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<P align="center"><FONT size="2">As filed with the Securities and Exchange Commission on July 9, 2002
</FONT>
<div align="right"><FONT size="2">Registration No.&nbsp;333-&#95;&#95;&#95;&#95;&#95;&#95;
</FONT></div>
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<P align="center"><FONT size="2"><B>SECURITIES AND EXCHANGE COMMISSION<BR>
Washington, D.C. 20549</B>
</FONT>
<P align="center"><FONT size="2"><B>FORM S-8</B>
</FONT>
<P align="center"><FONT size="2"><B>REGISTRATION STATEMENT UNDER<BR>
THE SECURITIES ACT OF 1933</B>
</FONT>
<P align="center"><FONT size="2"><B>ECLIPSYS CORPORATION</B><BR>
(Exact Name of Registrant as Specified in Its Charter)
</FONT>
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<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
        <TD width="50%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="45%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2"><B>Delaware</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<B>65-0632092</B></FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">(State or Other Jurisdiction of</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
(I.R.S. Employer</FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">Incorporation or Organization)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
Identification No.)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<CENTER>
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<TR valign="bottom">
        <TD width="51%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="44%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2"><B>1750 Clint Moore Road, Boca Raton, Florida</B></FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
<B>33487</B></FONT></TD>
</TR>

<TR valign="bottom">
        <TD align="center" valign="top"><FONT size="2">(Address of Principal Executive Offices)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="center" valign="top"><FONT size="2">
(Zip Code)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2"><B>1996 Stock Plan<BR>
Amended and Restated 1998 Stock Incentive Plan<BR>
Amended and Restated 1999 Stock Incentive Plan<BR>
Amended and Restated 2000 Stock Incentive Plan<BR>
Second Amended and Restated 1998 Employee Stock Purchase Plan</B>
</FONT>
<P align="center"><FONT size="2">(Full Title of the Plans)
</FONT>
<P align="center"><FONT size="2"><B>Mr.&nbsp;Harvey J. Wilson<BR>
Chief Executive Officer and Chairman of the Board of Directors<BR>
Eclipsys Corporation<BR>
1750 Clint Moore Road, Boca Raton, Florida 33487</B><BR>
(Name and Address of Agent For Service)
</FONT>
<P align="center"><FONT size="2"><B>561-322-4443</B><BR>
(Telephone Number, Including Area Code, of Agent For Service)
</FONT>
<P align="center"><FONT size="2"><B>CALCULATION OF REGISTRATION FEE</B>
</FONT>

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<TABLE cellspacing="0" border="0" cellpadding="0" width="95%">
<TR valign="bottom">
        <TD width="26%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="11%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="12%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="8%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="9%">&nbsp;</TD>
        <TD width="3%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
        <TD width="1%">&nbsp;</TD>
        <TD width="4%">&nbsp;</TD>
</TR>

<TR valign="bottom">
        <TD colspan="17"><HR size="4" noshade></TD>
</TR>

<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Proposed Maximum</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Title of Securities</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount to be</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Offering Price Per</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Aggregate Offering</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Amount of</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>to be Registered</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registered(1)</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Share</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Price</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center" colspan="3"><FONT size="1"><B>Registration Fee</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD colspan="17"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom" bgcolor="#eeeeee">
        <TD><DIV style="margin-left:10px; text-indent:-10px"><FONT size="2">Common Stock, $0.01
par value per share
(including
preferred stock
purchase rights
attached thereto)</FONT></DIV></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD colspan="3" align="center"><FONT size="2">3,000,000 shares(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">6.835</FONT></TD>
        <TD nowrap><FONT size="2">(3)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD nowrap align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">20,505,000</FONT></TD>
        <TD nowrap><FONT size="2">(3)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="right"><FONT size="2">$</FONT></TD>
        <TD align="right"><FONT size="2">1,887.00</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="bottom">
        <TD colspan="17"><HR size="4" noshade></TD>
</TR>
</TABLE>
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<P>


<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">In accordance with Rule&nbsp;416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">&nbsp;</FONT>

