UNITED STATES DISTRICT COURT

NORTHERN DISTRICT OF ILLINOIS

EASTERN DIVISION

BRISTOL COUNTY RETIREMENT 

SYSTEM, Individually and On Behalf of All 

Others Similarly Situated, 

Plaintiff,

vs.

ALLSCRIPTS HEALTHCARE 

SOLUTIONS, INC., GLEN E. TULLMAN, 

and WILLIAM J. DAVIS, 

Defendants.

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Case No.: 

CLASS ACTION COMPLAINT 

FOR VIOLATION OF THE 

FEDERAL SECURITIES LAWS

DEMAND FOR JURY TRIAL

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Plaintiff Bristol County Retirement System (“Bristol County” or “Plaintiff”) makes the 

following allegations based upon the investigation by Plaintiff’s counsel, which included a 

review of U.S. Securities and Exchange Commission (“SEC”) filings by Allscripts Healthcare 

Solutions, Inc. (“Allscripts” or the “Company”), as well as regulatory filings and reports, 

securities analysts’ reports and advisories about the Company, press releases and other public 

statements issued by the Company, and media reports about the Company. Plaintiff believes that 

substantial additional evidentiary support will exist for the allegations set forth herein after a 

reasonable opportunity for discovery.

NATURE OF THE ACTION

1. This is a federal securities class action brought on behalf of all persons who 

purchased or otherwise acquired the publicly-traded common stock of Allscripts (the “Class”) 

between November 9, 2010 and April 26, 2012, inclusive (the “Class Period”), seeking to pursue 

remedies under Sections 10(b) and 20(a) of the Securities Exchange Act of 1934 (the “Exchange 

Act”), 15 U.S.C. §§ 78j(b) and 78t(a), and SEC Rule 10b-5 promulgated thereunder, 17 C.F.R. § 

240.10b-5, against Allscripts and certain of its officers and/or directors.

2. Allscripts is a provider of healthcare-related information technology solutions and 

services, including systems to manage electronic health records, financial and administrative 

performance, revenue cycle, and care and discharge operations, among other elements. 

Allscripts’ revenue is primarily derived from sales of proprietary software, related hardware, 

professional services, and information technology outsourcing services. Allscripts is the 

corporate result of the merger of Allscripts-Misys Healthcare Solutions, Inc. (“AMHS”) and 

Eclipsys Corporation (“Eclipsys”) announced on June 9, 2010 (the “Merger”).

3. During the Class Period, Defendants issued materially false and misleading 

statements regarding the Company’s business and financial results. Specifically, Defendants 

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made misleading statements regarding the Company’s progress in integrating AMHS’ and 

Eclipsys’ disparate systems and its ability to translate its fragmented product lines into revenues. 

As a result of Defendants’ false statements, Allscripts’ stock traded at artificially inflated prices 

during the Class Period, reaching a closing price high of $22.71 per share on April 5, 2011. 

4. The truth about Allscripts’ business was revealed on April 26, 2012, when the 

Company filed a Form 8-K with the SEC describing its operating results for the first quarter of 

2012. Allscripts shocked the market by reporting earnings sharply below guidance and 

expectations, as well as: (1) the termination of the Chairman of the Board of Directors 

(“Chairman”), Philip M. Pead; (2) the resignation of three directors; and (3) the resignation the 

Company’s Chief Financial Officer (“CFO”), William J. Davis.

5. In reaction to this news, over the course of the next trading session on April 27, 

2012, Allscripts’ share price fell by $5.72 per share, or 35.70 percent, to close at $10.30 per 

share on extraordinarily heavy trading volume. 

6. The truth, which was known by the Defendants but concealed from the investing 

public during the Class Period, was as follows: 

(a) the process of developing a unified product offering after the Merger had 

suffered debilitating setbacks, including major undisclosed schisms among the most senior levels 

of the Company, which ultimately resulted in the loss of key personnel and harmful upheaval in 

Company leadership;

(b) a material portion of Allscripts’ revenue and net income was predicated on 

the successful integration of these systems, and substantial business relationships had been 

destroyed by the Company’s inability to make material progress in this area; 

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(c) as a result of the foregoing, Allscripts lacked a reasonable basis for its 

claims of progress in post-Merger integration, sound operations, profitable results, and 

projections of continued growth. 

7. As a result of Defendants’ false statements, Allscripts common stock traded at 

artificially inflated levels during the Class Period. However, once the truth about Allscripts’ 

practices was revealed to investors, the Company’s share price dramatically declined, and 

Plaintiff and the other members of the Class suffered significant losses and damages.

JURISDICTION AND VENUE 

8. The claims asserted herein arise under and pursuant to Sections 10(b) and 20(a) of 

the Exchange Act [15 U.S.C. §§ 78j(b) and 78t(a)] and Rule 10b-5 promulgated thereunder by 

the SEC [17 C.F.R. § 240.10b-5].

9. This Court has jurisdiction over the subject matter of this action pursuant to 

Section 27 of the Exchange Act [15 U.S.C. § 78a(a)], and 28 U.S.C. § 1331.

10. Venue is proper in this District pursuant to Section 27 of the Exchange Act, 28 

U.S.C. § 1391(b), because many of the acts and practices complained of herein occurred in 

substantial part in this District. Many of the acts and transactions that constitute the violations of 

law complained of herein, including the dissemination to the public of untrue statements of 

material facts, occurred in this District. 

11. In connection with the acts and conduct alleged in this complaint, Defendants, 

directly or indirectly, used the means and instrumentalities of interstate commerce, including, but 

not limited to, the mails and interstate wire and telephone communications. 

