|
||||||||||||||||||||||||||
| SEC Info℠ | | | Home | | | Search | | | My Interests | | | Help | | | Sign In | | | Please Sign In | |||||||
|
||||||||||||||||||||||||||
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 3/02/20 Allscripts Healthcare Soluti… Inc 10-K 12/31/19 156:33M ActiveDisclosure/FA |
Document/Exhibit Description Pages Size
1: 10-K Annual Report HTML 3.26M
2: EX-4.5 Instrument Defining the Rights of Security Holders HTML 55K
3: EX-21.1 Subsidiaries List HTML 60K
4: EX-23.1 Consent of Experts or Counsel HTML 45K
5: EX-31.1 Certification -- §302 - SOA'02 HTML 51K
6: EX-31.2 Certification -- §302 - SOA'02 HTML 51K
7: EX-32.1 Certification -- §906 - SOA'02 HTML 47K
30: R1 Document and Entity Information HTML 109K
90: R2 Consolidated Balance Sheets HTML 171K
145: R3 Consolidated Balance Sheets (Parenthetical) HTML 69K
51: R4 Consolidated Statements of Operations HTML 178K
31: R5 Consolidated Statements of Comprehensive Income HTML 82K
92: R6 Consolidated Statements of Stockholders' Equity HTML 146K
146: R7 Consolidated Statements of Stockholders' Equity HTML 46K
(Parenthetical)
49: R8 Consolidated Statements of Cash Flows HTML 189K
34: R9 Basis of Presentation and Significant Accounting HTML 130K
Policies
115: R10 Revenue from Contracts with Customers HTML 282K
137: R11 Leases HTML 164K
74: R12 Business Combinations and Other Investments HTML 196K
22: R13 Fair Value Measurements HTML 209K
116: R14 Fixed Assets HTML 93K
138: R15 Goodwill and Intangible Assets HTML 300K
75: R16 Asset Impairment Charges HTML 70K
23: R17 Debt HTML 289K
120: R18 Income Taxes HTML 408K
136: R19 Stock Award Plan HTML 298K
56: R20 Stockholders' Equity HTML 55K
35: R21 Earnings (Loss) Per Share HTML 224K
86: R22 Accumulated Other Comprehensive Loss HTML 289K
140: R23 Derivative Financial Instruments HTML 197K
57: R24 Commitments HTML 57K
36: R25 Discontinued Operations HTML 178K
87: R26 Business Segments HTML 144K
141: R27 Supplemental Disclosures HTML 173K
55: R28 Geographic Information HTML 96K
40: R29 Contingencies HTML 59K
29: R30 Quarterly Financial Information (Unaudited) HTML 499K
80: R31 Schedule II-Valuation and Qualifying Accounts HTML 102K
133: R32 Basis of Presentation and Significant Accounting HTML 221K
Policies (Policies)
112: R33 Basis of Presentation and Significant Accounting HTML 96K
Policies (Tables)
28: R34 Revenue from Contracts with Customers (Tables) HTML 237K
79: R35 Leases (Tables) HTML 165K
132: R36 Business Combinations and Other Investments HTML 186K
(Tables)
111: R37 Fair Value Measurements (Tables) HTML 207K
24: R38 Fixed Assets (Tables) HTML 95K
81: R39 Goodwill and Intangible Assets (Tables) HTML 301K
43: R40 Asset Impairment Charges (Tables) HTML 65K
60: R41 Debt (Tables) HTML 262K
156: R42 Income Taxes (Tables) HTML 414K
100: R43 Stock Award Plan (Tables) HTML 298K
42: R44 Earnings (Loss) Per Share (Tables) HTML 225K
59: R45 Accumulated Other Comprehensive Loss (Tables) HTML 291K
155: R46 Derivative Financial Instruments (Tables) HTML 197K
99: R47 Commitments (Tables) HTML 55K
41: R48 Discontinued Operations (Tables) HTML 183K
62: R49 Business Segments (Tables) HTML 138K
68: R50 Supplemental Disclosures (Tables) HTML 179K
13: R51 Geographic Information (Tables) HTML 100K
108: R52 Quarterly Financial Information (Unaudited) HTML 499K
(Tables)
127: R53 Basis of Presentation and Significant Accounting HTML 64K
Policies - Additional Information (Detail)
69: R54 Basis of Presentation and Significant Accounting HTML 50K
Policies - Unamortized Balances of Capitalized
Software (Detail)
14: R55 Basis of Presentation and Significant Accounting HTML 51K
Policies - Capitalized Software Development Costs,
Write Offs and Amortization of Capitalized
