Amendment to Tender-Offer Statement — Third-Party Tender Offer — Schedule TO
Filing Table of Contents
Document/Exhibit Description Pages Size
1: SC TO-T/A Amendment No. 3 to Schedule To-T 12 36K
2: EX-99.D.1 Employment Agreement 14 48K
11: EX-99.D.10 Cover Letter to J. Stumpf's Employment Agreement 2 12K
12: EX-99.D.11 Employment Agreement With Josh Wisham 13 48K
13: EX-99.D.12 Cover Letter to Josh Wisham's Employment Agreement 2 12K
3: EX-99.D.2 Cover Letter to the Employment Agreement 2 12K
4: EX-99.D.3 Employment Agreement With Evan G. Boyd 13 49K
5: EX-99.D.4 Cover Letter to Ivan G. Boyd Employment Agreement 2 12K
6: EX-99.D.5 Employment Agreement With Keith B. Hagen 13 49K
7: EX-99.D.6 Cover Letter to Keith Hagen's Employment Agreement 2 12K
8: EX-99.D.7 Employment Agreement With Kathy C. Hollister 13 48K
9: EX-99.D.8 Cover Letter to Hollister's Employment Agreement 2 12K
10: EX-99.D.9 Employment Agreement With Joseph J. Stumpf 13 49K
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
SCHEDULE TO
TENDER OFFER STATEMENT UNDER SECTION 14(d)(1) OR 13(e)(1)
OF THE SECURITIES EXCHANGE ACT OF 1934
(AMENDMENT NO. 3)
SUNQUEST INFORMATION SYSTEMS, INC.
(Name of Subject Company)
SUNSHINE ACQUISITION CORPORATION
KIRSTY, INC.
MISYS PLC
(Names of Filing Persons (Offerors))
COMMON STOCK, NO PAR VALUE PER SHARE
(Title of Class of Securities)
867654105
(CUSIP Number of Class of Securities)
PAUL WATERS
MISYS PLC
BURLEIGH HOUSE
SALFORD PRIORS
EVESHAM, WORCESTERSHIRE WR11 5SH
ENGLAND
011-44-1386-871 373
(Name, Address and Telephone Number of Person
Authorized to Receive Notices and Communications On Behalf of Filing Persons)
COPY TO:
PAUL H. WILSON, JR.
DEBEVOISE & PLIMPTON
919 THIRD AVENUE
NEW YORK, NY 10022
(212) 909-6000
[X] Check the box if any part of the fee is offset as provided by Rule
0-11(a)(2) and identify the filing with which the offsetting fee was
previously paid. Identify the
previous filing by registration statement number, or the Form of
Schedule and the date of its filing.
Amount Previously Paid: $80,868
Form or Registration No.: Schedule TO
Filing Party: Misys plc
Date Filed: June 29, 2001
[ ] Check the box if the filing relates solely to preliminary
communications made before the commencement of a tender offer.
Check the appropriate boxes below to designate any transactions to
which the statement relates:
[X] third-party tender offer subject to Rule l4d-1.
[ ] Issuer tender offer subject to Rule l3e-4.
[ ] going-private transaction subject to Rule 13e-3.
[ ] amendment to Schedule 13D under Rule 13d-2.
Check the following box if the filing is a final amendment reporting the results
of the tender offer: [ ]
AMENDMENT NO. 3 TO SCHEDULE TO
This Amendment No. 3 amends and supplements the Tender Offer Statement on
Schedule TO originally filed with the Securities and Exchange Commission on June
29, 2001, as amended by Amendment No. 1 filed on July 10, 2001 and Amendment No.
2 filed on July 18, 2001 (as amended, the "Schedule TO") by Misys plc, a public
company organized under the laws of England ("Misys"), Kirsty, Inc., a Delaware
corporation and an indirect wholly-owned subsidiary of Misys ("Kirsty"), and
Sunshine Acquisition Corporation, a Pennsylvania corporation and a wholly-owned
subsidiary of Kirsty (the "Purchaser"). The Schedule TO relates to the
third-party tender offer by the Purchaser to purchase all of the outstanding
shares of common stock, no par value (the "Shares"), of Sunquest Information
Systems, Inc. (the "Company") for a price of $24.00 per Share, net to the seller
in cash, without interest thereon, upon the terms and subject to the conditions
set forth in the Offer to Purchase dated June 29, 2001 (the "Offer to Purchase")
and in the related Letter of Transmittal, copies of which are attached as
Exhibits (a)(1)(A) and (a)(1)(B), respectively, to the Schedule TO. The
information in the Offer to Purchase is incorporated herein by reference.
Capitalized terms used and not defined herein shall have the meanings ascribed
to such terms in the Offer to Purchase.