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PARTIES 

12. Plaintiff Bristol County purchased Allscripts common stock during the Class 

Period, as set forth in the certification attached hereto, and was damaged as the result of 

Defendants’ wrongdoing as alleged in this complaint. 

13. Defendant Allscripts is a provider of healthcare-related information technology 

services. Allscripts is incorporated in Delaware and maintains its principal executive offices in 

Chicago, Illinois. The Company’s stock is listed on the NASDAQ Global Select Market (the 

“NASDAQ”) and trades under the ticker symbol “MDRX.”

14. Defendant Glen E. Tullman is the Chief Executive Officer (“CEO”) of Allscripts.

15. Defendant William J. Davis is the CFO of Allscripts. On April 22, 2012, CFO 

Davis notified the Company that he will be resigning effective May 18, 2012.

16. The defendants referenced above in paragraphs 14 through 15 are referred to 

herein as the “Individual Defendants.” 

17. During the Class Period, the Individual Defendants, as senior executive officers 

and/or directors of Allscripts, were privy to confidential and proprietary information concerning 

Allscripts, its operations, finances, financial condition, and present and future business prospects. 

The Individual Defendants also had access to material and adverse non-public information 

concerning Allscripts, as discussed in detail below. Because of their positions with Allscripts, 

the Individual Defendants had access to non-public information about the Company’s business, 

finances, and future business prospects. The non-public information included internal corporate 

documents, conversations and connections with other corporate officers and employees, 

attendance at management and/or board of directors meetings and committees thereof, and 

reports and other information provided to them in connection therewith. Because of their 

possession of such information, the Individual Defendants knew, or recklessly disregarded, that 

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the adverse facts specified herein had not been disclosed to, and were being concealed from, the 

investing public.

18. The Individual Defendants are liable as direct participants in the wrongs 

complained of herein. In addition, the Individual Defendants, by reason of their status as senior 

executive officers and/or directors, were “controlling persons” within the meaning of Section 

20(a) of the Exchange Act, and had the power and influence to cause the Company to engage in 

the unlawful conduct complained of herein. Because of their positions of control, the Individual 

Defendants were able to, and did, directly or indirectly, control the conduct of Allscripts’ 

business. 

19. The Individual Defendants, because of their positions with the Company, 

possessed the power and authority to control the contents of Allscripts’ quarterly reports, press 

releases, and presentations to securities analysts, money and portfolio managers, and institutional 

investors, i.e., the market. They were provided with copies of the Company’s reports and press 

releases alleged herein to be misleading prior to or shortly after their issuance and had the ability 

and opportunity to prevent their issuance or cause them to be corrected. Because of their 

positions with the Company, and their access to material non-public information available to 

them, the Individual Defendants knew that the adverse facts specified herein had not been 

disclosed to and were being concealed from the public, and that the positive representations 

being made were materially false and misleading. The Individual Defendants are liable for the 

false statements pleaded herein. 

20. As senior executive officers and/or directors and as controlling persons of a 

publicly-traded company whose common stock is registered with the SEC, traded on the 

NASDAQ, and governed by the federal securities laws, the Individual Defendants had a duty to 

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promptly disseminate accurate and truthful information with respect to Allscripts’ financial 

condition and performance, growth, operations, financial statements, business, products, markets, 

management, earnings, and present and future business prospects. They also had a duty to 

correct any previously issued statements that had become materially misleading or untrue so that 

the market price of Allscripts common stock would be based upon truthful and accurate 

information. The Individual Defendants’ misrepresentations and omissions during the Class 

Period violated these specific requirements and obligations.

FRAUDULENT CONDUCT AND COURSE OF BUSINESS 

21. Defendants are liable for: (1) making false statements; or (2) failing to disclose 

adverse facts known to them about Allscripts. Defendants’ fraudulent scheme and course of 

business that operated as a fraud or deceit on purchasers of Allscripts common stock was a 

success, as it: (1) deceived the investing public regarding Allscripts’ business; (2) artificially 

inflated the prices of Allscripts common stock; and (3) caused Plaintiff and other members of the 

Class to purchase Allscripts common stock at inflated prices. 

BACKGROUND 

22. On June 9, 2010, AMHS and Eclipsys issued a press release announcing their 

intention to merge in an all-stock transaction wherein Eclipsys shareholders would receive 1.2 

shares of stock in Allscripts, the resulting company, for each Eclipsys share held prior to the 

Merger.

23. In the same press release, AMHS announced that the leadership team of Allscripts 

would be composed of a combination of AMHS and Eclipsys personnel, with Defendant 

Tullman as CEO, Defendant Davis as CFO, and with Pead serving as Chairman of the Board of 

Directors as well as working in operational integration, product integration, international growth 

strategy, and key client and strategic relationships.

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24. On July 20, 2010, AMHS issued a press release with its financial results for the 

three- and twelve-month periods ended May 31, 2010. The Company reported non-GAAP 

diluted earnings per share (“EPS”) of $0.18. As part of the release, Defendant Tullman stated:

Our strong fourth quarter performance completes an outstanding 

year for Allscripts and confirms the strength of our industryleading solutions . . . . The recent release by the US Department of 

Health and Human Services of the final rule on ‘Meaningful Use’ 

is a pivotal event for our industry. The waiting is over and the time 

is now for physicians to adopt electronic health records. Our 

proposed merger with Eclipsys is perfectly timed to take advantage 

of this opportunity. The merger will create the industry’s most 

comprehensive suite of end-to-end solutions to deliver on the 

promise of a connected system of health.

