EMDEON CORPORATION

0000950144-05-010445.txt : 20051019 0000950144-05-010445.hdr.sgml : 20051019 20051018192313 ACCESSION NUMBER: 0000950144-05-010445 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 2 CONFORMED PERIOD OF REPORT: 20051017 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20051019 DATE AS OF CHANGE: 20051018 FILER: COMPANY DATA: COMPANY CONFORMED NAME: EMDEON CORP CENTRAL INDEX KEY: 0001009575 STANDARD INDUSTRIAL CLASSIFICATION: SERVICES-COMPUTER PROCESSING & DATA PREPARATION [7374] IRS NUMBER: 943236644 STATE OF INCORPORATION: DE FISCAL YEAR END: 1231 FILING VALUES: FORM TYPE: 8-K SEC ACT: 1934 Act SEC FILE NUMBER: 000-24975 FILM NUMBER: 051144026 BUSINESS ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 BUSINESS PHONE: 2017033400 MAIL ADDRESS: STREET 1: RIVER DRIVE CENTER 2 STREET 2: 669 RIVER DR CITY: ELMWOOD PARK STATE: NJ ZIP: 07407 FORMER COMPANY: FORMER CONFORMED NAME: WEBMD CORP /NEW/ DATE OF NAME CHANGE: 20001102 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHEON CORP DATE OF NAME CHANGE: 19980729 FORMER COMPANY: FORMER CONFORMED NAME: HEALTHSCAPE CORP DATE OF NAME CHANGE: 19970404 8-K 1 g97743e8vk.htm EMDEON CORPORATION EMDEON CORPORATION

UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 8-K

CURRENT REPORT

Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

October 17, 2005

Date of Report (Date of earliest event reported)

EMDEON CORPORATION

(Exact name of registrant as specified in its charter)


Delaware	0-24975	94-3236644

(State or other jurisdiction of incorporation)	(Commission File Number)	(I.R.S. Employer Identification No.)

669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361

(Address of principal executive offices, including zip code)

(201) 703-3400

(Registrant’s telephone number, including area code)

WEBMD CORPORATION

(Former name or address, if changed since last report)

Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)

o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)

o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

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SIGNATURE
EXHIBIT INDEX
EX-3.1 CERTIFICATE OF AMENDMENT

Item 8.01. Other Events.

Effective October 17, 2005, the Registrant amended its Certificate of Incorporation to change its name from WebMD Corporation to Emdeon Corporation. The amendment was approved at the Annual Meeting of Stockholders of the Registrant held on September 29, 2005 and was disclosed in the proxy statement filed by the Registrant with the Securities and Exchange Commission in connection with the Annual Meeting.

The new CUSIP number for Emdeon common stock is: 290849 10 8. Stockholders are NOT required to exchange outstanding stock certificates for WebMD common stock for new Emdeon stock certificates.

Item 9.01. Financial Statements and Exhibits.


(c)	Exhibits

	The following exhibits are filed or furnished herewith:

		3.1	Certificate of Amendment of Eleventh Amended and Restated Certificate of Incorporation of the Registrant Changing Its Name from WebMD Corporation to Emdeon Corporation

SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, Emdeon Corporation has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.


	EMDEON CORPORATION
Dated: October 18, 2005	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

EXHIBIT INDEX


*Exhibit*
*Number*		*Description*

3.1		Certificate of Amendment of Eleventh Amended and Restated Certificate of Incorporation of the Registrant Changing Its Name from WebMD Corporation to Emdeon Corporation

EX-3.1 2 g97743exv3w1.htm EX-3.1 CERTIFICATE OF AMENDMENT EX-3.1 CERTIFICATE OF AMENDMENT

EXHIBIT 3.1

CERTIFICATE OF AMENDMENT
OF
ELEVENTH AMENDED AND RESTATED
CERTIFICATE OF INCORPORATION
OF
WEBMD CORPORATION

WebMD Corporation, a corporation organized and existing under and by virtue of the General Corporation Law of the State of Delaware (the “Corporation”), DOES HEREBY CERTIFY:

FIRST: That, at a meeting of the Board of Directors of the Corporation, the following resolution was duly adopted approving and declaring advisable an amendment to the Corporation’s Certificate of Incorporation:

RESOLVED, that the Board hereby approves and declares it advisable that the Certificate of Incorporation of the Corporation be amended so that Article I thereof shall read in its entirety as follows:

The name of this corporation is Emdeon Corporation.

SECOND: That thereafter, pursuant to resolutions of the Board of Directors of the Corporation, an annual meeting of the stockholders was duly called and held, upon notice in accordance with Section 222 of the General Corporation Law of the State of Delaware, at which meeting the necessary number of shares as required by statute were voted in favor of the aforesaid amendment.

THIRD: That the aforesaid amendment was duly adopted in accordance with the applicable provisions of Sections 242 of the General Corporation Law of the State of Delaware.

IN WITNESS WHEREOF, the Corporation has caused this certificate to be signed by Lewis H. Leicher, its Senior Vice President and Assistant Secretary, this 17th day of October, 2005.


	WebMD Corporation
	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President and Assistant Secretary

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