SECURITIES AND EXCHANGE COMMISSION
|
|
Washington, D.C. 20549
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_______________
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SCHEDULE 13D/A
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INFORMATION TO BE INCLUDED IN STATEMENTS FILED PURSUANT
TO RULE 13d-1(a) AND AMENDMENTS THERETO FILED PURSUANT TO
RULE 13d-2(a)
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Under the Securities Exchange Act of 1934
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(Amendment No. 2)
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Allscripts Healthcare Solutions, Inc.
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(Name of Issuer)
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Common Stock, par value $0.01 per share
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(Title of Class of Securities)
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01988P108
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(CUSIP Number)
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Marc Weingarten, Esq.
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Schulte Roth & Zabel LLP
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919 Third Avenue
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New York, New York 10022
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(212) 756-2000
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(Name, Address and Telephone Number of Person
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Authorized to Receive Notices and Communications)
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May 31, 2012
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(Date of Event which Requires
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Filing of this Schedule)
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CUSIP No. 01988P108
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SCHEDULE 13D/A
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Page 2 of 21 Pages
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1
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NAME OF REPORTING PERSON
HealthCor Management, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
10,500,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
10,500,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,500,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 3 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Associates, LLC
|
|||
2
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CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
10,500,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
10,500,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,500,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 4 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Offshore Master Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
6,290,169 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
6,290,169 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,290,169 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
3.6%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 5 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Offshore GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
6,290,169 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
6,290,169 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
6,290,169 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
3.6%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 6 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Hybrid Offshore Master Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Cayman Islands
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
559,558 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
559,558 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
559,558 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.3%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 7 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Hybrid Offshore GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
559,558 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
559,558 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
559,558 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.3%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 8 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Group, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
10,500,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
10,500,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,500,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 9 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Capital, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,411,273 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,411,273 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,411,273 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
2.0%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 10 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
3,411,273 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
3,411,273 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
3,411,273 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
2.0%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 11 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Long Offshore Master Fund, L.P.
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
WC
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
239,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
239,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
239,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
PN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 12 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
HealthCor Long Master GP, LLC
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
Delaware
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
239,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
239,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
239,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
0.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
OO
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 13 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
Arthur Cohen
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
10,500,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
10,500,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,500,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 14 of 21 Pages
|
1
|
NAME OF REPORTING PERSON
Joseph Healey
|
|||
2
|
CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP*
|
(a) x
(b) ¨
|
||
3
|
SEC USE ONLY
|
|||
4
|
SOURCE OF FUNDS*
AF
|
|||
5
|
CHECK BOX IF DISCLOSURE OF LEGAL PROCEEDING IS REQUIRED PURSUANT TO ITEMS 2(d) or 2(e)
|
¨
|
||
6
|
CITIZENSHIP OR PLACE OF ORGANIZATION
United States
|
|||
NUMBER OF
SHARES
BENEFICIALLY
OWNED BY
EACH
REPORTING
PERSON WITH
|
7
|
SOLE VOTING POWER
0
|
||
8
|
SHARED VOTING POWER
10,500,000 shares of Common Stock
|
|||
9
|
SOLE DISPOSITIVE POWER
0
|
|||
10
|
SHARED DISPOSITIVE POWER
10,500,000 shares of Common Stock
|
|||
11
|
AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH PERSON
10,500,000 shares of Common Stock
|
|||
12
|
CHECK IF THE AGGREGATE AMOUNT IN ROW (11) EXCLUDES CERTAIN SHARES*
|
¨
|
||
13
|
PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW (11) (see Item 5)
6.1%
|
|||
14
|
TYPE OF REPORTING PERSON*
IN
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 15 of 21 Pages
|
Item 4.
|
PURPOSE OF TRANSACTION.