Software Development Costs (Detail)
110: R56 Basis of Presentation and Significant Accounting HTML 46K
Policies - Company Contributions to Employee
Benefit Plan (Detail)
128: R57 Revenue from Contracts with Customers - Additional HTML 70K
Information (Detail)
67: R58 Revenue from Contracts with Customers - Summary of HTML 60K
Revenue Recognized on Various Performance
Obligations and Elected Accounting Expedients
(Detail)
15: R59 Revenue from Contracts with Customers - Summary of HTML 83K
Revenue by Type and Nature of Revenue Stream by
Reportable Segments (Detail)
93: R60 Leases - Additional Information (Detail) HTML 60K
151: R61 Leases - Summary of Total Costs Associated with HTML 61K
Leased Assets (Detail)
63: R62 Leases - Supplemental Information for Operating HTML 58K
and Finance Leases (Detail)
44: R63 Leases - Summary of Balance Sheet Location and HTML 89K
Balances for Operating and Finance Leases (Detail)
96: R64 Leases - Summary of Future Maturities of Lease and HTML 91K
Non-Lease Components (Detail)
154: R65 Business Combinations and Other Investments - HTML 64K
Additional Information (Detail)
66: R66 Business Combinations and Other Investments - HTML 71K
Acquisition of Health Grid - Additional
Information (Detail)
47: R67 Business Combinations and Other Investments - HTML 69K
Schedule of Consideration Transaction (Detail)
97: R68 Business Combinations and Other Investments - HTML 87K
Assets Acquired and Liabilities Assumed (Detail)
149: R69 Business Combinations and Other Investments - HTML 69K
Acquired Intangible Assets Amortization (Detail)
124: R70 Business Combinations and Other Investments - HTML 59K
Acquisition of Practice Fusion, Inc - Additional
Information (Detail)
107: R71 Business Combinations and Other Investments - HTML 55K
Netsmart LLC Divestiture - Additional Information
(Detail)
19: R72 Business Combinations and Other Investments - HTML 133K
Other Acquisitions, Divestitures and Investments -
Additional Information (Detail)
73: R73 Business Combinations and Other Investments - HTML 64K
Summary of Other Equity Investments Included in
Other Assets (Detail)
121: R74 Business Combinations and Other Investments - HTML 59K
Impairment of and Losses on Long-term Investments
- Additional Information (Detail)
103: R75 Fair Value Measurements - Additional Information HTML 53K
(Detail)
16: R76 Fair Value Measurements - Summary of Financial HTML 94K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
70: R77 Fair Value Measurements - Summary of Financial HTML 50K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Parenthetical) (Detail)
126: R78 Fair Value Measurements - Summary of Changes in HTML 74K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Detail)
102: R79 Fair Value Measurements - Summary of Changes in HTML 50K
Assets and Liabilities Measured at Fair Value on
Recurring Basis (Parenthetical) (Detail)
123: R80 Fixed Assets - Fixed Assets (Detail) HTML 76K
106: R81 Fixed Assets - Additional Information (Detail) HTML 49K
18: R82 Fixed Assets - Depreciation and Amortization HTML 47K
Expense (Detail)
72: R83 Goodwill and Intangible Assets - Goodwill and HTML 65K
Intangible Assets (Detail)
122: R84 Goodwill and Intangible Assets - Additional HTML 91K
Information (Detail)
105: R85 Goodwill and Intangible Assets - Changes in HTML 123K
Carrying Amount of Goodwill (Detail)
17: R86 Goodwill and Intangible Assets - Amortization HTML 52K
Expense Related to Intangible Assets (Detail)
71: R87 Goodwill and Intangible Assets - Future HTML 61K
Amortization Expense for Intangible Assets
(Detail)
125: R88 Asset Impairment Charges - Additional Information HTML 92K
(Detail)
101: R89 Asset Impairment Charges - Summary of Non-Cash HTML 56K