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<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">&nbsp;</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">time to time be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Consists of shares issuable under the 1996 Stock Plan, the Second Amended
and Restated 1998 Employee Stock Purchase Plan, the Amended and Restated
1998 Stock Incentive Plan, the Amended and Restated 1999 Stock Incentive Plan
and the Amended and Restated 2000 Stock Incentive Plan of Eclipsys
Corporation.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(3)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of Eclipsys
Corporation&#146;s Common Stock on the Nasdaq National Market on July&nbsp;2, 2002
in accordance with Rules&nbsp;457(c) and 457(h) of the Securities Act of 1933,
as amended.</FONT></TD>
</TR>
</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The shares registered hereby may be issued pursuant to any of the 1996
Stock Plan, the Second Amended and Restated 1998 Employee Stock Purchase Plan,
the Amended and Restated 1998 Stock Incentive Plan, the Amended and Restated 1999
Stock Incentive Plan and the Amended and Restated 2000 Stock Incentive Plan of
Eclipsys Corporation (the &#147;Registrant&#148;). This Registration Statement also
amends (i)&nbsp;the Registrant&#146;s Registration Statement on Form&nbsp;S-8 (File No.
333-62791), relating to the 1996 Stock Plan, the Amended and Restated 1998
Employee Stock Purchase Plan and the 1998 Stock Incentive Plan, (ii)&nbsp;the
Registrant&#146;s Registration Statement on Form&nbsp;S-8 (File No.&nbsp;333-33536), relating
to the 1996 Stock Plan, the Amended and Restated 1998 Employee Stock Purchase
Plan, the 1998 Stock Incentive Plan and the 1999 Stock Incentive Plan, and
(iii)&nbsp;the Registrant&#146;s Registration Statement on Form&nbsp;S-8 (File No.&nbsp;333-45444),
relating to the 1996 Stock Plan, the Amended and Restated 1998 Employee Stock
Purchase Plan, the 1998 Stock Incentive Plan, the 1999 Stock Incentive Plan,
and the 2000 Stock Incentive Plan, to provide that shares registered under such
Registration Statements may be issued under the Registrant&#146;s Amended and
Restated 2000 Stock Incentive Plan.
</FONT>
<P align="center"><FONT size="2">&nbsp;</FONT>

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<P align="center"><FONT size="2"><B>PART I<BR>
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;1. Plan Information.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The information required by Item&nbsp;1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule&nbsp;428(b)(1) of the Securities Act of 1933, as amended (the &#147;Securities
Act&#148;).
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;2. Registrant Information and Employee Plan Annual
Information.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The written statement required by Item&nbsp;2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule&nbsp;428(b)(1) of the Securities Act.
</FONT>
<P align="center"><FONT size="2"><B>PART II<BR>
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;3. Incorporation of Documents by Reference.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The registrant is subject to the informational and reporting requirements
of Sections&nbsp;13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the &#147;Exchange Act&#148;), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the &#147;Commission&#148;). The following documents, which are on file with the
Commission, are incorporated into this registration statement by reference:
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(a)&nbsp; The registrant&#146;s latest annual report filed pursuant to Section&nbsp;13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant&#146;s latest fiscal year for which such statements have been filed.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(b)&nbsp; All other reports filed pursuant to Section&nbsp;13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a)&nbsp;above.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(c)&nbsp; The description of the securities contained in the registrant&#146;s
registration statements on Form&nbsp;8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
</FONT>
<P align="center"><FONT size="2">-1-</FONT>

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;4. Description of Securities.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;5. Interests of Named Experts and Counsel.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;6. Indemnification of Directors and Officers.</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Section&nbsp;145 of the General Corporation Law of the State of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of
the corporation in related capacities against amounts paid and expenses
incurred in connection with an action or proceeding to which he is or is
threatened to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;EIGHTH of the Registrant&#146;s Third Amended and Restated Certificate of
Incorporation (the &#147;Certificate of Incorporation&#148;) provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except to
the extent that the Delaware General Corporation Law prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;NINTH of the Certificate of Incorporation provides that a director or
officer of the Registrant (a)&nbsp;shall be indemnified by the Registrant against
all expenses (including attorneys&#146; fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant) brought, or
threatened to be brought, against him by virtue of his position as, or
agreement to become, a director or officer of the Registrant or by virtue of
his serving, or agreeing to serve, at the request of the Registrant, as a
director, officer, or trustee of, or in a similar capacity with, a corporation,
trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b)&nbsp;shall be
indemnified by the Registrant against all expenses (including attorneys&#146; fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought, or threatened to be brought, against him
by virtue of his position as, or agreement to become, a director or officer of
the Registrant or by virtue of his serving, or agreeing to serve, at the
request of the Registrant, as a director, officer, or trustee of, or in a
similar capacity with, a corporation, trust or other enterprise, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that,
despite such adjudication but in view of all of the circumstances, he is
entitled to indemnification of such expenses. Notwithstanding the foregoing, to
the extent that a director or officer has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, he is required to be indemnified by the Registrant against all
expenses (including attorneys&#146; fees) incurred in connection therewith. Expenses
shall be advanced to a director or officer at his request, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.
</FONT>