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 16 of 21 Pages
|
Item 5.
|
INTEREST IN SECURITIES OF THE COMPANY.
|
(i)
|
HealthCor:
|
|||
(a)
|
As of the date hereof, HealthCor may be deemed the beneficial owner of 10,500,000 shares of Common Stock.
|
|||
Percentage: Approximately 6.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 10,500,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 10,500,000 shares of Common Stock
|
|||
(ii)
|
Associates:
|
|||
(a)
|
As of the date hereof, Associates may be deemed the beneficial owner of 10,500,000 shares of Common Stock.
|
|||
Percentage: Approximately 6.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 10,500,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 10,500,000 shares of Common Stock
|
|||
(iii)
|
Offshore Fund:
|
|||
(a)
|
As of the date hereof, Offshore Fund may be deemed the beneficial owner of 6,290,169 shares of Common Stock.
|
|||
Percentage: Approximately 3.6% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 6,290,169 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 6,290,169 shares of Common Stock
|
|||
(iv)
|
Offshore GP:
|
|||
(a)
|
As of the date hereof, Offshore GP may be deemed the beneficial owner of 6,290,169 shares of Common Stock.
|
|||
Percentage: Approximately 3.6% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 6,290,169 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 6,290,169 shares of Common Stock
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 17 of 21 Pages
|
(v)
|
Hybrid Fund:
|
|||
(a)
|
As of the date hereof, Hybrid Fund may be deemed the beneficial owner of 559,558 shares of Common Stock.
|
|||
Percentage: Approximately 0.3% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 559,558 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 559,558 shares of Common Stock
|
|||
(vi)
|
Hybrid GP:
|
|||
(a)
|
As of the date hereof, Hybrid GP may be deemed the beneficial owner of 559,558 shares of Common Stock.
|
|||
Percentage: Approximately 0.3% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 559,558 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 559,558 shares of Common Stock
|
|||
(vii)
|
Group:
|
|||
(a)
|
As of the date hereof, Group may be deemed the beneficial owner of 10,500,000 shares of Common Stock.
|
|||
Percentage: Approximately 6.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 10,500,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 10,500,000 shares of Common Stock
|
|||
(viii)
|
Capital:
|
|||
(a)
|
As of the date hereof, Capital may be deemed the beneficial owner of 3,411,273 shares of Common Stock.
|
|||
Percentage: Approximately 2.0% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 3,411,273 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 3,411,273 shares of Common Stock
|
|||
(ix)
|
HealthCor Fund:
|
|||
(a)
|
As of the date hereof, HealthCor Fund may be deemed the beneficial owner of 3,411,273 shares of Common Stock.
|
|||
Percentage: Approximately 2.0% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 3,411,273 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 3,411,273 shares of Common Stock
|
|||
(x)
|
Long Fund:
|
|||
(a)
|
As of the date hereof, Long Fund may be deemed the beneficial owner of 239,000 shares of Common Stock.
|
|||
Percentage: Approximately 0.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 239,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4. | Shared power to dispose or direct the disposition: 239,000 shares of Common Stock |
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 18 of 21 Pages
|
(xi)
|
Long GP:
|
|||
(a)
|
As of the date hereof, Long GP may be deemed the beneficial owner of 239,000 shares of Common Stock.
|
|||
Percentage: Approximately 0.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 239,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 239,000 shares of Common Stock
|
|||
(xii)
|
Mr. Cohen:
|
|||
(a)
|
As of the date hereof, Mr. Cohen may be deemed the beneficial owner of 10,500,000 shares of Common Stock.
|
|||
Percentage: Approximately 6.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 10,500,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 10,500,000 shares of Common Stock
|
|||
(xiii)
|
Mr. Healey:
|
|||
(a)
|
As of the date hereof, Mr. Healey may be deemed the beneficial owner of 10,500,000 shares of Common Stock.
|
|||
Percentage: Approximately 6.1% as of the date hereof.
|
||||
(b)
|
1.
|
Sole power to vote or direct vote: 0
|
||
2.
|
Shared power to vote or direct vote: 10,500,000 shares of Common Stock
|
|||
3.
|
Sole power to dispose or direct the disposition: 0
|
|||
4.
|
Shared power to dispose or direct the disposition: 10,500,000 shares of Common Stock
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 19 of 21 Pages
|
Item 6.
|
CONTRACTS, ARRANGEMENTS, UNDERSTANDINGS OR RELATIONSHIPS WITH RESPECT TO SECURITIES OF THE ISSUER.
|
Item 7.
|
MATERIAL TO BE FILED AS EXHIBITS.