Asset Impairment Charges (Detail)
94: R90 Debt - Debt Outstanding Excluding Finance Lease HTML 78K
Obligations (Detail)
152: R91 Debt - Interest Expense (Detail) HTML 59K
64: R92 Debt - Interest Expense Related to 0.875% HTML 53K
Convertible Senior Notes and 1.25% Cash
Convertible Senior Notes (Detail)
45: R93 Debt - Additional Information (Detail) HTML 275K
95: R94 Debt - Summary of Future Debt Payments (Detail) HTML 83K
153: R95 Debt - Summary of Future Debt Payments HTML 48K
(Parenthetical) (Detail)
65: R96 Income Taxes - Geographic Breakdown of (Loss) HTML 56K
Income Before Income Tax Benefits (Detail)
46: R97 Income Taxes - Components of (Benefit) Provision HTML 78K
for Income Taxes (Detail)
98: R98 Income Taxes - Additional Information (Detail) HTML 128K
150: R99 Income Taxes - Taxes Computed at Statutory Federal HTML 112K
Income Tax Rate Reconciled to Provision for Income
Taxes (Detail)
26: R100 Income Taxes - Components of Deferred Tax Assets HTML 97K
and Liabilities (Detail)
83: R101 Income Taxes - Deferred Tax Assets (Liabilities) HTML 54K
Classified in Consolidated Balance Sheets (Detail)
131: R102 Income Taxes - Change in the Amount of HTML 63K
Unrecognized Tax Benefits (Detail)
114: R103 Income Taxes - Recognized Interest and Penalties HTML 46K
Related to Uncertain Tax Positions (Detail)
25: R104 Income Taxes - Amount of Interest and Penalties HTML 46K
Included in Consolidated Balance Sheets (Detail)
82: R105 Stock Award Plan - Stock-Based Compensation HTML 60K
Expense (Detail)
129: R106 Stock Award Plan - Additional Information (Detail) HTML 108K
113: R107 Stock Award Plan - Activity for Restricted Stock HTML 71K
Units (Detail)
27: R108 Stock Award Plan - Stock Options Outstanding HTML 76K
(Detail)
78: R109 Stock Award Plan - Stock Option Activity (Detail) HTML 49K
53: R110 Stock Award Plan - Stock Option Awards (Detail) HTML 70K
38: R111 Stockholders' Equity - Additional Information HTML 131K
(Detail)
84: R112 Earnings (Loss) Per Share - Calculations of HTML 136K
Earnings (Loss) Per Share (Detail)
142: R113 Earnings (Loss) Per Share - Anti-Dilutive Stock HTML 47K
Options, Restricted Stock Unit Awards and Warrants
Excluded from Computation of Diluted Earnings
(Loss) Per Share (Detail)
54: R114 Accumulated Other Comprehensive Loss - Components HTML 75K
of Accumulated Other Comprehensive Loss (Detail)
39: R115 Accumulated Other Comprehensive Loss - Components HTML 52K
of Accumulated Other Comprehensive Loss
(Parenthetical) (Detail)
85: R116 Accumulated Other Comprehensive Loss - Income Tax HTML 127K
Effects Related to Components of Other
Comprehensive Loss (Detail)
143: R117 Accumulated Other Comprehensive Loss - Income Tax HTML 47K
Effects Related to Components of Other
Comprehensive Loss (Parenthetical) (Detail)
58: R118 Derivative Financial Instruments - Fair Value and HTML 68K
Balance Sheet Locations - (Detail)
37: R119 Derivative Financial Instruments - Additional HTML 71K
Information (Detail)
118: R120 Derivative Financial Instruments - Derivatives HTML 60K
Instruments Designated as Cash Flow Hedges -
(Detail)
134: R121 Derivative Financial Instruments - Net Impact of HTML 52K
Changes in Fair Value of Call Option and Embedded
Cash Conversion Option - (Detail)
76: R122 Commitments - Additional Information (Detail) HTML 47K
20: R123 Commitments - Summary of Expense Incurred under HTML 52K
Atos Agreement (Detail)
119: R124 Discontinued Operations - Additional Information HTML 57K
(Detail)
135: R125 Discontinued Operations - Summary of Major Income HTML 104K
and Expense Line Items Reported in Consolidated
Statements of Operations (Detail)
77: R126 Discontinued Operations - Summary of Major Classes HTML 88K
of Line Items Constituting Income (Loss) of
