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Shared Medical Systems Corp.

This article was originally published in The Gray Sheet

Executive Summary

Anti-takeover shareholder rights plan is amended to delete all provisions requiring certain actions under the plan to be authorized by "continuing directors," the firm announces March 20. The order was taken to "conform the terms of the plan to recent decisions by the Delaware courts." Rebuffed suitor Eclipsys, which launched an unsolicited $2 bil. merger proposal March 2, had filed suit in Delaware Chancery Court challenging the legality of the "continuing director provision" of SMS' "poison pill" shareholder rights plan (1"The Gray Sheet" March 13, p. 14). SMS has scheduled its annual shareholders meeting for June 9, instead of May 16 as previously anticipated, to allow more time for the firm to evaluate various strategic alternatives

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