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Eclipsys Corp – ‘S-4’ on 12/4/98 – EX-99.4

As of:  Friday, 12/4/98   ·   Accession #:  950133-98-4050   ·   File #:  333-68353

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  As Of                Filer                Filing    For·On·As Docs:Size              Issuer               Agent

12/04/98  Eclipsys Corp                     S-4                   15:991K                                   Bowne - DC/FA

Registration of Securities Issued in a Business-Combination Transaction   —   Form S-4
Filing Table of Contents

Document/Exhibit                   Description                      Pages   Size 

 1: S-4         Form S-4 Registration Statement Eclipsys Corp.       278   1.49M 
 2: EX-5.1      Opinion of Hale and Dorr LLP                           2     13K 
 3: EX-8.1      Opinion of Hale and Dorr LLP as to Tax Matters         4     15K 
 4: EX-8.2      Form of Opinion of Foley, Hoag & Eliot LLP             3     14K 
 5: EX-23.1     Consent of Pricewaterhousecoopers LLP                  1      7K 
 6: EX-23.2     Consent of Pricewaterhousecoopers LLP                  1      7K 
 7: EX-23.3     Consent of Kpmg Peat Marwick LLP                       1      8K 
 8: EX-23.4     Consent of Pricewaterhousecoopers LLP                  1      8K 
 9: EX-23.5     Consent of Ernst & Young LLP                           1      7K 
10: EX-99.3     Form of Proxy Card for Eclipsys Corp.                  2±    12K 
11: EX-99.4     Form of Proxy Card for Transition Systems, Inc.        2     12K 
12: EX-99.5     Consent of Bt Alex. Brown Incorporated                 1      8K 
13: EX-99.6     Consent of Morgan Stanley & Co.                        1      8K 
14: EX-99.7     Consent of Robert F. Raco                              1      7K 
15: EX-99.8     Consent of Patrick T. Hackett                          1      7K 


EX-99.4   —   Form of Proxy Card for Transition Systems, Inc.

EX-99.41st Page of 2TOCTopPreviousNextBottomJust 1st
 

Exhibit 99.4 THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF TRANSITION SYSTEMS, INC. SPECIAL MEETING OF STOCKHOLDERS -- DECEMBER 30, 1998 The undersigned stockholder of Transition Systems, Inc. ("TSI"), hereby appoints Robert F. Raco, Christine Shapleigh and Paula J. Malzone, or any of them, with power of substitution, as proxies of the undersigned to attend the Special Meeting of Stockholders of TSI to be held on December 30, 1998, at 10:00 A.M., local time, at the offices of Foley, Hoag & Eliot LLP, located at One Post Office Square, Boston, Massachusetts, and any adjournment thereof, and to vote the number of shares of Common Stock the undersigned would be entitled to vote if personally present as indicated on the reverse side of this proxy card. [Download Table] PLEASE BE SURE TO COMPLETE AND SIGN SEE REVERSE SIDE THE PROXY ON THE REVERSE SIDE. SEE REVERSE SIDE
EX-99.4Last Page of 2TOC1stPreviousNextBottomJust 2nd
[X] PLEASE MARK VOTES AS IN THIS EXAMPLE. THIS PROXY WILL BE VOTED AS YOU SPECIFY BELOW AND AS TO OTHER MATTERS THE UNDERSIGNED HEREBY CONFERS DISCRETIONARY AUTHORITY UPON SAID PROXIES. IF NO SPECIFICATION IS MADE, IT WILL BE VOTED FOR APPROVAL OF THE MERGER AND THE MERGER AGREEMENT. [Download Table] To approve and adopt the Agreement and Plan of Merger FOR AGAINST ABSTAIN (the "Merger Agreement") dated as of October 29, 1998 among [ ] [ ] [ ] TSI, Eclipsys Corporation ("Eclipsys") and its wholly-owned subsidiary Exercise Acquisition Corp. ("Merger Sub"), pursuant to which Merger Sub will be merged into TSI, with TSI becoming a wholly-owned subsidiary of Eclipsys (the "Merger"), and to approve and adopt the Merger. The undersigned hereby revokes any proxy to vote said shares heretofore given and acknowledges receipt of the Notice of Special Meeting of Stockholders and the Joint Proxy Statement/Prospectus, both dated December 4, 1998. If the address below is incorrect or the zip code is missing, please indicate corrections or provide zip code to facilitate future mailings. PLEASE VOTE, SIGN, DATE AND PROMPTLY RETURN THIS PROXY USING THE ENCLOSED ENVELOPE. [Download Table] MARK HERE FOR [ ] MARK HERE IF [ ] ADDRESS CHANGE YOU PLAN TO AND NOTE AT LEFT ATTEND THE MEETING NOTE: Please sign this proxy exactly as your name or names appears hereon. Joint owners should each sign personally. If signing as Attorney, Executor, Administrator, Guardian or Trustee, please give full title and evidence of authority to act. If a corporation, please sign full corporate name by duly authorized officer or officers, affix corporate seal and attach certified copy of resolution or by-law evidencing authority. Signature: ________________________ Date: ______________ Signature: ___________

Dates Referenced Herein   and   Documents Incorporated by Reference

Referenced-On Page
This ‘S-4’ Filing    Date First  Last      Other Filings
12/30/981
Filed on:12/4/982
10/29/9828-K
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Filing Submission 0000950133-98-004050   –   Alternative Formats (Word / Rich Text, HTML, Plain Text, et al.)

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