25. On this favorable news, AMHS’ stock price rose $0.23 per share, or 1.38 percent, 

to close at $16.89 per share on July 20, 2010. 

26. On August 10, 2010, AMHS filed a Form 8-K that set forth the composition of 

the projected post-Merger executive leadership of Allscripts. The Form 8-K, signed by 

Defendant Davis, stated in part:

Allscripts-Misys Healthcare Solutions, Inc. (“Allscripts”) and 

Eclipsys Corporation (“Eclipsys”) have determined that, following 

completion of the merger (the “Merger”) contemplated by their 

previously announced Agreement and Plan of Merger, the 

executive leadership will include Glen Tullman as Chief Executive 

Officer, Lee Shapiro as President, William J. Davis as Chief 

Financial Officer, Eileen McPartland as Chief Operating Officer, 

John Gomez as President, Product Strategy and Development, Jeff 

Surges as President, Sales, Diane Adams as Executive Vice 

President, Culture and Talent, Laurie McGraw as Chief Client 

Officer and Kent Alexander as General Counsel. Further, Philip M. 

Pead, in addition to his role as Chairman of the Board of Directors 

of Allscripts following completion of the Merger, will work with 

Allscripts management in four key strategic areas: operational 

integration; product integration; international growth strategy; and 

client relationships and partnerships. Finally, Chris E. Perkins, 

current Chief Financial Officer of Eclipsys, will continue to lead 

the Integration Management Office of Allscripts following 

completion of the Merger.

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27. In response to this news, AMHS’ stock price rose $0.24 per share, or 1.42 

percent, to close at $17.03 per share.

28. On August 24, 2010, Allscripts filed a Form 8-K reporting the completion of the 

Merger. In response to this news, Allscripts’ stock price rose $0.22 per share, or 1.27 percent, to

close at $17.47 per share.

DEFENDANTS’ FALSE AND MISLEADING

STATEMENTS ISSUED DURING THE CLASS PERIOD

29. On November 8, 2010, Allscripts issued a press release announcing its financial 

results for the three- and nine-month periods ending September 30, 2010. The Company 

reported non-GAAP diluted EPS of $0.19. In connection with the earnings release, CEO 

Tullman stated:

I am pleased with our strong operating performance during a 

quarter that included the successful merger with Eclipsys and 

solid progress on integration . . . . We are also excited by the 

industry’s positive reaction to the merger. Clients and prospects 

tell us they appreciate having a new choice in the market, whether 

for a fully integrated solution that connects ambulatory practices to 

hospitals or for a best-of-breed approach that allows our clients to 

build on what they have. Our goal is to create a new operating 

model for healthcare – a connected community of health – and our 

merger moves our clients and their patients one step closer to that 

goal.1

30. Separately, in connection with the earnings release, Defendant Davis stated, “Our 

integration plans are on track and we remain confident in our ability to achieve Allscripts cost 

synergy goals as previously outlined.”

31. On November 9, 2010, Allscripts filed a quarterly report on Form 10-Q for the 

three- and nine-month periods ended September 30, 2010. The Form 10-Q stated in part:

 

1

 All emphases are added unless otherwise noted. 

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We believe the combination of Allscripts and Eclipsys will allow 

the combined company to become a larger, more competitive “endto-end” solutions provider within the healthcare information 

technology industry. Combining the companies’ respective 

solution sets will result in one of the most comprehensive solution 

offerings for healthcare organizations of every size and setting. By 

combining physician-office and post acute care solutions from 

Allscripts with Eclipsys’ enterprise solutions for hospitals and 

health systems, the combined company will offer a single platform 

of clinical, financial, connectivity and information solutions. 

After the Eclipsys Merger, given the unique breadth of solutions 

and customer types, the company expects to be uniquely positioned 

to connect physicians, other care providers and patients across all 

health care provider settings including hospitals, small or large 

physician practices, extended care facilities, or in a home care 

setting. The Eclipsys Merger establishes significant breadth and 

critical mass to compete for opportunities among large hospital 

and health systems that increasingly are looking to one 

information technology vendor to provide a single, end-to-end 

solution across all points of care. 

32. The Form 10-Q also included a certification by CEO Tullman that stated:

I, Glen E. Tullman, certify that:

1. I have reviewed this quarterly report on Form 10-Q of Allscripts 

Healthcare Solutions, Inc.;

2. Based on my knowledge, this report does not contain any untrue 

statement of a material fact or omit to state a material fact 

necessary to make the statements made, in light of the 

circumstances under which such statements were made, not 

misleading with respect to the period covered by this report;

3. Based on my knowledge, the financial statements, and other 

financial information included in this report, fairly present in all 

material respects the financial condition, results of operations and 

cash flows of the registrant as of, and for, the periods presented in 

this report;

4. The registrant’s other certifying officer and I are responsible for 

establishing and maintaining disclosure controls and procedures 

(as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and 

internal control over financial reporting (as defined in Exchange 

Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

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a. designed such disclosure controls and procedures, or 

caused such disclosure controls and procedures to be 

designed under our supervision, to ensure that material 

information relating to the registrant, including its 

consolidated subsidiaries, is made known to us by others 

within those entities, particularly during the period in 

which this report is being prepared;

b. designed such internal control over financial reporting, 

or caused such internal control over financial reporting to 

be designed under our supervision, to provide reasonable 

assurance regarding the reliability of financial reporting 

and the preparation of financial statements for external 

purposes in accordance with generally accepted accounting 

principles;

c. evaluated the effectiveness of the registrant’s disclosure 

controls and procedures and presented in this report our 

conclusions about the effectiveness of the disclosure 

controls and procedures, as of the end of the period covered 

by this report based on such evaluation; and

d. disclosed in this report any change in the registrant’s 

internal control over financial reporting that occurred 

during the registrant’s most recent quarter (the registrant’s 

fourth quarter in the case of an annual report) that has 

materially affected, or is reasonably likely to materially 

affect, the registrant’s internal control over financial 

reporting;