<P align="center"><FONT size="2">-2-</FONT>

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<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Registrant is required to provide the indemnification described herein
unless the officer or director has not met the applicable standard of conduct
required for indemnification. Whether the applicable standard of conduct has been met shall be determined in each
instance by (a)&nbsp;a majority vote of the directors of the Registrant consisting
of persons who are not at that time parties to the action, suit or proceeding
in question (&#147;disinterested directors&#148;), whether or not a quorum, (b)&nbsp;a
majority vote of a committee of disinterested directors designated by majority
vote of disinterested directors, whether or not a quorum, (c)&nbsp;a majority vote
of a quorum of the outstanding shares of stock of all classes entitled to vote
for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (d)&nbsp;independent legal counsel (who may, to the extent permitted by
law, be regular legal counsel to the Registrant), or (e)&nbsp;a court of competent
jurisdiction. In the event of a determination that the director or officer did
not meet the applicable standard of conduct required for indemnification, or if
the Registrant fails to make a disposition within 60&nbsp;days after written request
for indemnification or advancement of expenses to the Registrant is made by
such person, such person is permitted to petition the court to make an
independent determination as to whether such person is entitled to
indemnification. As a condition precedent to the right of indemnification, the
director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Article&nbsp;NINTH of the Certificate of Incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers, the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.
</FONT>


<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;7. Exemption from Registration Claimed.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Not applicable.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;8. Exhibits.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;The Exhibit&nbsp;Index immediately preceding the exhibits is incorporated
herein by reference.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<B>Item&nbsp;9. Undertakings.</B>
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;1.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Item&nbsp;512(a) of Regulation&nbsp;S-K</I>. The undersigned registrant hereby
undertakes:
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(1)&nbsp;To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(i)&nbsp;To include any prospectus required by Section&nbsp;10(a)(3) of the
Securities Act;</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(ii)&nbsp;To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(iii)&nbsp;To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;</FONT></TD>
</TR>

</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR>
        <TD width="3%"></TD>
        <TD width="97%"></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2"><I>provided, however, </I>that paragraphs (i)&nbsp;and (ii)&nbsp;do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section&nbsp;13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(2)&nbsp;That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial <I>bona fide </I>offering thereof.</FONT></TD>
</TR>

<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;(3)&nbsp;To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.</FONT></TD>
</TR>

</TABLE>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>2.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Item&nbsp;512(b) of Regulation&nbsp;S-K</I>. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant&#146;s annual report pursuant to Section&nbsp;13(a) or
Section&nbsp;15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
</FONT>
<P align="center"><FONT size="2">-3-</FONT>


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<P><HR noshade><P>
<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>


<P><FONT size="2"> statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial <BR><I>bona fide</I>
offering thereof.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;3.&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;<I>Item&nbsp;512(h) of Regulation&nbsp;S-K</I>. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
</FONT>
<P align="center"><FONT size="2">-4-</FONT>

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<P align="center"><FONT size="2"><B>SIGNATURES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form&nbsp;S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boca Raton, Florida on this 9th day of July, 2002.
</FONT>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">Eclipsys Corporation</FONT></TD>
</TR>
</TABLE>
<P>
<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
        <TD width="50%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="50%"><FONT size="2">By: <u>&nbsp;/s/ Robert J. Colletti</u><BR>
Robert J. Colletti<BR>
Senior Vice President and Chief<BR>
Financial Officer</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2"><B>POWER OF ATTORNEY AND SIGNATURES</B>
</FONT>