Discontinued Operations (Detail)
21: R127 Business Segments - Additional Information HTML 47K
(Detail)
117: R128 Business Segments - Revenues and Income from HTML 69K
Operations Related to Segment Within
Reconciliation to Consolidated Amounts (Detail)
139: R129 Supplemental Disclosures - Supplemental HTML 81K
Disclosures (Detail)
148: R130 Supplemental Disclosures - Accrued Expenses HTML 58K
(Detail)
89: R131 Supplemental Disclosures - Additional Information HTML 45K
(Detail)
33: R132 Supplemental Disclosures - Prepaids and Other HTML 52K
Current Assets (Detail)
50: R133 Supplemental Disclosures - Other Assets (Detail) HTML 64K
147: R134 Supplemental Disclosures - Other Assets HTML 47K
(Parenthetical) (Detail)
88: R135 Geographic Information - Revenues by Geographic HTML 59K
Area (Detail)
32: R136 Geographic Information - Long-Lived Assets by HTML 58K
Geographic Area (Detail)
48: R137 Contingencies - Additional Information (Detail) HTML 60K
144: R138 Quarterly Financial Information (Unaudited) - HTML 179K
Quarterly Financial Information (Unaudited)
(Detail)
91: R139 Schedule II - Valuation And Qualifying Accounts HTML 53K
(Detail)
52: XML IDEA XML File -- Filing Summary XML 308K
61: XML XBRL Instance -- mdrx-10k_20191231_htm XML 9.49M
104: EXCEL IDEA Workbook of Financial Reports XLSX 199K
9: EX-101.CAL XBRL Calculations -- mdrx-20191231_cal XML 487K
10: EX-101.DEF XBRL Definitions -- mdrx-20191231_def XML 1.48M
11: EX-101.LAB XBRL Labels -- mdrx-20191231_lab XML 2.60M
12: EX-101.PRE XBRL Presentations -- mdrx-20191231_pre XML 2.33M
8: EX-101.SCH XBRL Schema -- mdrx-20191231 XSD 377K
109: JSON XBRL Instance as JSON Data -- MetaLinks 690± 1.17M
130: ZIP XBRL Zipped Folder -- 0001564590-20-008173-xbrl Zip 612K
Exhibit 4.5
DESCRIPTION OF THE REGISTRANT’S SECURITIES REGISTERED PURSUANT TO SECTION 12 OF THE SECURITIES EXCHANGE ACT OF 1934
Allscripts Healthcare Solutions, Inc. (“Allscripts,” “we,” “us” or “our”) has one class of securities registered under Section 12 of the Securities Exchange Act of 1934: our common stock. The following summary of the material terms of our capital stock is not meant to be complete and is qualified by reference to Allscripts’ Fifth Amended and Restated Certificate of Incorporation (the “Certificate of Incorporation”) and Allscripts’ By-Laws, as amended and restated (the “By-Laws”), each of which is attached as an exhibit to our Annual Report on Form 10-K, and to all applicable provisions of the General Corporation Law of the State of Delaware (the “DGCL”).
Authorized Capital Stock
Allscripts’ current authorized capital stock consists of 349,000,000 shares of common stock, $0.01 par value per share, and 1,000,000 shares of preferred stock, $0.01 par value per share.
Allscripts Common Stock
Voting and Other Rights. Holders of Allscripts common stock are entitled to one vote for each share held of record on all matters submitted to a vote of stockholders, including the election of directors, and do not have cumulative voting rights. Generally, matters other than the election of directors to be decided by the stockholders will be decided by the vote of holders of a majority of the shares of Allscripts common stock entitled to vote on the subject matter and represented in person or by proxy at a meeting at which a quorum is present except where a different standard is required by the DGCL. Each director is elected by the vote of the majority of the votes cast with respect to that director’s election. The rights, preferences and privileges of holders of common stock are subject to, and may be adversely affected by, the rights of holders of shares of any series of preferred stock that Allscripts may designate and issue at any time in the future.