5. The registrant’s other certifying officer and I have disclosed, 

based on our most recent evaluation of internal control over 

financial reporting, to the registrant’s auditors and the audit 

committee of the registrant’s Board of Directors (or persons 

performing the equivalent functions):

a. all significant deficiencies and material weaknesses in 

the design or operation of internal control over financial 

reporting, which are reasonably likely to adversely affect 

the registrant’s ability to record, process, summarize and 

report financial information; and

b. any fraud, whether or not material, that involves 

management or other employees who have a significant 

role in the registrant’s internal control over financial 

reporting. 

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33. CFO Davis signed a substantially identical certification, also included as part of 

the Company’s Form 10-Q.

34. On February 15, 2011, Allscripts issued a press release announcing its financial 

results for the three-month period ending December 31, 2010. The Company reported nonGAAP diluted EPS of $0.20 and raised its guidance for FY2011 non-GAAP EPS to between 

$0.86 and $0.90. In connection with the earnings release, CEO Tullman stated:

Allscripts delivered outstanding results this quarter, the first full 

period of combined operations since our merger with Eclipsys . . . 

. Our sales momentum reflects our comprehensive set of solutions, 

our ability to execute and strong demand in the market. We 

achieved significant cross sales of our ambulatory and acute 

solutions into our client base. Most important, we are focused on 

realizing our vision of transforming today’s disconnected silos of 

healthcare into a connected community of health. 

35. Defendant Davis also stated: 

Our fourth quarter results highlight the significant growth 

opportunities for Allscripts and the success we are having 

bringing two great businesses together . . . . In addition to record 

bookings, I am pleased with our solid revenue performance as well 

as the improvement in non-GAAP operating margin to 20.6 

percent compared to 19.1 percent in the third quarter of 2010. We 

also made meaningful progress in delivering on the cost synergy 

goals we established related to our merger. 

36. After the market closed on February 15, 2011, the Company hosted a conference 

call to discuss its results of operations. During that call, Defendant Tullman stated in part, 

“When we announced the merger with Eclipsys, there were four fundamental questions. The 

first, was can we deliver on our results as a combined Company? We’ve done that.”

37. On March 1, 2011, the Company filed its Form 10-KT for the twelve-month 

period ending December 31, 2010, presenting substantially similar financial performance data. 

The Form 10-KT was signed by Defendants Tullman and Davis, and contained certifications 

substantially similar to that described in paragraph 32 above.

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38. On May 5, 2011, Allscripts issued a press release announcing its financial results 

for the quarter ending March 31, 2011. The Company reported non-GAAP diluted EPS of $0.21 

and reaffirmed its guidance for full year 2011. In connection with the earnings release, CEO 

Tullman stated:

Allscripts performance during the first quarter will provide a solid 

foundation for a strong 2011 . . . . We are well positioned to take 

full advantage of the transformation that is occurring in 

healthcare. We believe our ability to connect physicians, hospitals 

and other healthcare stakeholders to the information and insights 

needed to deliver world-class care will become the new operating 

system of healthcare. 

39. Defendant Davis also stated: 

Allscripts achieved strong financial results in the first quarter of 

2011, including solid revenue growth and an improvement of 170 

basis points in non-GAAP operating margin year-over-year, 

reflecting progress on our cost synergy objectives and leveraging 

our fixed and discretionary costs . . . . Our $2.7 billion backlog 

together with continued growth in bookings during 2011 will drive 

sustainable revenue, earnings and cash flow growth in 2011 and 

beyond. In addition, we are committed to balanced deployment of 

our strong cash flow to reduce debt, repurchase shares and invest 

internally for future growth as an opportunity to enhance value for 

Allscripts stakeholders. 

40. After the market closed on May 5, 2011, the Company hosted a conference call to 

discuss its results of operations. During that call, Defendant Tullman stated in part,

When we brought together Allscripts and Eclipsys, it was in direct 

response to the fundamental shifts we saw occurring in our market. 

I’m very pleased with our progress to date. We have delivered on 

the commitments we made. We said we would continue to execute 

on a significant cross-sell opportunity in our combined client base, 

and we have. We said we would demonstrate success integrating 

our product portfolio, and we have. We said we would deliver on 

cost synergies, and we have, and we now have one new factor to 

add. We told you we would deliver net new Sunrise Enterprise 

sales in 2011, and we have. 

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41. On May 9, 2011, the Company filed its Form 10-Q for the quarter ending March 

31, 2011, presenting substantially similar financial performance data. The Form 10-Q was 

signed by Defendants Tullman and Davis, and contained certifications substantially similar to 

that described in paragraph 32 above.

42. On August 2, 2011, Allscripts issued a press release announcing its financial 

results for the quarter ending June 30, 2011. The Company reported non-GAAP diluted EPS of 

$0.22 and adjusted its guidance for FY2011 EPS to between $0.88 and $0.90, the upper end of 

the previously described range. In connection with the earnings release, CEO Tullman stated:

Allscripts strong second quarter performance reflects a healthy mix 

of new and add-on sales, including net-new Sunrise Enterprise 

transactions, demonstrating our ability to both grow and expand 

our industry-leading client base . . . . I am confident Allscripts is 

poised for continued growth. Our leadership team is in place and 

our solutions portfolio is robust, positioning the Company to lead 

the digital transformation of healthcare. I am very proud of the 

accomplishments of our team and their ongoing dedication to our 

vision of creating a Connected Community of Health.

