,~~ to ~~correct the Code~~Satisfy ~~Section 409A failures~~a ~~before~~Continued ~~the~~Listing ~~end~~Rule ofor ~~2010~~Standard; ~~to avoid~~Transfer ~~adverse tax consequences. All~~ of ~~the changes made by the Amendments are made to bring the documents into compliance with Code Section 409A~~Listing.

On August 1924, 2010, in ~~consideration of the contributions of Jay Deady to Eclipsys and certain transitional assistance and the termination of Mr. Deady’s employment with Eclipsys in~~ connection with the Merger, ~~the Compensation Committee of the Board of Directors of~~ Eclipsys ~~approved~~notified the ~~extension~~NASDAQ ~~from~~Global 90Select ~~days~~Market to(“NASDAQ”) ~~365 days~~ of ~~the~~its ~~period~~intent ofto ~~time~~remove ~~following~~its ~~the~~common ~~termination~~stock offrom ~~employment~~listing. ~~during~~On ~~which Mr.~~August ~~Deady~~24, ~~may exercise the stock option for 400~~2010,~~000~~ ~~shares~~NASDAQ offiled ~~Eclipsys~~a ~~common~~delisting ~~stock~~application aton anForm 25 ~~exercise~~with ~~price~~the ofSecurities ~~$21.03~~and ~~per~~Exchange ~~share,~~Commission ~~which was awarded~~ to ~~Mr. Deady~~delist inand ~~connection with~~deregister ~~commencement~~Eclipsys’ ofcommon ~~his employment with Eclipsys~~stock.

~~Eclipsys~~Item ~~and Brian Copple entered into a Supplemental Severance Agreement on August 17, 2010, which provides that when and if Mr~~3. ~~Copple~~03 ~~becomes~~Material ~~entitled~~Modification to ~~receive~~Rights the severance benefits specified in his employment agreement with Eclipsys, then subject to the same conditions applicable to his right to receive those severance benefits, Eclipsys will provide to Mr. Copple a supplemental severance payment equal to the sum of ~~one-half~~Security of his annual base salary in effect on the date of the agreement, plus one-half of his annual target bonus in effect on the date of the agreement, which sum shall be paid in a lump sum on the date that is six months plus one day after the date MrHolders. ~~Copple’s employment terminates.~~

~~Forward-Looking~~The ~~Statements~~information required by Item 3.03 is contained in Item 2.01 and is incorporated herein by reference.

~~This communication~~Item ~~contains forward-looking statements within the meaning of the federal securities laws~~5.01 ~~Statements~~Change ~~regarding~~in ~~the~~Control ~~possible payouts under the retention plan, proposed merger between Eclipsys and Allscripts, the anticipated benefits~~ of the ~~proposed~~ transaction, including future financial and operating results, the strategic opportunities available to the combined company, the combined company’s plans, objectives, expectations and intentions, platform and product integration, the connection and movement of data among hospitals, physicians, patients and others, merger synergies and cost savings, client attainment of “meaningful use” and accessibility of federal stimulus payments, enhanced competitiveness and accessing new client opportunities, market evolution, the benefits of the combined companies’ products and services, the availability of financing, future events, developments, future performance, as well as management’s expectations, beliefs, intentions, plans, estimates or projections relating to the future are forward-looking statements within the meaning of these lawsRegistrant. These forward-looking statements are subject to a number of risks and uncertainties, some of which are outlined below. As a result, no assurances can be given that any of the events anticipated by the forward-looking statements will transpire or occur, or if any of them do so, what impact they will have on the results of operations or financial condition of Allscripts, Eclipsys or the combined company or the proposed transaction.

~~Such~~The ~~risks,~~information ~~uncertainties~~required ~~and~~by ~~other~~Item 5.01 ~~factors~~is ~~include, among~~contained ~~other things: any conditions or contingencies imposed~~ in ~~connection~~Item 2.01 with the proposed merger; the possibility that the proposed transaction does not close, including due to the failure to satisfy the closing conditions; the possibility that the expected synergies, efficiencies and ~~cost~~is ~~savings~~incorporated ofherein the proposed transaction will not be realized, or will not be realized within the expected time period; the possibility that performance targets for the performance-based restricted stock retention awards will not be met and that the full potential of the retention awards will not be earned; potential difficulties or delays in achieving platform and product integration and the connection and movement of data among hospitals, physicians, patients and others; the risk that the Allscripts and Eclipsys businesses will not be integrated successfully; disruption from the proposed transaction making it more difficult to maintain business and operational relationships; competition within the industries in which Allscripts and Eclipsys operate; failure to achieve certification under the Health Information Technology for Economic and Clinical Health Act could result in increased development costs, a breach of some customer obligations and could put Allscripts and Eclipsys at a competitive disadvantage in the marketplace; unexpected requirements to achieve interoperability certification pursuant to the Certification Commission for Healthcare Information Technology could result in increased development and other costs for Allscripts and Eclipsys; the volume and timing of systems sales and installations, the length of sales cycles and the installation process and the possibility that Allscripts’ and Eclipsys’ products will not achieve or sustain market acceptance; the timing, cost and success or failure of new product and service introductions, development and product upgrade releases; competitive pressures including product offerings, pricing and promotional activities; Allscripts’ and Eclipsys’ ability to establish and maintain strategic relationships; undetected errors or similar problems in Allscripts’ and Eclipsys’ software products; the outcome of any legal proceeding that has been or may be instituted against Allscripts, Misys plc or Eclipsys and others; compliance with existing laws, regulations and industry initiatives and future changes in laws or regulations in the healthcare industry, including possible regulation of Allscripts’ and Eclipsys’ software by ~~the U~~reference.S. ~~Food and Drug Administration; the possibility of product-related liabilities;~~

