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 23, 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 7.01. Regulation FD Disclosure
	Item 8.01. Other Events
	Item 9.01.       Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 PRESS RELEASE, DATED NOVEMBER 23, 2005

Item 7.01. Regulation FD Disclosure

     On November 3, 2005, at the time of Emdeon’s third quarter earnings release, Emdeon communicated its financial guidance for the quarter and year ending December 31, 2005 and for the year ending December 31, 2006 and furnished a summary of this guidance in Exhibit 99.3 to the Current Report on Form 8-K Emdeon filed with the SEC that day. On November 18, 2005, Emdeon announced that it expected 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.

     The tender offer by Emdeon for shares of its common stock, referred to in Item 8.01 of this Current Report, was not reflected in the guidance referred to above. Completion of the tender offer would result in adjustments to that guidance. Emdeon anticipates that it will pay for the shares tendered and related expenses from cash on hand, including proceeds received from selling investments in our marketable debt securities. Based on the foregoing and the assumption that Emdeon purchases 60 million shares of its common stock at $8.20 per share on December 21, 2005 for an aggregate purchase price of $492 million, the following adjustments are being made:

• As a result of the expected sale of marketable securities to fund the tender offer and the related loss of interest income, Emdeon’s previously announced financial guidance for its income before taxes, non-cash and other items and its net income are each expected to be reduced by

— approximately $0.6 million to $0.7 million for the quarter and year ending December 31, 2005 (which reflects the assumption that the tender offer will close near the end of the quarter); and

— approximately $17 million to $18 million for the year ending December 31, 2006.

• In addition, as a result of the expected sales of marketable securities to fund the tender offer, Emdeon’s net income for the quarter and year ending December 31, 2005 is expected to be reduced by a loss on investments of approximately $2 million to $3 million.

• Emdeon’s previously announced assumptions for weighted average shares outstanding would, as a result of the tender offer, be reduced by:

— Approximately 7 million shares for the quarter ending December 31, 2005 and approximately 2 million shares for full year 2005 (which reflects the assumption that the reduction in outstanding shares will occur near the end of the fourth quarter); and

— 60 million shares for the year ending December 31, 2006.

Item 8.01. Other Events

Tender Offer

     On November 23, 2005, Emdeon Corporation issued a press release announcing that it has commenced a tender offer to purchase up to 60,000,000 shares of its common stock at a price per share of $8.20. A copy of the press release is attached as Exhibit 99.1 hereto, the contents of which are incorporated herein by reference.

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     In connection with the tender offer, Emdeon’s Board of Directors has terminated its existing Stock Repurchase Program.

*     *     *

Possible Future Debt Financing

     Emdeon may seek to enter into new debt financing arrangements, including, but not limited to, senior secured credit agreements and other forms of financing. There can be no assurance that any debt financing arrangements will be available to us or that we will choose to take advantage of any such financing opportunities that do become available to us. If we do, we may use such financing for general corporate purposes, including potential acquisitions. We have not entered into any commitment regarding any such financing arrangements and there can be no assurance that we will do so in the future.

Item 9.01.       Financial Statements and Exhibits

(c)	Exhibits
	The following exhibit is filed herewith:
		99.1	Press Release, dated November 23, 2005, announcing that Emdeon has commenced a tender offer for 60,000,000 shares of its common stock

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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 23, 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 23, 2005, announcing that Emdeon Corporation has commenced a tender offer for 60,000,000 shares of its common stock

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EX-99.1

EXHIBIT 99.1

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

EMDEON CORPORATION ANNOUNCES COMMENCEMENT OF ITS TENDER OFFER

ELMWOOD PARK, NJ (November 23, 2005) — Emdeon Corporation (Nasdaq: HLTH) announced today that it has commenced its tender offer to purchase up to 60,000,000 shares of its common stock at a price per share of $8.20.

The number of shares proposed to be purchased in the tender offer represents approximately 17.4% of the Company’s currently outstanding shares. The last reported sales price per share of the Company’s common stock on the Nasdaq National Market on November 22, 2005 was $7.75 per share.

The Company’s directors and executive officers have advised the Company that they do not intend to tender any of their shares in the tender offer.

The tender offer will expire at 12:00 midnight, New York City time, on Wednesday, December 21, 2005, unless extended by the Company. Tenders of shares must be made on or prior to the expiration of the tender offer and may be withdrawn at any time on or prior to the expiration of the tender offer.

The tender offer is subject to a number of terms and conditions described in the offer to purchase that is being distributed to stockholders, including that a minimum of 27,500,000 shares be properly tendered and not properly withdrawn in the Offer.

On the terms and subject to the conditions of the tender offer, the Company’s stockholders will have the opportunity to tender some or all of their shares at a price of $8.20 per share. If stockholders properly tender and do not properly withdraw more than 60,000,000 shares, the Company will purchase shares tendered by those stockholders owning fewer than 100 shares, without pro ration, and all other shares tendered will be purchased on a pro rata basis, subject to the conditional tender offer provisions described in the offer to purchase that is being distributed to stockholders. Stockholders whose shares are purchased in the tender offer will be paid $8.20 per share, net in cash, without interest, promptly after the expiration of the tender offer period.

None of the Company, its Board of Directors or the information agent makes any recommendations to stockholders as to whether to tender or refrain from tendering their shares into the tender offer. Stockholders must decide how many shares they will tender, if any.

The information agent for the tender offer is Innisfree M&A Incorporated. The depositary is American Stock Transfer & Trust Company. The offer to purchase, letter of transmittal and related documents are being mailed to stockholders of record and also will be made available for distribution to beneficial owners of the Company’s common stock. For questions and information, please call the information agent toll free at 1-888-750-5834.

THIS PRESS RELEASE IS FOR INFORMATIONAL PURPOSES ONLY AND DOES NOT CONSTITUTE AN OFFER TO BUY OR THE SOLICITATION OF AN OFFER TO SELL SHARES OF EMDEON CORPORATION COMMON STOCK. THE TENDER OFFER IS BEING MADE ONLY PURSUANT TO THE OFFER TO

PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS THAT THE COMPANY WILL SHORTLY BE DISTRIBUTING TO ITS STOCKHOLDERS AND FILING WITH THE SECURITIES AND EXCHANGE COMMISSION. STOCKHOLDERS AND INVESTORS SHOULD READ CAREFULLY THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND RELATED MATERIALS BECAUSE THEY CONTAIN IMPORTANT INFORMATION, INCLUDING THE VARIOUS TERMS OF, AND CONDITIONS TO, THE TENDER OFFER. STOCKHOLDERS AND INVESTORS MAY OBTAIN A FREE COPY OF THE TENDER OFFER STATEMENT ON SCHEDULE T-O, THE OFFER TO PURCHASE, LETTER OF TRANSMITTAL AND OTHER DOCUMENTS THAT THE COMPANY WILL SHORTLY BE FILING WITH THE SECURITIES AND EXCHANGE COMMISSION AT THE COMMISSION’S WEBSITE AT WWW.SEC.GOV OR BY CALLING INNISFREE M&A INCORPORATED, THE INFORMATION AGENT FOR THE TENDER OFFER, TOLL-FREE AT 1-888-750-5834. STOCKHOLDERS ARE URGED TO CAREFULLY READ THESE MATERIALS PRIOR TO MAKING ANY DECISION WITH RESPECT TO THE TENDER OFFER.

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.

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