Eclipsys Corp – ‘S-4’ on 12/4/98 – EX-99.3

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

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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-99.3   —   Form of Proxy Card for Eclipsys Corp.

EX-99.3
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                                                                    Exhibit 99.3

PROXY 

ECLIPSYS CORPORATION

THIS PROXY IS SOLICITED ON BEHALF OF THE BOARD OF DIRECTORS OF ECLIPSYS 
CORPORATION 
FOR THE SPECIAL MEETING ON DECEMBER 30, 1998

  The undersigned, having read the Notice of Special Meeting of Stockholders
of Eclipsys Corporation to be held on December 30, 1998, at 10:00 a.m. local    
time (the "Special Meeting") and the related Joint Proxy Statement/Prospectus,  
hereby appoints Harvey J. Wilson, Robert J. Vanaria and T. Jack Risenhoover, II,
and each of them, with full power of substitution in each, the proxies of the   
undersigned to represent the undersigned and vote all shares of Eclipsys        
Corporation Voting Common Stock which the undersigned may be entitled to vote at
the Special Meeting, and at any adjournment or postponement thereof, as follows 
on the reverse side.                                                            

                                                                [Download Table]


                                                              
                  CONTINUED AND TO BE SIGNED                  
SEE REVERSE SIDE       ON REVERSE SIDE.       SEE REVERSE SIDE

[X] PLEASE MARK                                                                 
VOTES AS IN                                                             
THIS EXAMPLE.                                                           

THIS PROXY, WHEN PROPERLY EXECUTED, WILL BE VOTED IN THE MANNER DIRECTED
BELOW BY THE UNDERSIGNED STOCKHOLDER. IF NO DIRECTION IS GIVEN, THIS PROXY WILL 
BE VOTED FOR THE PROPOSAL.                                                      

                                                                [Download Table]
                                                                                   
    1. Approval of the issuance of shares of Eclipsys         FOR  AGAINST  ABSTAIN
Corporation Common Stock, par value $.01 per share            [ ]    [ ]      [ ]  
("Eclipsys Voting Common Stock"), as contemplated by the                           
Agreement and Plan of Merger, dated October 29, 1998 (the                          
"Merger Agreement") among Eclipsys Corporation (the                                
"Company"), Exercise Acquisition Corp., a Massachusetts                            
corporation and a wholly owned subsidiary of the Company                           
("Sub"), and Transition Systems, Inc., a Massachusetts                             
corporation ("TSI"). The Merger Agreement provides that,                           
among other things, (a) Sub will be merged with and into                           
TSI, with TSI being the surviving corporation and becoming a                       
wholly owned subsidiary of the Company, and (b) each                               
outstanding share of Voting and Non-Voting Common Stock of                         
TSI, par value $.01 per share, will be converted into the                          
right to receive 0.525 shares of Eclipsys Voting Common                            
Stock.                                                                             

In their discretion, the proxies are authorized to vote upon such other 
matters as may properly come before the Special Meeting or any adjournment      
thereof.                                                                        

The undersigned hereby revokes any proxy to vote said shares previously 
given and acknowledges receipt of the Notice of the Special Meeting and the     
Joint Proxy Statement/Prospectus, dated December 4, 1998. Attendance of the     
undersigned at the Special Meeting or at any adjournment thereof will not be    
deemed to revoke this proxy unless the undersigned shall revoke this proxy in   
writing.                                                                        

                                                                [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(s) appear(s) on it. Joint     
      owners must each sign personally. If you are signing in a capacity such as
     Attorney, Executor, Administrator, Guardian or Trustee, please print such
    title below your signature and attach evidence of your authority to sign
    in such capacity. If the stockholder is a corporation, a duly authorized
      officer or officers should sign the full corporate name and their name and
title, affix the corporate seal and attach a certified copy of the  
resolution or bylaw evidencing authority.                           

Signature: ____ Date: Signature: ____ Date:                                     

 PLEASE COMPLETE AND PROMPTLY RETURN THIS PROXY USING THE ENCLOSED POSTAGE
PREPAID ENVELOPE.                                                               

Dates Referenced Herein   and   Documents Incorporated by Reference

This ‘S-4’ Filing		Date		Other Filings
		12/30/98
Filed on:		12/4/98
		10/29/98		8-K
				List all Filings