43. Defendant Davis also stated: 

Our revenue and non-GAAP earnings growth accelerated in the 

second quarter, reflecting a solid quarter of systems installations 

and continued robust upgrade activity . . . . At the same time, we 

remain focused on migrating and supporting our client base in their 

efforts to achieve meaningful use. Our non-GAAP operating profit 

increased 29 percent year-over-year, reflecting the benefit of 

anticipated merger-related cost synergies and the sustainable 

leverage of our financial model. We did this even while increasing 

our research and development spend during the second quarter. . . . 

Our financial health is evident in our ability to continue to generate 

very healthy cash flow, reduce debt and repurchase $50 million of 

Allscripts shares during the quarter.

44. After the market closed on August 2, 2011, the Company hosted a conference call 

to discuss its results of operations. During that call, Defendant Tullman stated in part, 

The first thing was, as we looked at the merger, people said, well, 

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sell, then can they sell in both directions, and then the final 

question was, does the software work together well? Each one of 

those we’ve knocked off quarter by quarter as we continue to 

educate the sales force, as we continue to educate our clients, and 

they see what we can deliver.

45. During the trading session the following day, Allscripts’ stock price rose $1.44 

per share, or 8.60 percent, to close at $18.18 per share.

46. On August 9, 2011, the Company filed its Form 10-Q for the quarter ending June 

30, 2011, presenting substantially similar financial performance data. The Form 10-Q was 

signed by Defendants Tullman and Davis, and contained certifications substantially similar to 

that described in paragraph 32 above.

47. On November 3, 2011, Allscripts issued a press release announcing its financial 

results for the quarter ending September 30, 2011. The Company reported non-GAAP diluted

EPS of $0.25 and raised its guidance for full year 2011 EPS from a range of $0.88 to $0.90 to a 

range of $0.91 to $0.93. In connection with the earnings release, CEO Tullman stated:

Our results reflect the strength of the healthcare IT market and our 

accelerating momentum with both new and existing clients, as 

reflected in our third quarter bookings growth . . . . Our unique 

vision for a Connected Community of Health is resonating with 

providers across all segments. We grew our hospital market share 

with three new Sunrise Clinical Manager clients in the quarter, and 

we continued to expand our ambulatory share, where we already 

have the largest footprint in the industry. We believe Allscripts is 

the one company best positioned to help healthcare providers 

thrive in this highly complex and dynamic healthcare environment.

48. Defendant Davis also stated: 

Our third quarter financial results were strong, as we saw a 

significant jump in year-over-year bookings growth, accelerating 

revenue and net income increases . . . . In addition to strong new 

client sales, we continue to demonstrate success with significant 

add-on purchases within our installed base. Gross margins reflect a 

higher mix of professional services and third party system sales, a 

result of robust upgrade activity across our entire client base. We 

continue to demonstrate the leverage inherent in our financial 

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model and merger-related synergies as we delivered an increase in 

operating income margin versus the same quarter last year. 

49. During the trading session that day, Allscripts’ stock price rose $0.72 per share, or 

3.82 percent, to close at $19.57 per share.

50. After the market closed on November 3, 2011, the Company hosted a conference 

call to discuss its results of operations. During that call, Defendant Davis engaged in the 

following exchange: 

Analyst: “Can you remind us again where you are in terms of the 

cost synergies that you outlined when the [Merger] was closed. I 

think it was supposed to be $25 million in the first year? Where –

are we at that run rate, or do we still have more to go?”

Defendant Davis: “Yes we’re tracking that, if not $1 million or 

$2 million above that for the year. We feel very good about the $25 

million, and as we work through our planning process for next 

year, remain confident in the incremental $10 million that would 

get us to $35 million, and then ultimately to $40 million in 2013. 

So, our perspective is on our ability to achieve those committed 

synergies still remains very positive.” 

51. During the trading session the following day, Allscripts’ stock price rose $1.22 

per share, or 6.23 percent, to close at $20.79 per share.

52. On November 9, 2011, the Company filed its Form 10-Q for the quarter ending 

September 30, 2010, presenting substantially similar financial performance data. The Form 10-

Q was signed by Defendants Tullman and Davis, and contained certifications substantially 

similar to that described in paragraph 32 above.

53. On February 16, 2012, Allscripts issued a press release announcing its financial 

results for the quarter and year ending December 31, 2011. The Company reported non-GAAP 

diluted EPS of $0.25 for the quarter and $0.93 for the year. Allscripts offered guidance for fullyear EPS for full year 2012 of between $1.06 and $1.10. In connection with the earnings release, 

CEO Tullman stated:

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Allscripts fourth quarter and 2011 results were strong by every 

measure, with record bookings, accelerating revenue growth, 

strong earnings growth and record operating cash flow . . . . Our 

performance reflects robust demand for our solutions, strong 

competitive positioning and success in expanding our market 

share. 

Our vision of a Connected Community of Health is gaining 

momentum with the emerging shift to accountable and value-based 

care models. Allscripts is uniquely positioned to connect all key 

stakeholders with our industry-leading clinical and financial 

solutions, enabling critical business insights that improve 

outcomes.

54. Defendant Davis also stated: 

Allscripts delivered another strong quarter and year of financial 

performance . . . . We had the best bookings quarter in the 

Company's history and saw our non-GAAP revenue and net 

income grow 15 and 23 percent, respectively, in the fourth quarter. 

We also continued our long-term commitment to invest in 

innovation, while demonstrating continued operating leverage. 