<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;We, the undersigned officers and directors of Eclipsys Corporation, hereby
severally constitute and appoint Harvey J. Wilson, Robert J. Colletti and Brent
B. Siler, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form&nbsp;S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Eclipsys Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments thereto.
</FONT>
<P><FONT size="2">&nbsp;&nbsp;&nbsp;&nbsp;&nbsp;Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
</FONT>

<p>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="90%">
<TR valign="bottom">
        <TD width="27%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="43%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="20%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Signature</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1"><B>Title</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1"><B>Date</B></FONT></TD>
</TR>

<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>

<TR valign="bottom">
        <TD><FONT size="1">&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/&nbsp; Harvey J. Wilson<BR>
</FONT><HR size="1" noshade><FONT size="2">
Harvey J. Wilson</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Chief Executive Officer and Chairman of<BR>
the Board of Directors (Principal<BR>
executive officer)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 9, 2002</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/&nbsp;Robert J. Colletti<BR>
</FONT><HR size="1" noshade><FONT size="2">
Robert J. Colletti</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Senior Vice President and Chief<BR>
Financial Officer (Principal financial<BR>
and accounting officer)
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 9, 2002</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/&nbsp;G. Fred DiBona<BR>
</FONT><HR size="1" noshade><FONT size="2">
G. Fred DiBona</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 9, 2002</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/&nbsp;Eugene V. Fife<BR>
</FONT><HR size="1" noshade><FONT size="2">
Eugene V. Fife</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 9, 2002</FONT></TD>
</TR>
<TR><TD><FONT size="2">&nbsp;</FONT></TD></TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">/s/&nbsp;Braden R. Kelly<BR>
</FONT><HR size="1" noshade><FONT size="2">
Braden R. Kelly</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Director
</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">July 9, 2002</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P align="center"><FONT size="2">-5-</FONT>

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<H5 align="left" style="page-break-before:always">&nbsp;</H5><P>

<P align="center"><FONT size="2"><B>INDEX TO EXHIBITS</B>
</FONT>

<CENTER>
<TABLE cellspacing="0" border="0" cellpadding="0" width="75%">
<TR valign="bottom">
        <TD width="8%">&nbsp;</TD>
        <TD width="5%">&nbsp;</TD>
        <TD width="87%">&nbsp;</TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><FONT size="1"><B>Number</B></FONT></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><FONT size="1"><B>Description</B></FONT></TD>
</TR>
<TR valign="bottom">
        <TD nowrap align="center"><HR size="1" noshade></TD>
        <TD><FONT size="1">&nbsp;</FONT></TD>
        <TD nowrap align="center"><HR size="1" noshade></TD>
</TR>
<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.1(1)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Third Amended and Restated Certificate of Incorporation of the Registrant<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.2(1)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Amended and Restated By-Laws of the Registrant<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">4.3(2)</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Rights Agreement dated July&nbsp;26, 2000 between the Registrant and
Fleet National Bank, as rights agent<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">5.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Opinion of Hale and Dorr LLP, counsel to the Registrant<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of Hale and Dorr LLP
(included in Exhibit&nbsp;5.1)<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">23.2</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Consent of PricewaterhouseCoopers LLP<br>&nbsp;</FONT></TD>
</TR>

<TR valign="bottom">
        <TD valign="top"><FONT size="2">24.1</FONT></TD>
        <TD><FONT size="2">&nbsp;</FONT></TD>
        <TD align="left" valign="top"><FONT size="2">
Power of attorney (included on the signature pages of this
registration statement)</FONT></TD>
</TR>
</TABLE>
</CENTER>
<P>
<HR size="1" width="18%" align="left" noshade>

<TABLE width="100%" border="0" cellpadding="0" cellspacing="0">
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(1)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant&#146;s Registration Statement on <BR>Form&nbsp;S-1, as amended
(File No.&nbsp;333-50781) and incorporated herein by reference.</FONT></TD>
</TR>
<TR>
        <TD><FONT size="2">&nbsp;</FONT></TD>
</TR>
<TR valign="top">
      <TD width="1%" align="left" nowrap><FONT size="2">(2)</FONT></TD>
        <TD width="3%"><FONT size="2">&nbsp;</FONT></TD>
        <TD width="96%"><FONT size="2">Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant&#146;s Current Report on Form&nbsp;8-K, filed August&nbsp;8,
2000, and incorporated herein by reference.</FONT></TD>
</TR>
</TABLE>
<P align="center"><FONT size="2">-6-</FONT>