As of July 13, 2001, Mark Emkjer, who is currently a member of the
Company's management, entered into an employment agreement with the Purchaser.
The terms of the employment agreement are clarified by an accompanying cover
letter dated July 13, 2001. A copy of the employment agreement and the cover
letter are attached hereto as Exhibit (d)(1) and Exhibit (d)(2), respectively.
As of July 19, 2001, each of Ivan G. Boyd, Keith B. Hagen, Kathy C.
Holister, Joseph J. Stumpf and Josh Wisham, each of whom is currently a member
of the Company's management, entered into an employment agreement with the
Purchaser. The terms of each of these employment agreements are clarified by
accompanying cover letters, each dated July 19, 2001. Copies of the employment
agreements and the cover letters are attached hereto as Exhibit (d)(3) through
Exhibit (d)(12).
ITEM 11. ADDITIONAL INFORMATION
Item 11 of the Schedule TO, which incorporates by reference the information
contained in the Offer to Purchase, is hereby amended and supplemented by adding
thereto the following:
"Emkjer Employment Agreement. In connection with the Offer, the Purchaser
has entered into an employment agreement with Mark Emkjer, dated as of July 13,
2001 (the "Emkjer Agreement"), to secure Mr. Emkjer's employment following the
consummation of the Merger. The terms of the Emkjer Agreement are clarified by
an accompanying cover letter dated as of July 13, 2001 (the "Emkjer Cover
Letter"). The following is a summary of the material provisions of the Emkjer
Agreement, as clarified by the Emkjer Cover Letter. The summary is qualified in
its entirety by reference to the Emkjer Agreement and the Emkjer Cover Letter,
which are incorporated by reference and copies of which are being filed as
Exhibits to this Amendment to the Schedule TO.
Under the Emkjer Agreement, Mr. Emkjer will be employed as the Company's
President and General Manager for a term commencing on the effective date of the
Merger and ending on the first anniversary thereof (the "Emkjer Initial Term").
Following the Emkjer Initial Term, the Emkjer Agreement will be automatically
renewed for successive periods of three months unless the Company or Mr. Emkjer
provides a notice of non-renewal at
least 30 days prior to the end of the Emkjer Initial Term, or if applicable, a
three month renewal period. During the term of the Emkjer Agreement, the
Company will continue to pay Mr. Emkjer a base salary which will be increased,
as of the first day of the Initial Term, by not more than 5% over his current
base salary. Mr. Emkjer's base salary is subject to annual review on each May
31, beginning on May 31, 2002.
As an additional incentive for continued service and as motivation for
superior performance, Mr. Emkjer will be eligible to receive an annual bonus and
to participate in the Company's incentive compensation plans, subject to the
terms and conditions thereunder. For the Company's fiscal year ending December
31, 2001, Mr. Emkjer's incentive compensation will be determined by the bonus
structure implemented by the Company prior to the Merger, subject to review by
senior management at Misys of the objectives underlying such bonus structure.
For the short fiscal year beginning January 1, 2002 and ending May 31,
2002, Mr. Emkjer will have the opportunity to earn as incentive compensation up
to 50% of his base salary for such fiscal year. Up to 60% of the amount of the
incentive compensation award will be based on the profits of the Company
business unit, while up to 40% will be determined by Mr. Emkjer's attainment of
his individual performance objectives. Mr. Emkjer will also be entitled to a
retention bonus equal to his starting base salary if he remains employed by the
Company for a period of one year after the Offer closes. However, this retention
bonus will be paid to Mr. Emkjer even if his employment is terminated during
such one year period as long as such termination of employment is not by the
Company for Cause or by Mr. Emkjer for other than Good Reason (in each case as
defined in the Emkjer Agreement). Mr. Emkjer will also be awarded options to
purchase up to 100,000 shares of Misys stock under the Misys Executive Share
Options Plan, subject to the terms and conditions thereunder (the "Option
Plan"). Mr. Emkjer will be entitled to employee benefits that will include
pension, medical, disability and life insurance benefits, subject to the
terms and conditions of the applicable plan or program sponsored by the Company.
In the event that Mr. Emkjer's employment is terminated without Cause
by the Company or by Mr. Emkjer for Good Reason in each case as defined in the
Emkjer Agreement, Mr. Emkjer will receive six months' continuation of base
salary payments and medical benefits (which may be extended, at the option of
the Company, to up to twelve months). Additionally, in the event of Mr. Emkjer's
termination of employment without Cause or for Good Reason, Mr. Emkjer will also
be entitled to (i) receive all or a portion of his incentive compensation
awards, subject to the terms of the applicable incentive compensation
arrangement and (ii) exercise a portion of his options to purchase Misys stock,
subject to the terms of the Option Plan.