The quality of our results were particularly notable given record 

cash flow from operations and a decline in day sales outstanding 

(DSO) by six days, yielding a DSO of 84 days. We also continued 

to repurchase shares and reduce debt.

55. During the trading session that day, Allscripts’ stock price rose $0.19 per share, or 

0.89 percent, to close at $21.47 per share.

56. After the market closed on February 16, 2012, the Company hosted a conference 

call to discuss its results of operations. During that call, Defendant Davis stated: 

Our ability to scale as well as our success with driving mergerrelated cost synergies helped improve our operating leverage.

Consistent with past communications, we anticipate an incremental

$10 million in annual cost synergies in 2012 and an additional $5 

million in 2013. 

57. However, later in the call Defendant Tullman engaged in the following exchange:

Analyst: I know you’ve had quite a few quarters now under your 

belt with Misys and I know the big justification or the big part of 

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the strategy there was the captive practice management base that 

they had. And I am curious if you can offer up qualitative or 

quantitative statistics on or thoughts on how the cross sell has gone 

into that base, you know, what inning we are in relatively speaking 

in terms of the HR adoption opportunity there. . . . 

Defendant Tullman: It’s interesting. We have seen in our 

practice management base across the board we have seen a lot of 

stability. Those products work well. We think the opportunity with 

ICD-10 in part is, as those folks start to upgrade we are going to 

see upgrades that are both on the practice management as well as 

the Electronic Health Record side.

The other thing you find is people don’t want to move from what 

the companies are comfortable with. And that is especially true in 

payment processing. You know our payer PASS organization 

processes – you know, we are the third largest payment processing 

organization in healthcare and, specifically, relative to physician 

processing, I think we processed more physician direct payments 

than anyone. So that is something that people don’t want to 

generally mess around with.

So we see ICD-10, a lot of activity there. A lot of movement there. 

We think the delay was beneficial because it will give people a 

little bit of breathing room amidst all this change. But frankly, 

folks are focused on it moving toward that and we are continuing 

to see not a lot of attrition and a lot of positive movement in the 

former Misys space.

Analyst: But in terms of – I mean can you give us a feel for where 

you’re at in terms of the cross sell of EHR, you know the Allscripts 

professional and I would assume MyWay into that base. You know 

are we in the third inning of that, the fifth inning? I mean how far 

along are we in terms of are you in terms of executing that 

strategy?

Defendant Tullman: I think we are in the third inning. I think we 

have a lot of upside. We’ve made good progress. But I think we 

had a lot of upside in terms of selling Electronic Health Records. 

And again, what is interesting about this is that it’s – there is a lot 

of product that we have to sell.

So we are meeting our plan; we are doing what we expected. But 

we also see a lot of upside potential as well. So I think we follow 

the penetration nationally. About 35% is where we are and I think 

that is kind of where we are going.

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58. On February 29, 2012, the Company filed its Form 10-K for the quarter and year 

ending December 31, 2011. The Form 10-K was signed by Defendants Tullman and Davis, and 

contained certifications substantially similar to that described in paragraph 32 above.

59. Although the February 29, 2012, Form 10-K included full-year financial data 

substantially similar to that discussed in the press release, the filing reported an adjusted value 

for revenues for the three-month period ended September 30, 2011 ($363,736,000), which 

differed materially from the corresponding figure reported in the Company’s November 9, 2011 

filing ($368,763,000).

THE TRUTH EMERGES

60. On April 26, 2012, Allscripts filed a Form 8-K with the SEC previewing its 

operating results for the three months ending March 31, 2012. The Company reported nonGAAP diluted EPS of $0.12 – sharply below the trend implied by the Company’s guidance of 

full-year EPS of between $1.06 and $1.12 for 2012 issued on February 16.

61. Further, the Form 8-K contained a number of startling announcements:

Pead’s service as Chairman of the Board, director and officer of 

the Company terminated yesterday. Prior to this action, the Board 

engaged in extensive deliberations regarding the leadership of the 

Company. Following the deliberations, those who concurred with 

the consensus regarding such leadership expressed their intention 

to continue as directors, and those who did not concur (Catherine 

M. Burzik, Eugene V. Fife and Edward A. Kangas) informed the 

Company that they were resigning as directors. . . .

* * *

. . . On April 22, 2012, William J. Davis, the Company’s Chief 

Financial Officer, notified the Company that he will be resigning 

as Chief Financial Officer of the Company, effective May 18, 

2012.

62. After the market closed on April 26, 2012, the Company hosted a conference call 

to discuss its results of operations, during which it reduced full-year non-GAAP EPS guidance 

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by more than 25 percent, to a range of $0.74 to $0.80. During that call, Defendant Tullman 

finally acknowledged the true effects of the state of Allscripts’ efforts to integrate its fractured

and incongruous product lines: 

Our overall results were primarily driven by lower than expected 

sales and an unfavorable sales mix. This directly impacted both 

revenue and profit. . . . A number of our clients and prospects 

delayed commitment as they waited for us to introduce new 

releases and demonstrate more robust integration. 

* * *

Given that many of our clients are smaller practices, the challenges 

have not just been about upgrading software, but also include 

hardware upgrades, connectivity issues and work flow. For some, 

this is the first upgrade or change in years. While we have added 

staff to manage through this, there have been challenges, and 

candidly, there is more work to do relative to improving the client 

experience.