|
Exhibit B:
|
Agreement, dated as of May 31, 2012, by and among Allscripts Healthcare Solutions, Inc., HealthCor Offshore Master Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P., HealthCor, L.P., HealthCor Long Offshore Master Fund, L.P. and HealthCor Management, L.P.
|
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 20 of 21 Pages
|
HEALTHCOR MANAGEMENT, L.P.
|
|||
By:
|
HealthCor Associates, LLC, its general partner
|
||
By:
|
/s/ John H. Coghlin |
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
HEALTHCOR OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR OFFSHORE MASTER FUND, L.P.
|
|||
By:
|
HealthCor Group, LLC, its general partner
|
||
By:
|
/s/ John H. Coghlin
|
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
HEALTHCOR HYBRID OFFSHORE GP, LLC, for itself and as general partner on behalf of HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
|
|||
By:
|
HealthCor Group, LLC, its general partner
|
||
By:
|
/s/ John H. Coghlin |
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
HEALTHCOR CAPITAL, L.P., for itself and as general partner on behalf of HEALTHCOR, L.P.
|
|||
By:
|
HealthCor Group, LLC, its general partner
|
||
By:
|
/s/ John H. Coghlin
|
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
CUSIP No. 01988P108
|
SCHEDULE 13D/A
|
Page 21 of 21 Pages
|
HEALTHCOR LONG MASTER GP, LLC, for itself and as general partner on behalf of HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
|
|||
By:
|
HealthCor Group, LLC, its general partner
|
||
By:
|
/s/ John H. Coghlin
|
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
HEALTHCOR ASSOCIATES, LLC
|
|||
By:
|
/s/ John H. Coghlin |
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
HEALTHCOR GROUP, LLC
|
|||
By:
|
/s/ John H. Coghlin |
|
|
Name:
|
John H. Coghlin
|
||
Title:
|
General Counsel
|
||
ARTHUR COHEN, Individually
|
|||
By:
|
/s/ Arthur Cohen
|
|
|
Name:
|
Arthur Cohen
|
||
JOSEPH HEALEY, Individually
|
|||
By:
|
/s/ Joseph Healey |
|
|
Name:
|
Joseph Healey
|
1.1
|
Director Nominees
|
A-1
|
1.2
|
Nature of Rights
|
2.1
|
Representations and Warranties of the Stockholders
|
(a)
|
one or more of the Stockholders is the direct or indirect beneficial owner of the Shares;
|
(b)
|
each of the Stockholders that is not an individual is duly organized, validly existing and in good standing under the laws of its jurisdiction of organization and has all requisite power and authority to execute and deliver this Agreement;
|
(c)
|
this Agreement has been duly executed and delivered by the Stockholders;
|
(d)
|
this Agreement constitutes the valid and binding agreement of the Stockholders, enforceable against the Stockholders in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; and
|
(e)
|
no Nominee (or any Family Member, as defined in Nasdaq Rule 5605(a)(2)) has any contract, arrangement or understanding with any of the Stockholders or their Representatives (whether or not relating to the Company), other than the nominee letter agreements in the form provided to the Company, and none of the Nominees (or any Family Member) is an investor in any fund of, or co-investor with, the Stockholders or any of their affiliates.
|
2.2
|
Representations and Warranties of the Company
|
(a)
|
the Company is duly incorporated, validly existing and in good standing under the laws of the State of Delaware and has all requisite corporate power and authority to execute and deliver this Agreement;
|
(b)
|
this Agreement has been duly executed and delivered by the Company;
|
(c)
|
this Agreement constitutes the valid and binding agreement of the Company, enforceable against the Company in accordance with its terms, except as may be limited by bankruptcy, insolvency, fraudulent conveyance, reorganization, moratorium, and similar laws relating to or affecting creditors’ rights generally and general equitable principles (whether considered in a proceeding in equity or at law), in each case now or hereafter in effect; and
|
(d)
|
the actions contemplated by Section 1.1 of this Agreement have been duly and validly authorized by all necessary corporate action and expressly approved by the Board.