The Emkjer Agreement also contains post-employment restrictions on
competition, solicitation of employees and clients, and other customary
provisions for the period of Mr. Emkjer's employment and for the period during
which Mr. Emkjer receives part-employment salary continuation and medical
benefits, as described above. Under the Emkjer Agreement, if Mr. Emkjer violates
any such post-employment restrictions he will forfeit all rights to his
post-employment salary continuation and medical benefits then remaining."
Other Employment Agreements. In connection with the Offer, the Purchaser
has entered into employment agreements, dated as of July 19, 2001 (the
"Employment Agreements"), with the following executives of the Company: Ivan G.
Boyd, Keith B. Hagen, Kathy C. Hollister, Joseph J. Stumpf and Josh Wisham
(together, the "Executives"). The Purchaser has entered into the Employment
Agreements in order to secure the Executives' employment following the Merger.
Except for the material differences set forth in Table I below, the Employment
Agreements are identical in all material respects. Each Executive's Employment
Agreement is supplemented by a cover letter dated July 19, 2001 (the "Cover
Letter") that contains information that is specific to the Executive. The
following is a summary of the material provisions of the Employment Agreements,
as clarified by the Cover Letters. The summary is qualified in its entirety by
reference to the Employment Agreements and the Cover Letters, which are
incorporated by reference and copies of which are being filed as Exhibits to
this Amendment to the Schedule TO.
Under the Employment Agreements, each Executive will be employed in the
positions set forth in Table I for a term commencing on the effective date of
the Merger and ending on the eighteen month anniversary thereof (the "Initial
Term"). Following the Initial Term, each Employment Agreement will be
automatically renewed for successive periods of three months unless the Company
or the Executive provides a notice of non-renewal at least 30 days (90 days, in
the case of Keith B. Hagen's Employment Agreement) prior to the end of the
Initial Term, or if applicable, a three month renewal period. During the term of
the Employment Agreements, the Company will continue to pay each Executive a
base salary which will be increased, as of the first day of the Initial Term,
by not more than 5% over the base salary currently paid to the Executive by the
Company. Each Executive's base salary is subject to annual review on each May 3
1, beginning on May 31, 2002.
As an additional incentive for continued service and as motivation for
superior performance, each Executive will be eligible to receive an annual bonus
and to participate in the Company's incentive compensation plans, subject to the
terms and conditions thereunder. For the Company's fiscal year ending December
31, 2001, each Executive's incentive compensation will be determined by the
bonus structure implemented by the Company prior to the Offer, subject to review
by senior management at Misys of the objectives underlying such bonus structure,
For the short fiscal year beginning January 1, 2001 and ending May 31,
2002, each Executive will have the opportunity to earn as incentive compensation
the percentage of the Executive's base salary specified in Table I below. The
amount of the incentive compensation actually paid to the Executive will be
based on the performance of the Company and each Executive's attainment of his
or her individual performance
objectives. Mr. Wisham, Mr. Hagen, and Mr. Boyd will also be entitled to a
retention bonus set forth in Table I below, if he or she remains employed by
the Company until the end of the Initial Term. Each Executive will also be
awarded options to purchase the number of shares of Misys stock set forth in
Table I below, under the Option Plan, subject to the terms and conditions
thereunder. Each Executive will be entitled to employee benefits that will
include pension, medical, disability and life insurance benefits, subject to
the terms and conditions of the applicable plan or program sponsored by the
Company.
In the event that an Executive's employment is terminated without Cause by
the Company or by the Executive for Good Reason, the Executive will receive six
months' continuation of base salary payments and medical benefits (which may be
extended, at the option of the Company, to up to twelve months). Additionally,
in the event of an Executive's termination of employment without Cause or for
Good Reason, the Executive will also be entitled to (i) receive all or a portion
of his or her incentive compensation awards, subject to the terms of the
applicable incentive compensation arrangement and (ii) exercise a portion of his
or her options to purchase Misys stock, subject to the terms of the Option Plan.
The Employment Agreements also contain post-employment restrictions on
competition, solicitation of employees and clients, and other customary
provisions for the period of the Executive's employment and for the period
during which the Executive receives post-employment salary continuation and
medical benefits, as described above. Under each Employment Agreement, if an
Executive violates any such post-employment restrictions, the Executive will
forfeit all rights to his or her post-employment salary continuation and medical
benefits then remaining."