63. During the ensuing question-and-answer session, analysts openly expressed 

skepticism about the explanations provided by Allscripts executives as to the Company’s results 

and the dramatic changes to its Board of Directors:

George Hill (Citigroup): On this call, you said to us that you 

continue to think that the Company is best positioned to maintain 

and win share. The market statistics and the channel checks that I 

think myself and everybody else does, does not bear that out 

remotely. Please give us a reason why we should place any faith at 

all in that statement. 

* * *

Larry Marsh (Barclays Capital): [I]t looks like all the Eclipsys 

legacy board members either were terminated or quit. So it would 

suggest to some that the business you acquired in 2010 may be 

meaningfully different in value than what you thought. Can you 

comment on that? And can you give us any sense of how you’re 

going to be able to run this Company and convince your clients of 

your leadership if a third of the Board just resigned? . . .

* * *

Sean Weiland (Piper Jaffray & Co.): With four Board members 

up and resigning, and I’ve never seen that kind of board turnover 

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because of a sloppy bookings quarter. So I guess my question is, 

what else? What else is going on here that would cause that kind 

of turnover on the Board?

* * *

Charles Ryhee (Cowen & Co.): You know, Glen, at HIMSS this 

year, which was only about a month and a half ago, you talked at 

length about sort of where you thought things were going. You had 

new managers out there, and you were discussing in response to a 

question about integration and concerns that you were kind of 

saying that it is important but it is not the deciding factor. Yet, here 

you’re telling us now that you have prospects delaying their 

commitments, they are not happy with the initial integration, 

integrated offering here. 

* * *

Anthony Vendetti (Maxim Group): I just wanted to ask a 

question about the fourth quarter, because in the 10-K it looked 

like there was a restatement there for some system sales. And it 

looked like if you took out some of those system sales, it looked 

like you started to see kind of a trend of declining sales for a 

particular product. And I think it was more on the Allscripts side. 

I’m just wondering, is this – would you attribute most of this to 

Eclipsys, or is it the combination of mostly Eclipsys, a little bit of 

Allscripts? Can you just talk about that a little bit? 

64. In reaction to this news, over the course of the next trading session on April 27, 

2012, Allscripts’ share price fell by $5.72 per share, or 35.70 percent, to close at $10.30 per 

share on volume more than 30 times greater than the average during the Class Period and six 

times greater than that of any other day during the Class Period.

65. The truth, which was known by the Defendants but concealed from the investing 

public during the Class Period, was as follows: 

(a) the process of developing a unified product offering after the Merger had 

suffered debilitating setbacks, including major undisclosed schisms among the most senior levels 

of the Company, which ultimately resulted in the loss of key personnel and harmful upheaval in 

Company leadership;

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(b) a material portion of Allscripts’ revenue and net income was predicated on 

the successful integration of these systems, and substantial business relationships had been 

destroyed by the Company’s inability to make material progress in this area; 

(c) as a result of the foregoing, Allscripts lacked a reasonable basis for its 

claims of progress in post-Merger integration, sound operations, profitable results, and 

projections of continued growth. 

66. As a result of Defendants’ false statements, Allscripts common stock traded at 

artificially inflated levels during the Class Period. However, when the truth about Allscripts’ 

practices was revealed to investors, the Company’s share price dramatically declined. 

LOSS CAUSATION 

67. During the Class Period, as detailed herein, Defendants made false and 

misleading statements and engaged in a course of conduct to deceive the market that artificially 

inflated the prices of Allscripts common stock, and operated as a fraud or deceit on Class Period 

purchasers of Allscripts common stock by misrepresenting the Company’s business and 

prospects. Later, when Defendants’ prior misrepresentations and fraudulent conduct became 

apparent to the market, the price of Allscripts common stock fell precipitously. As a result of 

their purchases of Allscripts common stock during the Class Period, Plaintiff and other members 

of the Class suffered economic loss, i.e., damages, under the federal securities laws. 

SCIENTER

68. During the Class Period, Defendants had both the motive and opportunity to 

commit fraud. They also had actual knowledge of the misleading nature of the statements they 

made or acted with reckless disregard for the true information known to them at the time for the 

reasons discussed above. In so doing, Defendants committed acts, and practiced and participated 

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in a course of business that operated as a fraud or deceit on purchasers of Allscripts common 

stock during the Class Period.

NO SAFE HARBOR 

69. Allscripts’ verbal “Safe Harbor” warnings accompanying its oral forwardlooking statements (“FLS”) issued during the Class Period were ineffective to shield those 

statements from liability. 

70. Defendants are also liable for any false or misleading FLS pleaded because, at the 

time each FLS was made, the speaker knew the FLS was false or misleading and the FLS was 

authorized and/or approved by an executive officer of Allscripts who knew that the FLS was 

false. None of the historic or present-tense statements made by Defendants were assumptions 

underlying or relating to any plan, projection, or statement of future economic performance, as 

they were not stated to be such assumptions underlying or relating to any projection or statement 

of future economic performance when made, nor were any of the projections or forecasts made 

by Defendants expressly related to, or stated to be dependent on, those historic or present tense 

statements when made. 

APPLICABILITY OF PRESUMPTION OF

RELIANCE: FRAUD ON THE MARKET

71. Plaintiff will rely upon the presumption of reliance established by the fraud-onthe-market doctrine in that, among other things:

(a) Defendants made public misrepresentations or failed to disclose material 

facts during the Class Period;

(b) the omissions and misrepresentations were material;

(c) the Company’s stock traded in an efficient market;

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(d) the misrepresentations alleged would tend to induce a reasonable investor 

to misjudge the value of the Company’s common stock; and

(e) Plaintiff and other members of the Class purchased Allscripts common 

stock between the time Defendants misrepresented or failed to disclose material facts and the 

time the true facts were disclosed, without knowledge of the misrepresented or omitted facts. 