|
3.1
|
Covenants of the Stockholders
|
(a)
|
Concurrently with the execution of this Agreement, the Stockholders and HealthCor Management, L.P. shall file the Notice of Dismissal of All Claims With Prejudice in the form attached hereto as Exhibit A, each party to bear its own attorneys’ fees, costs and expenses with respect to the Lawsuit. The Stockholders and HealthCor Management, L.P., for themselves and for their Representatives, past and present, hereby covenant not to sue, and forever fully release and discharge the Company and each controlling person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, assign, executor, administrator, predecessor and successor, past and present, of the Company from any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever in connection with, relating to or resulting from the Lawsuit, the claims made therein and any facts, actions, events or circumstances relating thereto; provided, however, that the foregoing does not release or discharge in connection with, or require the Stockholders to opt out of, any class action lawsuit brought against the Company by an unaffiliated third party that does not challenge (i) the validity or application of Article II, Section 1(b) or Article III, Section 1 (fifth paragraph) of the Company’s By-Laws, (ii) any public disclosures alleged in the Lawsuit, or (iii) any public disclosures concerning, relating to, or made in connection with the 2012 Meeting.
|
(b)
|
The Stockholders hereby irrevocably withdraw their demands in connection with the 2012 Meeting for a stockholder list and other related materials and books and records pursuant to Section 220 of the General Corporation Law of the State of Delaware or otherwise. The Stockholders shall promptly return materials and summaries or duplicates thereof, if any, that have been delivered in connection with such request to the Stockholders, their affiliates or any of their respective directors, officers, partners, members, employees, agents (acting in such capacity), directly or indirectly controlled investment funds and any Person in which the Stockholders and/or such funds beneficially own and/or exercise control or direction over, directly or indirectly, securities carrying more than fifty percent (50%) of the voting rights of such Person (collectively, “Representatives”). The Company shall promptly reimburse the Stockholders for their $1,500 payment made to the Company in connection with obtaining the stockholder list and other related materials and books and records.
|
(c)
|
Each of the Stockholders agrees with the Company that, at the 2012 Meeting, it shall, and shall cause each of its Representatives to, vote all of the shares of Common Stock beneficially owned or over which control or direction is exercised by it:
|
(i)
|
for each of the Company’s nominees for election to the Board; and
|
(ii)
|
with respect to any matters being voted on at the 2012 Meeting (other than proposal 3, as described in the Company's Proxy Statement on Schedule
|
14A, filed with the SEC on May 16, 2012), in accordance with the recommendation of the Board.
|
(d)
|
Each of the Stockholders agrees with the Company that, during the period commencing on the date hereof and ending on the date that is the earliest to occur of (i) the date on which this Agreement terminates in accordance with Section 4.1, (ii) 30 days prior to the expiration of the advance notice period for the nomination of directors by stockholders at the 2013 Meeting and (iii) 30 days prior to the expiration of the advance notice period for the making of proposals by stockholders at the 2013 Meeting (the “Covered Period”), it shall not, and shall cause each of its Representatives not to, in any manner, directly or indirectly (including by initiating, advising, assisting or facilitating the taking of any actions by any other Person), alone or in concert with others:
|
(i)
|
propose to any Person, or effect or seek to effect, whether alone or in concert with others, any tender or exchange offer, merger, consolidation, acquisition, scheme, arrangement, business combination, recapitalization, reorganization, sale or acquisition of material assets, liquidation, dissolution or other extraordinary transaction involving the Company or any of its subsidiaries or joint ventures or any of their respective securities (each, an “Extraordinary Transaction”); provided, however, that this clause (i) shall not preclude the tender by a Stockholder of any voting securities of the Company into any tender or exchange offer or vote by a Stockholder of any voting securities of the Company in favor of any Extraordinary Transaction;
|
(ii)
|
form, join, encourage, influence, advise or in any way participate in a “group” (within the meaning of Section 13(d)(3) of the United States Securities Exchange Act of 1934 (the “Exchange Act”)) with respect to any securities of the Company or otherwise in any manner agree, attempt, seek or propose to deposit any securities of the Company or any securities convertible or exchangeable into or exercisable for any such securities in any voting trust or similar arrangement, except for any “group” solely among the Stockholders and affiliates thereof;