~~Allscripts’~~Item ~~and~~5.02 ~~Eclipsys’~~Departure ~~ability to attract and retain qualified personnel; the implementation and speed~~ of ~~acceptance~~Directors of the electronic record provisions of the American Recovery and Reinvestment Act of 2009; maintaining Allscripts’ and Eclipsys’ intellectual property rights and litigation involving intellectual property rights; risks related to third-party suppliers and Allscripts’ and Eclipsys’ ability to obtain, use or ~~successfully~~Certain ~~integrate third-party licensed technology~~Officers; ~~and~~Election ~~breach~~ of ~~Allscripts’~~Directors; orAppointment Eclipsys’ security by third parties. See Allscripts’ and Eclipsys’ Annual Reports on Form 10-K and Annual Reports to Stockholders for the fiscal years ended May 31, 2010 and December 31, 2009, respectively, the definitive joint proxy statement/prospectus/information statement mailed by Allscripts and Eclipsys to their respective stockholders on or about July 15, 2010, and other public filings with the SEC for a further discussion of ~~these~~Certain ~~and~~Officers; ~~other~~Compensatory ~~risks~~Arrangements ~~and uncertainties applicable to Allscripts’ and Eclipsys’ respective businesses. The statements herein speak only as~~ of ~~their~~Certain ~~date and neither Allscripts nor Eclipsys undertakes any duty to update any forward-looking statement whether as a result of new information, future events or changes in their respective expectations~~Officers.

~~SIGNATURES~~On August 24, 2010, all of the members of the Eclipsys board of directors resigned and were replaced by Glen E. Tullman and Lee A. Shapiro. Additionally, Philip M. Pead, Chris E. Perkins, W. David Morgan, John J. McAuley, Matthew D. Sappern, Nitin G. Deshpande and John P. Gomez resigned from their positions as officers of Eclipsys. Following the completion of the Merger, Glen E. Tullman was appointed as Chief Executive Officer, Lee A. Shapiro was appointed as the President and Secretary and William J. Davis was appointed as Vice President and Treasurer.

~~Pursuant~~Item to5.03 ~~the~~Amendments ~~requirements~~to ofArticles ~~the Securities Exchange Act~~ of ~~1934,~~Incorporation ~~the~~or ~~registrant~~Bylaws; ~~has~~Changes ~~duly~~in ~~caused~~Fiscal ~~this report to be signed on its behalf by the undersigned hereunto duly authorized~~Year.

On August 24, 2010, in connection with the Merger, the articles of incorporation and bylaws of Eclipsys were amended and restated. Copies of Eclipsys’ articles of incorporation and bylaws are attached hereto as Exhibit 3.1 and Exhibit 3.2, respectively, and are incorporated herein by reference.

Item 9.01.

Financial Statements and Exhibits.

(d) Exhibits.


2.1		The Agreement and Plan of Merger, dated June 9, 2010, by and among Allscripts-Misys Healthcare Solutions, Inc., Arsenal Merger Corp. and Eclipsys Corporation is incorporated by reference from Eclipsys’ Current Report on Form 8-K filed on June 9, 2010

3.1		Amended and Restated Articles of Incorporation of Eclipsys Corporation

3.2		Bylaws of Eclipsys Corporation

SIGNATURE

Pursuant to the requirements of Section 12 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.

EXHIBIT INDEX


2.1		The Agreement and Plan of Merger, dated June 9, 2010, by and among Allscripts-Misys Healthcare Solutions, Inc., Arsenal Merger Corp. and Eclipsys Corporation is incorporated by reference from Eclipsys’ Current Report on Form 8-K filed on June 9, 2010

3.1		Amended and Restated Articles of Incorporation of Eclipsys Corporation

3.2		Bylaws of Eclipsys Corporation

ECLIPSYS CORPORATION

August 23, 2010

/s/ Brian W. Copple

Name: Brian W. Copple

Title: Chief Legal Officer, General Counsel and Corporate Secretary

Filing Compare · ECLIPSYS CORP