Dividend Rights; Rights Upon Liquidation. Holders of Allscripts common stock are entitled to receive dividends ratably, if any, as may be declared by the board of directors out of legally available funds. Upon Allscripts’ liquidation, dissolution or winding-up, holders of Allscripts common stock are entitled to share ratably in all assets remaining after payment of Allscripts’ debts and other liabilities, subject to the rights of holders of shares of any series of preferred stock that Allscripts may designate and issue at any time in the future.
Other Rights. Holders of Allscripts common stock currently have no pre-emptive, subscription or conversion rights. There are no sinking fund provisions or redemption provisions applicable to Allscripts common stock.
The Allscripts board of directors is authorized, without further stockholder approval but subject to any limitations prescribed by law, to establish from time to time one or more classes or series of preferred stock covering up to an aggregate of 1,000,000 shares of preferred stock, and to issue these shares of preferred stock in one or more series. Each class or series of Allscripts preferred stock will cover the number of shares and will have the preferences, voting powers, qualifications and special or relative rights or privileges as are determined by the board of directors, which may include, among others, dividend rights, liquidation preferences, voting rights, conversion rights and redemption rights.
The Allscripts board of directors may authorize the issuance of preferred stock with voting or conversion rights that could dilute the voting power or other rights of the holders of Allscripts common stock. The issuance of preferred stock could also delay, defer or prevent a change of control of Allscripts or otherwise negatively affect the market price of Allscripts common stock.
Anti-Takeover Provisions
Some provisions of Delaware law and our Certificate of Incorporation and By-Laws could make the following more difficult:
|
|
• |
acquisition of us by means of a tender offer; |
|
|
• |
acquisition of us by means of a proxy contest or otherwise; or |
|
|
• |
removal of our incumbent officers and directors. |
These provisions, summarized below, are expected to discourage coercive takeover practices and inadequate takeover bids. These provisions are also designed to encourage persons seeking to acquire control of us to first negotiate with our board of directors. We believe that these provisions give our board of directors the flexibility to exercise its fiduciary duties in a manner consistent with the interests of our stockholders.
Advance Notice Requirements. Our By-Laws establish advance notice procedures with respect to stockholder proposals and the nomination of candidates for election as directors.
Delaware Law. Our Certificate of Incorporation contains an election to be governed by Section 203 of the DGCL. Section 203 of the DGCL generally prohibits certain “business combinations,” including certain mergers, sales and leases of assets and tender or exchange offers, by a corporation or certain subsidiaries with an interested stockholder who beneficially owns 15% or more of a corporation’s voting stock, within three years after the person or entity becomes an interested stockholder, unless:
|
|
• |
the board of directors of the corporation has approved, before the acquisition time, either the business combination or the transaction that resulted in the person becoming an interested stockholder, |
2
|
• |
upon consummation of the transaction that resulted in the person becoming an interested stockholder, the person owns at least 85% of the corporation’s voting stock (excluding shares owned by directors who are officers and shares owned by employee stock plans in which participants do not have the right to determine confidentially whether shares will be tendered in a tender or exchange offer), or |
|
|
• |
after the person or entity becomes an interested stockholder, the business combination is approved by the board of directors and authorized by the vote of at least two-thirds of the outstanding voting stock not owned by the interested stockholder. |
No Stockholder Action by Written Consent; Special Meeting of Stockholders. Our Certificate of Incorporation prohibits our stockholders from acting by written consent without a meeting, and provides that special meetings of the stockholders may be called only by the Chairman of our board of directors or the board of directors in the manner provided in the By-Laws.
Undesignated Preferred Stock. The ability of our board of directors to issue shares of preferred stock without any action on the part of our stockholders may impede a takeover of us and prevent a transaction favorable to the holders of our common stock.
3
As Of Filer Filing For·On·As Docs:Size Issuer Filing Agent 5/28/20 SEC UPLOAD¶ 6/25/20 2:39K Veradigm Inc. 5/07/20 SEC UPLOAD¶ 6/25/20 2:44K Veradigm Inc. |