|
(iii)
|
make, or in any way participate in any “solicitation” of “proxies” (as such terms are used in the proxy rules of the Securities and Exchange Commission but without regard to the exclusion set forth in Rule 14a-1(l)(2)(iv)) or consents to vote, or seek to advise or influence any Person with respect to the voting of, any securities of the Company for the election of individuals to the Board or to approve stockholder proposals;
|
(iv)
|
make or be the proponent of any stockholder proposal;
|
(v)
|
(1) call or seek to call a meeting of stockholders, (2) seek representation on the Board, except as set forth herein, or (3) seek the removal of any member of the Board;
|
(vi)
|
take any action, alone or in concert with others, in support of or make any proposal or request that constitutes: (A) advising, controlling, changing or influencing the Board or management of the Company, including any plans or proposals to change the number or term of directors or to fill any existing vacancies on the Board; (B) any material change in the capitalization or dividend policy of the Company; (C) any other material change in the Company’s management, business or corporate structure; (D) seeking to have the Company waive, or make amendments or modifications to, the Company’s Certificate of Incorporation or By-Laws, or other actions which may impede the acquisition of control of the Company by any Person; (E) causing a class of securities of the Company to be delisted from, or to cease to be authorized to be quoted on, NASDAQ; or (F) causing a class of equity securities of the issuer to become eligible for termination of registration pursuant to Section 12(g)(4) of the Exchange Act;
|
(vii)
|
make any public disclosure, or take any action that could require the Company to make any public disclosure, with respect to any of the foregoing matters or any matters being voted on at the 2012 Meeting; or
|
(viii)
|
request in a public manner or in a manner that could reasonably be expected to result in a public disclosure that the Company or any of its representatives, directly or indirectly, release any of the Stockholders from, amend or waive, or otherwise take any action that is inconsistent with the foregoing matters.
|
(e)
|
The Stockholders shall, and shall cause their applicable affiliates to, promptly file an amendment to the Schedule 13D reporting entry into this Agreement, amending applicable items to conform to their obligations hereunder and appending or incorporating by reference this Agreement as an exhibit thereto. The Stockholders shall provide the Company with one business day to review and comment on such amendment in advance of filing.
|
3.2
|
Covenants of the Company
|
(a)
|
The Company, for itself and for its directors, officers, employees, agents (acting in such capacity) and affiliates, past and present, hereby covenants not to sue, and forever fully releases and discharges the Stockholders and each controlling person, officer, director, stockholder, agent, affiliate, employee, partner, attorney, assign, executor, administrator, predecessor and successor, past and present, of the Stockholders from any and all rights, claims, warranties, demands, debts, obligations, liabilities, costs, attorneys’ fees, expenses, suits, losses and causes of action of any nature whatsoever in connection with, relating to or resulting from the Lawsuit, the claims made therein, any facts, actions, events or circumstances relating thereto or any filings made by the Stockholders with the Securities and Exchange Commission prior to the date of this Agreement; provided, however, that this release shall not apply with respect to any claims concerning, relating to or arising out of any Stockholder’s conduct with respect to any class action permitted by Section 3.1(a).
|
(b)
|
The Company shall promptly file a Form 8-K reporting entry into this Agreement and appending or incorporating by reference this Agreement as an exhibit thereto. The Company shall provide the Stockholders with one business day to review and comment on such amendment, and on the supplemental proxy soliciting materials referred to in Section 1.1, in advance of filing.
|
4.1
|
Termination
|
(a)
|
This Agreement shall remain in full force and effect until the earliest of:
|
(i)
|
The Company’s material breach of its obligations under Section 1.1 of this Agreement, provided that (if such breach is curable) the Company has received ten days prior written notice of such breach and such breach has not been cured prior to the expiration date of such ten day period;
|
(ii)
|
the date that is 30 days prior to the expiration of the earliest to occur of the advance notice period for the nomination of directors or the advance notice period for the making of proposals by stockholders at the 2013 Meeting; and
|
(iii)
|
such other date established by mutual written agreement of the Company and the Stockholders.
|
4.2
|
Effect of Termination
|
5.1
|
Notices
|
If to the Company:
|
Allscripts Healthcare Solutions, Inc.
