8-K

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

November 15, 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)

(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))

TABLE OF CONTENTS

	Item 1.02.     Termination of a Material Definitive Agreement
	Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers
	Item 7.01.     Regulation FD Disclosure
	Item 9.01.     Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE

Item 1.02.     Termination of a Material Definitive Agreement

     To the extent required by Item 1.02 of Form 8-K, the information contained in Item 5.02 of this Current Report is incorporated by reference in this Item 1.02. In addition, to the extent required by Item 1.02 of Form 8-K, the following are incorporated by reference in this Item 1.02 pursuant to General Instruction B.3 of Form 8-K:

• the employment agreement between Tony G. Holcombe and the Registrant, a copy of which was filed as Exhibit 10.49 to the Registrant’s Annual Report on Form 10-K for the year ended December 31, 2003;

• the description of employment arrangements with Mr. Holcombe in the Proxy Statement, dated August 15, 2005, for the Registrant’s 2005 Annual Meeting of Stockholders under the heading “Executive Compensation — Compensation Arrangements with Executive Officers — Arrangements with Tony G. Holcombe.”

Item 5.02.     Departure of Directors or Principal Officers; Election of Directors; Appointment of Principal Officers

     (b) Tony G. Holcombe, the President of the Registrant and the President of its Business Services segment, will resign from all positions with the Registrant and its subsidiaries effective December 2, 2005 in order to pursue another business opportunity.

Item 7.01.     Regulation FD Disclosure

     On November 18, 2005, the Registrant issued a press release regarding the management change referred to in Item 5.02 and other matters. A copy of the press release is attached as Exhibit 99.1. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any filing under the Securities Act of 1933 or the Securities Exchange Act of 1934, except as shall be expressly set forth by specific reference in such filing.

Item 9.01.     Financial Statements and Exhibits

     (c)     Exhibits

The following exhibit is furnished herewith:

99.1 Press Release, dated November 18, 2005, regarding management change and other matters

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SIGNATURE

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

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

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Press Release, dated November 18, 2005, regarding management change and other matters

4

EX-99.1

EXHIBIT 99.1

Contacts:
Investors:	Media:
Risa Fisher rfisher@emdeon.com 201-414-2002	Jennifer Meyer jmeyer@emdeon.com 212-624-3912

EMDEON ANNOUNCES MANAGEMENT CHANGE

ELMWOOD PARK, NJ (November 18, 2005) — Emdeon Corporation (NASDAQ: HLTH) announced today that Tony G. Holcombe, its President and the President of its Business Services segment, will resign from his roles effective December 2, 2005 in order to pursue another business opportunity. The Emdeon Business Services segment will report directly to Kevin Cameron, Chief Executive Officer of Emdeon, until a successor is named.

“I want to thank Tony for the contributions he has made since joining Emdeon in December 2003”, said Kevin Cameron. “Under Tony’s leadership, we improved our quality and customer satisfaction and strengthened our infrastructure. I have been working closely with the senior management team at Business Services and I anticipate a smooth transition.”

Mr. Cameron also said, “As I stated in June 2005, I suffered from a serious health condition several years ago and I have been undergoing a series of treatments to better manage my health that take me out of the office for a few hours once or twice per week. Although these treatments have yet to achieve the desired result, I am confident in my ability to assume these additional responsibilities until a successor for Tony is named. However, in the future it may become necessary for me to spend more time addressing my health needs and I may have to contribute to the Company in a different senior executive role which would not require the active day to day oversight of operations. The Company and I monitor this closely.”

Martin J. Wygod, Chairman of Emdeon, said, “I also want to thank Tony and wish him good luck in the future. During this transition period, I will continue working closely with Kevin in the management of the Company.”

Emdeon also announced that its financial guidance for the fourth quarter of 2005 remains unchanged from what it communicated at the time of its third quarter earnings release. However, the Company now expects that its revenue and earnings for 2006 may be towards the lower end of the ranges provided at the time of its third quarter earnings release, primarily as a result of anticipated weakness at its Business Services segment. This guidance is summarized in Exhibit 99.3 furnished with the Current Report on Form 8-K filed with the SEC by Emdeon on November 3, 2005. The Form 8-K is available at www.emdeon.com (in the “About Emdeon” section).

ABOUT EMDEON

Emdeon (Nasdaq: HLTH) is a leading provider of business, technology and information solutions that transform both the financial and clinical aspects of healthcare delivery. At the core of Emdeon’s vision is the commitment to connect providers, payers, employers, physicians and consumers in order to simplify business processes, to provide actionable knowledge at the right time and place and to improve healthcare quality.

Emdeon Business Services provides revenue cycle management and clinical communication solutions that enable payers, providers and patients to improve healthcare business processes. Emdeon Practice Services provides physician practice management and electronic health record software and services that increase

practice efficiency and enhance patient care. WebMD Health (Nasdaq: WBMD) provides health information services for consumers, physicians, healthcare professionals, employers and health plans through its public and private online portals and health-focused publications. Porex is a developer, manufacturer and distributor of proprietary porous plastic products and components used in healthcare, industrial and consumer applications.

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All statements contained in this press release, other than statements of historical fact, are forward-looking statements, including those regarding: guidance on our future financial results and other projections or measures of our future performance; the amount and timing of the benefits expected from strategic initiatives and acquisitions or from deployment of new or updated technologies, products, services or applications; and other potential sources of additional revenue. These statements are based on our current plans and expectations and involve risks and uncertainties that could cause actual future events or results to be different than those described in or implied by such forward-looking statements. These risks and uncertainties include those relating to: market acceptance of our products and services; operational difficulties relating to combining acquired companies and businesses; our ability to form and maintain mutually beneficial relationships with customers and strategic partners; changes in economic, political or regulatory conditions or other trends affecting the healthcare, Internet, information technology and plastics industries, including matters relating to the Health Insurance Portability and Accountability Act of 1996 (HIPAA); and our ability to attract and retain qualified personnel. Further information about these matters can be found in our Securities and Exchange Commission filings. We expressly disclaim any intent or obligation to update these forward-looking statements.

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WebMD®, WebMD Health®, Emdeon™, Emdeon Business Services™, Emdeon Practice Services™ and POREX® are trademarks of Emdeon Corporation or its subsidiaries.