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sv8
As filed with the Securities and Exchange Commission on July 9, 2002
Registration No. 333-______
SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
FORM S-8
REGISTRATION STATEMENT UNDER
THE SECURITIES ACT OF 1933
ECLIPSYS CORPORATION
(Exact Name of Registrant as Specified in Its Charter)
Delaware
65-0632092
(State or Other Jurisdiction of
(I.R.S. Employer
Incorporation or Organization)
Identification No.)
1750 Clint Moore Road, Boca Raton, Florida
33487
(Address of Principal Executive Offices)
(Zip Code)
1996 Stock Plan
Amended and Restated 1998 Stock Incentive Plan
Amended and Restated 1999 Stock Incentive Plan
Amended and Restated 2000 Stock Incentive Plan
Second Amended and Restated 1998 Employee Stock Purchase Plan
(Full Title of the Plans)
Mr. Harvey J. Wilson
Chief Executive Officer and Chairman of the Board of Directors
Eclipsys Corporation
1750 Clint Moore Road, Boca Raton, Florida 33487
(Name and Address of Agent For Service)
561-322-4443
(Telephone Number, Including Area Code, of Agent For Service)
CALCULATION OF REGISTRATION FEE
Proposed Maximum
Proposed Maximum
Title of Securities
Amount to be
Offering Price Per
Aggregate Offering
Amount of
to be Registered
Registered(1)
Share
Price
Registration Fee
Common Stock, $0.01
par value per share
(including
preferred stock
purchase rights
attached thereto)
3,000,000 shares(2)
$
6.835
(3)
$
20,505,000
(3)
$
1,887.00
(1)
In accordance with Rule 416 under the Securities Act of 1933, as amended,
this registration statement shall be deemed to cover any additional
securities that may from
time to time be offered or issued to prevent dilution resulting from
stock splits, stock dividends or similar transactions.
(2)
Consists of shares issuable under the 1996 Stock Plan, the Second Amended
and Restated 1998 Employee Stock Purchase Plan, the Amended and Restated
1998 Stock Incentive Plan, the Amended and Restated 1999 Stock Incentive Plan
and the Amended and Restated 2000 Stock Incentive Plan of Eclipsys
Corporation.
(3)
Estimated solely for the purpose of calculating the registration fee, and
based upon the average of the high and low sale prices of Eclipsys
Corporation's Common Stock on the Nasdaq National Market on July 2, 2002
in accordance with Rules 457(c) and 457(h) of the Securities Act of 1933,
as amended.
The shares registered hereby may be issued pursuant to any of the 1996
Stock Plan, the Second Amended and Restated 1998 Employee Stock Purchase Plan,
the Amended and Restated 1998 Stock Incentive Plan, the Amended and Restated 1999
Stock Incentive Plan and the Amended and Restated 2000 Stock Incentive Plan of
Eclipsys Corporation (the "Registrant"). This Registration Statement also
amends (i) the Registrant's Registration Statement on Form S-8 (File No.
333-62791), relating to the 1996 Stock Plan, the Amended and Restated 1998
Employee Stock Purchase Plan and the 1998 Stock Incentive Plan, (ii) the
Registrant's Registration Statement on Form S-8 (File No. 333-33536), relating
to the 1996 Stock Plan, the Amended and Restated 1998 Employee Stock Purchase
Plan, the 1998 Stock Incentive Plan and the 1999 Stock Incentive Plan, and
(iii) the Registrant's Registration Statement on Form S-8 (File No. 333-45444),
relating to the 1996 Stock Plan, the Amended and Restated 1998 Employee Stock
Purchase Plan, the 1998 Stock Incentive Plan, the 1999 Stock Incentive Plan,
and the 2000 Stock Incentive Plan, to provide that shares registered under such
Registration Statements may be issued under the Registrant's Amended and
Restated 2000 Stock Incentive Plan.
PART I
INFORMATION REQUIRED IN THE SECTION 10(a) PROSPECTUS
Item 1. Plan Information.
The information required by Item 1 is included in documents sent or given
to participants in the plans covered by this registration statement pursuant to
Rule 428(b)(1) of the Securities Act of 1933, as amended (the "Securities
Act").
Item 2. Registrant Information and Employee Plan Annual
Information.
The written statement required by Item 2 is included in documents sent or
given to participants in the plans covered by this registration statement
pursuant to Rule 428(b)(1) of the Securities Act.
PART II
INFORMATION REQUIRED IN THE REGISTRATION STATEMENT
Item 3. Incorporation of Documents by Reference.
The registrant is subject to the informational and reporting requirements
of Sections 13(a), 14, and 15(d) of the Securities Exchange Act of 1934, as
amended (the "Exchange Act"), and in accordance therewith files reports, proxy
statements and other information with the Securities and Exchange Commission
(the "Commission"). The following documents, which are on file with the
Commission, are incorporated into this registration statement by reference:
(a)  The registrant's latest annual report filed pursuant to Section 13(a)