222 Merchandise Mart Plaza, Suite 2024
Chicago, IL 60654
|
Attention: General Counsel
Telephone: (312) 447-2456
Facsimile: (919) 800-6196
|
If to the Stockholders and any of their Representatives
|
c/o HealthCor Management, L.P.
Carnegie Hall Tower
152 West 57th Street, 43rd Floor
New York, NY 10019
|
Attention: John Coghlin
Telephone: (212) 622-7733
Facsimile: (646) 417-5233
|
5.2
|
No Third-Party Beneficiaries
|
5.3
|
Communications
|
5.4
|
Governing Law
|
5.5
|
Assignment; Successors
|
5.6
|
Amendments; Waivers
|
5.7
|
Entire Agreement
|
5.8
|
Counterparts
|
5.9
|
Expenses
|
5.10
|
Captions
|
5.11
|
HealthCor Related Parties
|
5.12
|
Specific Performance
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC.
|
||
By:
|
/s/ Glen E. Tullman | |
Name: Glen E. Tullman
|
||
Title: Chief Executive Officer
|
HEALTHCOR OFFSHORE MASTER FUND, L.P.
|
|||
By:
|
HEALTHCOR OFFSHORE GP, LLC
|
||
By:
|
/s/ Joseph Healey | ||
Name: Joseph Healey
|
|||
Title: Co-Chief Executive Officer
|
HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P.
|
|||
By:
|
HEALTHCOR HYBRID OFFSHORE GP, LLC
|
||
By:
|
/s/ Joseph Healey | ||
Name: Joseph Healey
|
|||
Title: Co-Chief Executive Officer
|
HEALTHCOR, L.P.
|
|||
By:
|
HEALTHCOR CAPITAL, L.P.
|
||
By:
|
/s/ Joseph Healey | ||
Name: Joseph Healey
|
|||
Title: Co-Chief Executive Officer
|
HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.
|
|||
By:
|
HEALTHCOR LONG MASTER GP, LLC
|
||
By:
|
/s/ Joseph Healey | ||
Name: Joseph Healey
|
|||
Title: Co-Chief Executive Officer
|
HEALTHCOR MANAGEMENT, L.P.
|
|||
By:
|
HEALTHCOR ASSOCIATES, LLC, its general partner
|
||
By:
|
/s/ Joseph Healey | ||
Name: Joseph Healey
|
|||
Title: Co-Chief Executive Officer
|
HEALTHCOR MANAGEMENT, L.P., HEALTHCOR L.P., HEALTHCOR OFFSHORE MASTER FUND, L.P., HEALTHCOR HYBRID OFFSHORE MASTER FUND, L.P., and HEALTHCOR LONG OFFSHORE MASTER FUND, L.P.,
Plaintiffs,
v.
|
)
)
)
)
)
)
)
)
)
)
)
|
C.A. No. 7557 - CS
|
ALLSCRIPTS HEALTHCARE SOLUTIONS, INC., a Delaware corporation, PAUL M. BLACK, DENNIS H. CHOOKASZIAN, ROBERT J. CINDRICH, MARCEL L. GAMACHE, PHILIP D. GREEN, MICHAEL J. KLUGER and GLEN E. TULLMAN,
Defendants.
|
)
)
)
)
)
)
)
)
|
OF COUNSEL:
Michael E. Swartz
Schulte Roth & Zabel LLP
919 Third Avenue
New York, New York 10022
(212) 756-2000
May __, 2012
|
/s/
Gregory V. Varallo (#2242)
Rudolf Koch (#4947)
Scott W. Perkins (#5049)
Robert L. Burns (#5314)
Susan M. Hannigan (#5342)
Richards, Layton & Finger, P.A.
One Rodney Square
920 N. King Street
Wilmington, Delaware 19801
(302) 651-7700
Attorneys for Plaintiffs HealthCor Management, L.P.,
HealthCor L.P., HealthCor Offshore Master Fund, L.P., HealthCor Hybrid Offshore Master Fund, L.P. and HealthCor Long Offshore Master Fund, L.P. |
A-1
|