[Download Table]
TABLE I
Employee Position/Title Target Retention Options to
Incentive Bonus as Purchase
Compensation Percentage shares of
as Percentage of Base Salary Misys stock
of Base salary
Kathy C. Vice President of 30% N/A 35,000
Hollister Client Care
Keith B. Senior Vice President of 35% 75% 100,000
Hagen Product Development and
Chief Technology Officer
Ivan G. Senior Vice President 35% 75% 75,000
Boyd Sales
Josh Wisham Senior Vice President of 35% 75% 100,000
Client Services
Joseph J. Senior Vice President of 35% N/A 75,000
Stumpf Balanced View Consulting
ITEM 12. EXHIBITS
Item 12 of the Schedule TO is hereby amended and supplemented by adding
thereto the following exhibits:
(d)(1) Employment Agreement, dated July 13, 2001, between Sunshine
Acquisition Corporation and Mark Emkjer.
(d)(2) Cover Letter, dated July 13, 2001, setting forth the terms of
the Employment Agreement between Sunshine Acquisition
Corporation and Mark Emkjer.
(d)(3) Employment Agreement, dated July 19, 2001, between Sunshine
Acquisition Corporation and Ivan G. Boyd.
(d)(4) Cover Letter, dated July 19, 2001, setting forth the terms of
the Employment Agreement between Sunshine Acquisition
Corporation and Ivan G. Boyd.
(d)(5) Employment Agreement, dated July 19, 2001, between Sunshine
Acquisition Corporation and Keith B. Hagen.
(d)(6) Cover Letter, dated July 19, 2001, setting forth the terms of
the Employment Agreement between Sunshine Acquisition
Corporation and Keith B. Hagen.
(d)(7) Employment Agreement, dated July 19, 2001, between Sunshine
Acquisition Corporation and Kathy C. Hollister.
(d)(8) Cover Letter, dated July 19, 2001, setting forth the terms of
the Employment Agreement between Sunshine Acquisition
Corporation and Kathy C. Hollister.
(d)(9) Employment Agreement, dated July 19, 2001, between Sunshine
Acquisition Corporation and Joseph J. Stumpf.
(d)(10) Cover Letter, dated July 19, 2001, setting forth the terms of
the Employment Agreement between Sunshine Acquisition
Corporation and Joseph J. Stumpf.
(d)(11) Employment Agreement, dated July 19, 2001, between Sunshine
Acquisition Corporation and Josh Wisham.
(d)(12) Cover Letter, dated July 19, 2001, setting forth the terms of
the Employment Agreement between Sunshine Acquisition
Corporation and Josh Wisham.
SIGNATURE
After due inquiry and to the best of my knowledge and belief, I certify
that the information set forth in this statement is true, complete and correct.
Date: July 25, 2001
SUNSHINE ACQUISITION CORPORATION
By: /s/ Ross K. Graham
-----------------------------
Name: Ross K. Graham
Title: Vice President
KIRSTY, INC.
By: /s/ Charles John Colwell
-----------------------------
Name: Charles John Colwell
Title: President
MISYS PLC
By: /s/ Ross K. Graham
-----------------------------
Name: Ross K. Graham
Title: Corporate Development
Director
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EXHIBIT INDEX
Exhibit No. Description
----------- -----------
(d)(1) Employment Agreement, dated July 13, 2001,
between Sunshine Acquisition Corporation
and Mark Emkjer.
(d)(2) Cover Letter, dated July 13, 2001, setting
forth the terms of the Employment Agreement
between Sunshine Acquisition Corporation
and Mark Emkjer.
(d)(3) Employment Agreement, dated July 19, 2001, between
Sunshine Acquisition Corporation and Ivan G. Boyd.
(d)(4) Cover Letter, dated July 19, 2001, setting forth the
terms of the Employment Agreement between Sunshine
Acquisition Corporation and Ivan G. Boyd.
(d)(5) Employment Agreement, dated July 19, 2001, between
Sunshine Acquisition Corporation and Keith B. Hagen.
(d)(6) Cover Letter, dated July 19, 2001, setting forth the
terms of the Employment Agreement between Sunshine
Acquisition Corporation and Keith B. Hagen.
(d)(7) Employment Agreement, dated July 19, 2001, between
Sunshine Acquisition Corporation and Kathy C.
Hollister.
(d)(8) Cover Letter, dated July 19, 2001, setting forth the
terms of the Employment Agreement between Sunshine
Acquisition Corporation and Kathy C. Hollister.
(d)(9) Employment Agreement, dated July 19, 2001, between
Sunshine Acquisition Corporation and Joseph J.
Stumpf.
(d)(10) Cover Letter, dated July 19, 2001, setting forth the
terms of the Employment Agreement between Sunshine
Acquisition Corporation and Joseph J. Stumpf.
(d)(11) Employment Agreement, dated July 19, 2001, between
Sunshine Acquisition Corporation and Josh Wisham.
(d)(12) Cover Letter, dated July 19, 2001, setting forth the
terms of the Employment Agreement between Sunshine
Acquisition Corporation and Josh Wisham.
Dates Referenced Herein and Documents Incorporated by Reference
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