or 15(d) of the Exchange Act or the latest prospectus filed pursuant to Rule
424(b) under the Securities Act that contains audited financial statements for
the registrant's latest fiscal year for which such statements have been filed.
(b)  All other reports filed pursuant to Section 13(a) or 15(d) of the
Exchange Act since the end of the fiscal year covered by the document referred
to in (a) above.
(c)  The description of the securities contained in the registrant's
registration statements on Form 8-A filed under the Exchange Act, including any
amendment or report filed for the purpose of updating such description.
All documents subsequently filed by the registrant pursuant to Sections
13(a), 13(c), 14 and 15(d) of the Exchange Act, prior to the filing of a
post-effective amendment which indicates that all securities offered hereby
have been sold or which deregisters all securities then remaining unsold, shall
be deemed to be incorporated by reference in this registration statement and to
be part hereof from the date of the filing of such documents. Any statement
contained in a document incorporated or deemed to be incorporated by reference
herein shall be deemed to be modified or superseded for the purposes of this
registration statement to the extent that a statement contained herein or in
any other subsequently filed document which also is or is deemed to be
incorporated by reference herein modifies or supersedes such statement. Any
statement so modified or superseded shall not be deemed, except as so modified
or superseded, to constitute a part of this registration statement.
-1-
Item 4. Description of Securities.
Not applicable.
Item 5. Interests of Named Experts and Counsel.
Hale and Dorr LLP has opined as to the legality of the securities being
offered by this registration statement.
Item 6. Indemnification of Directors and Officers.
Section 145 of the General Corporation Law of the State of Delaware provides
that a corporation has the power to indemnify a director, officer, employee or
agent of the corporation and certain other persons serving at the request of
the corporation in related capacities against amounts paid and expenses
incurred in connection with an action or proceeding to which he is or is
threatened to be made a party by reason of such position, if such person shall
have acted in good faith and in a manner he reasonably believed to be in or not
opposed to the best interests of the corporation, and, in any criminal
proceeding, if such person had no reasonable cause to believe his conduct was
unlawful; provided that, in the case of actions brought by or in the right of
the corporation, no indemnification shall be made with respect to any matter as
to which such person shall have been adjudged to be liable to the corporation
unless and only to the extent that the adjudicating court determines that such
indemnification is proper under the circumstances.
Article EIGHTH of the Registrant's Third Amended and Restated Certificate of
Incorporation (the "Certificate of Incorporation") provides that no director of
the Registrant shall be personally liable to the Registrant or its stockholders
for monetary damages for any breach of fiduciary duty as a director, except to
the extent that the Delaware General Corporation Law prohibits the elimination
or limitation of liability of directors for breaches of fiduciary duty.
Article NINTH of the Certificate of Incorporation provides that a director or
officer of the Registrant (a) shall be indemnified by the Registrant against
all expenses (including attorneys' fees), judgments, fines and amounts paid in
settlement incurred in connection with any litigation or other legal proceeding
(other than an action by or in the right of the Registrant) brought, or
threatened to be brought, against him by virtue of his position as, or
agreement to become, a director or officer of the Registrant or by virtue of
his serving, or agreeing to serve, at the request of the Registrant, as a
director, officer, or trustee of, or in a similar capacity with, a corporation,
trust or other enterprise, if he acted in good faith and in a manner he
reasonably believed to be in, or not opposed to, the best interests of the
Registrant, and, with respect to any criminal action or proceeding, had no
reasonable cause to believe his conduct was unlawful and (b) shall be
indemnified by the Registrant against all expenses (including attorneys' fees)
and amounts paid in settlement incurred in connection with any action by or in
the right of the Registrant brought, or threatened to be brought, against him
by virtue of his position as, or agreement to become, a director or officer of
the Registrant or by virtue of his serving, or agreeing to serve, at the
request of the Registrant, as a director, officer, or trustee of, or in a
