Allscripts Healthcare Solutions Announces Private Placement of Convertible Senior Debentures.CHICAGO -- Allscripts Healthcare Solutions, Inc. (Nasdaq:MDRX) announced today that it intends, subject to market and other conditions, to privately place $75 million aggregate principal amount of convertible senior debentures due 2024. The debentures will be convertible, if certain conditions are met, into shares of the Company's common stock. The Company also plans to grant to the initial purchasers of the debentures an option to purchase up to an additional $7.5 million aggregate principal amount of debentures. The placement of the debentures is expected to close on or about July 6, 2004, subject to customary closing conditions. The Company intends to use the net proceeds Net Proceeds The amount received after all costs are deducted from the sale of a piece of property or security. Notes: In the case of an investor selling a security, net proceeds represent the proceeds from the sale minus any trading costs (i.e. commissions). to repurchase approximately $11.25 million of its common stock that it expects will be sold by purchasers of the debentures and for general corporate purposes, which may include future additional share repurchases Share Repurchase A program by which a company buys back its own shares from the marketplace, reducing the number of outstanding shares. This is usually an indication that the company's management thinks the shares are undervalued. , acquisitions or other strategic investments. This news release does not constitute an offer to sell or the solicitation of an offer to buy, nor shall there be any sale of the debentures or the common stock issuable upon conversion of the debentures in any state in which such offer, solicitation or sale would be unlawful. The debentures will be offered to qualified institutional buyers In law, a Qualified Institutional Buyer is a purchaser of securities that is financially sophisticated and is legally recognized by security market regulators to need less protection from sellers than most members of the public. in reliance on Rule 144A Rule 144A A Securities & Exchange Commission rule modifying a two-year holding period requirement on privately placed securities to permit qualified institutional buyers to trade these positions among themselves. under the Securities Act of 1933, as amended. The debentures and the common stock issuable upon conversion of the debentures have not been registered under the Securities Act, and unless so registered, may not be offered or sold in the United States United States, officially United States of America, republic (2005 est. pop. 295,734,000), 3,539,227 sq mi (9,166,598 sq km), North America. The United States is the world's third largest country in population and the fourth largest country in area. except pursuant to an exemption from, or in a transaction not subject to, the registration requirements of the Securities Act and applicable state securities laws. About Allscripts Healthcare Solutions Allscripts Healthcare Solutions (AHS AHS Assistant House Surgeon. ) is the leading provider of clinical software, connectivity and information solutions for physicians. The Company's TouchWorks(TM) software is a modular Electronic Medical Record (EMR (ElectroMagnetic Radiation) The emanation of energy from everything in the universe. Although the EMR from electrical and electronic devices is typically measured for practical, every-day situations, every object, including humans, emanates energy. ) that enhances physician productivity by automating the most common physician activities including prescribing, dictating, capturing charges, ordering labs and viewing results, providing patient education, and documenting clinical encounters. TouchWorks is available on the latest Tablet PCs (1) A tablet computer environment from Microsoft that is based on an enhanced version of Windows XP. Designed to function more like a portable writing tablet than previous tablet-based computers, it includes handwriting recognition as well as the ability to retain handwritten words , wireless handheld devices, desktop workstations and over the Internet. AHS also offers electronic document imaging and scanning solutions through its Advanced Imaging Concepts subsidiary. Additionally, AHS provides healthcare product education and market research programs for physicians through its Physicians Interactive(TM) unit and medication fulfillment services through its Allscripts Direct(TM) unit. This announcement may contain forward-looking statements forward-looking statement A projected financial statement based on management expectations. A forward-looking statement involves risks with regard to the accuracy of assumptions underlying the projections. about Allscripts Healthcare Solutions that involve risks and uncertainties. These statements are developed by combining currently available information with Allscripts' beliefs and assumptions. Forward-looking statements do not guarantee future performance. Because Allscripts cannot predict all of the risks and uncertainties that may affect it, or control the ones it does predict, Allscripts' actual results may be materially different from the results expressed in its forward-looking statements. For a more complete discussion of the risks, uncertainties and assumptions that may affect Allscripts, see the Company's 2003 Annual Report on Form 10-K Form 10-K A report required by the SEC from exchange-listed companies that provides for annual disclosure of certain financial information. Form 10-K See 10-K. , available through the Web site maintained by the Securities and Exchange Commission at www.sec.gov. |
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