72. At all relevant times, the markets for Allscripts common stock were efficient for 

the following reasons, among others:

(a) as a regulated issuer, Allscripts filed periodic public reports with the SEC; 

(b) Allscripts regularly communicated with public investors via established 

market communication mechanisms, including through regular disseminations of press releases 

on the major news wire services and through other wide-ranging public disclosures, such as 

communications with the financial press, securities analysts, and other similar reporting services; 

and 

(c) Allscripts common stock was actively traded in an efficient market, 

namely the NASDAQ, under the ticker symbol “MDRX.”

CLASS ACTION ALLEGATIONS 

73. Plaintiff brings this action as a class action pursuant to Rule 23 of the Federal 

Rules of Civil Procedure on behalf of the Class. Excluded from the Class are Defendants,

directors, and officers of the Company, and their families and affiliates. 

74. The members of the Class are so numerous that joinder of all members is 

impracticable. The disposition of their claims in a class action will provide substantial benefits 

to the parties and the Court. As of February 10, 2012, Allscripts had approximately 190,514,662 

shares of common stock outstanding, owned by thousands of persons. 

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75. There is a well-defined community of interest in the questions of law and fact 

involved in this case. Questions of law and fact common to the members of the Class that 

predominate over questions that may affect individual Class members include: 

(a) whether Defendants violated the Exchange Act; 

(b) whether Defendants omitted and/or misrepresented material facts; 

(c) whether Defendants’ statements omitted material facts necessary in order 

to make the statements made, in light of the circumstances under which they were made, not 

misleading; 

(d) whether Defendants knew or recklessly disregarded that their statements

were false and misleading;

(e) whether the prices of Allscripts common stock were artificially inflated; 

and 

(f) the extent of damage sustained by Class members and the appropriate 

measure of damages. 

76. Plaintiff’s claims are typical of those of the Class because Plaintiff and the Class 

sustained damages from Defendants’ wrongful conduct. 

77. Plaintiff will adequately protect the interests of the Class and has retained counsel 

who are experienced in class action securities litigation. Plaintiff has no interests that conflict 

with those of the Class. 

78. A class action is superior to other available methods for the fair and efficient 

adjudication of this controversy. 

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COUNT I

For Violation of Section 10(b) of the 

Exchange Act and Rule l0b-5 Against All Defendants

79. Plaintiff incorporates paragraphs 1 through 78 by reference. 

80. During the Class Period, Defendants disseminated or approved the false 

statements specified above, which they knew to be or recklessly disregarded as to whether they 

were misleading, in that they contained misrepresentations and failed to disclose material facts 

necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading. 

81. Defendants violated Section 10(b) of the Exchange Act and Rule 10b-5 in that 

they: 

(a) employed devices, schemes, and artifices to defraud; 

(b) made untrue statements of material facts or omitted to state material facts 

necessary in order to make the statements made, in light of the circumstances under which they 

were made, not misleading; or 

(c) engaged in acts, practices, and a course of business that operated as a 

fraud or deceit upon Plaintiff and others similarly situated in connection with their purchases of 

Allscripts common stock during the Class Period. 

82. Plaintiff and the Class have suffered damages in that, in reliance on the integrity 

of the market, they paid artificially inflated prices for Allscripts common stock. Plaintiff and the 

Class would not have purchased Allscripts common stock at the prices they paid, or at all, if they 

had been aware that the market prices had been artificially and falsely inflated by Defendants’ 

misleading statements. 

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83. As a direct and proximate result of Defendants’ wrongful conduct, Plaintiff and 

the other members of the Class suffered damages in connection with their purchases of Allscripts 

common stock during the Class Period.

COUNT II

For Violation of § 20(a) of the 

Exchange Act Against the Individual Defendants 

84. Plaintiff incorporates paragraphs 1 through 83 by reference. 

85. The Individual Defendants acted as controlling persons of Allscripts within the 

meaning of Section 20(a) of the Exchange Act. By virtue of their power to control public 

statements about Allscripts, the Individual Defendants had the power and authority to control 

Allscripts and its employees. By reason of such conduct, the Individual Defendants are liable 

pursuant to Section 20(a) of the Exchange Act. 

PRAYER FOR RELIEF

WHEREFORE, Plaintiff prays for judgment as follows:

A. Declaring this action to be a proper class action pursuant to Rule 23 of the Federal 

Rules of Civil Procedure;

B. Awarding Plaintiff and the members of the Class damages and interest;

C. Awarding Plaintiff’s reasonable costs, including attorneys’ fees; and 

D. Awarding such equitable/injunctive or other relief as the Court may deem just and 

proper.

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JURY DEMAND 

Plaintiff demands a trial by jury. 

DATED: May 2, 2012 Respectfully submitted, 

By: /s/ Adam J. Levitt

Adam J. Levitt 

John Tangren 

WOLF HALDENSTEIN ADLER

FREEMAN & HERZ LLC

55 West Monroe Street

Chicago, Illinois 60603

Telephone: (312) 984-0000

Facsimile: (312) 984-0001 

Email: levitt@whafh.com

tangren@whafh.com

Local Counsel for Plaintiff 

Bristol County Retirement System

Christopher J. Keller

Michael W. Stocker 

Rachel A. Avan

LABATON SUCHAROW LLP

140 Broadway

New York, New York 10005

Telephone: (212) 907-0700

Facsimile: (212) 818-0477

Email: ckeller@labaton.com

mstocker@labaton.com

ravan@labaton.com

Counsel for Plaintiff 

Bristol County Retirement System

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