similar capacity with, a corporation, trust or other enterprise, if he acted in
good faith and in a manner he reasonably believed to be in, or not opposed to,
the best interests of the Registrant, except that no indemnification shall be
made with respect to any matter as to which such person shall have been
adjudged to be liable to the Registrant, unless a court determines that,
despite such adjudication but in view of all of the circumstances, he is
entitled to indemnification of such expenses. Notwithstanding the foregoing, to
the extent that a director or officer has been successful, on the merits or
otherwise, including, without limitation, the dismissal of an action without
prejudice, he is required to be indemnified by the Registrant against all
expenses (including attorneys' fees) incurred in connection therewith. Expenses
shall be advanced to a director or officer at his request, provided that he
undertakes to repay the amount advanced if it is ultimately determined that he
is not entitled to indemnification for such expenses.
-2-
The Registrant is required to provide the indemnification described herein
unless the officer or director has not met the applicable standard of conduct
required for indemnification. Whether the applicable standard of conduct has been met shall be determined in each
instance by (a) a majority vote of the directors of the Registrant consisting
of persons who are not at that time parties to the action, suit or proceeding
in question ("disinterested directors"), whether or not a quorum, (b) a
majority vote of a committee of disinterested directors designated by majority
vote of disinterested directors, whether or not a quorum, (c) a majority vote
of a quorum of the outstanding shares of stock of all classes entitled to vote
for directors, voting as a single class, which quorum shall consist of
stockholders who are not at that time parties to the action, suit or proceeding
in question, (d) independent legal counsel (who may, to the extent permitted by
law, be regular legal counsel to the Registrant), or (e) a court of competent
jurisdiction. In the event of a determination that the director or officer did
not meet the applicable standard of conduct required for indemnification, or if
the Registrant fails to make a disposition within 60 days after written request
for indemnification or advancement of expenses to the Registrant is made by
such person, such person is permitted to petition the court to make an
independent determination as to whether such person is entitled to
indemnification. As a condition precedent to the right of indemnification, the
director or officer must give the Registrant notice of the action for which
indemnity is sought and the Registrant has the right to participate in such
action or assume the defense thereof.
Article NINTH of the Certificate of Incorporation further provides that the
indemnification provided therein is not exclusive, and provides that in the
event that the Delaware General Corporation Law is amended to expand the
indemnification permitted to directors or officers, the Registrant must
indemnify those persons to the fullest extent permitted by such law as so
amended.
Item 7. Exemption from Registration Claimed.
Not applicable.
Item 8. Exhibits.
The Exhibit Index immediately preceding the exhibits is incorporated
herein by reference.
Item 9. Undertakings.
1.
Item 512(a) of Regulation S-K
. The undersigned registrant hereby
undertakes:
(1) To file, during any period in which offers or sales are being
made, a post-effective amendment to this registration statement:
(i) To include any prospectus required by Section 10(a)(3) of the
Securities Act;
(ii) To reflect in the prospectus any facts or events arising after
the effective date of the registration statement (or the most recent
post-effective amendment thereof) which, individually or in the
aggregate, represent a fundamental change in the information set forth in
the registration statement; and
(iii) To include any material information with respect to the plan
of distribution not previously disclosed in the registration statement or
any material change to such information in the registration statement;
provided, however,
that paragraphs (i) and (ii) do not apply if the
information required to be included in a post-effective amendment by
those paragraphs is contained in periodic reports filed with or furnished
to the Commission by the registrant pursuant to Section 13 or Section
15(d) of the Exchange Act that are incorporated by reference in the
registration statement.
(2) That, for the purpose of determining any liability under the
Securities Act, each such post-effective amendment shall be deemed to be
a new registration statement relating to the securities offered therein,
and the offering of such securities at that time shall be deemed to be
the initial
bona fide
offering thereof.
(3) To remove from registration by means of a post-effective
amendment any of the securities being registered which remain unsold at
the termination of the offering.
2.     Item 512(b) of Regulation S-K
. The undersigned registrant hereby
undertakes that, for purposes of determining any liability under the Securities
Act, each filing of the registrant's annual report pursuant to Section 13(a) or
Section 15(d) of the Exchange Act that is incorporated by reference in the
registration statement shall be deemed to be a new registration
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statement relating to the securities offered therein, and the offering of
such securities at that time shall be deemed to be the initial
bona fide
offering thereof.
3.
Item 512(h) of Regulation S-K
. Insofar as indemnification for
liabilities arising under the Securities Act may be permitted to directors,
officers and controlling persons of the registrant pursuant to the foregoing
provisions, or otherwise, the registrant has been advised that in the opinion
of the Securities and Exchange Commission such indemnification is against
public policy as expressed in the Securities Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the registrant of expenses incurred or
paid by a director, officer or controlling person of the registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the registrant will, unless in the opinion of its counsel the
matter has been settled by controlling precedent, submit to a court of
appropriate jurisdiction the question whether such indemnification by it is
against public policy as expressed in the Securities Act and will be governed
by the final adjudication of such issue.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, the registrant
certifies that it has reasonable grounds to believe that it meets all of the
requirements for filing on Form S-8 and has duly caused this registration
statement to be signed on its behalf by the undersigned, thereunto duly
authorized, in Boca Raton, Florida on this 9th day of July, 2002.
Eclipsys Corporation
By:
/s/ Robert J. Colletti
Robert J. Colletti
Senior Vice President and Chief
Financial Officer
POWER OF ATTORNEY AND SIGNATURES
We, the undersigned officers and directors of Eclipsys Corporation, hereby
severally constitute and appoint Harvey J. Wilson, Robert J. Colletti and Brent
B. Siler, and each of them singly, our true and lawful attorneys with full
power to them, and each of them singly, to sign for us and in our names in the
capacities indicated below, the registration statement on Form S-8 filed
herewith and any and all subsequent amendments to said registration statement,
and generally to do all such things in our names and on our behalf in our
capacities as officers and directors to enable Eclipsys Corporation to comply
with the provisions of the Securities Act of 1933, as amended, and all
requirements of the Securities and Exchange Commission, hereby ratifying and
confirming our signatures as they may be signed by our said attorneys, or any
of them, to said registration statement and any and all amendments thereto.
Pursuant to the requirements of the Securities Act of 1933, this
registration statement has been signed by the following persons in the
capacities and on the dates indicated.
Signature
Title
Date
/s/  Harvey J. Wilson
Harvey J. Wilson
Chief Executive Officer and Chairman of
the Board of Directors (Principal
executive officer)
July 9, 2002
/s/ Robert J. Colletti
Robert J. Colletti
Senior Vice President and Chief
Financial Officer (Principal financial
and accounting officer)
July 9, 2002
/s/ G. Fred DiBona
G. Fred DiBona
Director
July 9, 2002
/s/ Eugene V. Fife
Eugene V. Fife
Director
July 9, 2002
/s/ Braden R. Kelly
Braden R. Kelly
Director
July 9, 2002
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INDEX TO EXHIBITS
Number
Description
4.1(1)
Third Amended and Restated Certificate of Incorporation of the Registrant
4.2(1)
Amended and Restated By-Laws of the Registrant
4.3(2)
Rights Agreement dated July 26, 2000 between the Registrant and
Fleet National Bank, as rights agent
5.1
Opinion of Hale and Dorr LLP, counsel to the Registrant
23.1
Consent of Hale and Dorr LLP
(included in Exhibit 5.1)
23.2
Consent of PricewaterhouseCoopers LLP
24.1
Power of attorney (included on the signature pages of this
registration statement)
(1)
Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Registration Statement on
Form S-1, as amended
(File No. 333-50781) and incorporated herein by reference.
(2)
Previously filed with the Securities and Exchange Commission as an
Exhibit to the Registrant's Current Report on Form 8-K, filed August 8,
2000, and incorporated herein by reference.
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