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 28, 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 5.04. Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans
	Item 9.01. Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX
EX-99.1 NOTICE TO DIRECTORS, NOVEMBER 28, 2005

Item 5.04.     Temporary Suspension of Trading Under Registrant’s Employee Benefit Plans

     On November 28, 2005, Emdeon Corporation sent a notice (which we refer to as the “Notice”) to its directors and executive officers informing them of a temporary suspension of trading (which we refer to as the “Blackout Period”) under the Emdeon Corporation 401(k) Savings Plan, the Emdeon Practice Services, Inc. 401(k) Profit Sharing Plan, and the Porex Corporation 401(k) Savings Plan (which we refer to collectively as the “Plans”), qualified retirement plans maintained respectively by Emdeon Corporation, Emdeon Practice Services, Inc., and Porex Corporation. Emdeon Practice Services, Inc. and Porex Corporation are subsidiaries of Emdeon Corporation. Attached hereto as Exhibit 99.1 and incorporated by reference herein is a copy of the Notice.

     The Blackout Period relates to the tender offer for Emdeon common stock commenced by Emdeon on November 23, 2005. The Blackout Period is required in connection with processing Plan participant elections related to the tender offer. As described in the Notice, participants in the Plans who elect to have a portion of the shares of Emdeon common stock credited to their accounts tendered by the trustee of the Plans will be prevented from directing transactions (including obtaining a loan or a distribution) with respect to, or diversifying (to the extent permitted by the terms of the applicable Plan), the remaining shares of Emdeon common stock credited to their accounts under the applicable Plan for a period currently expected to begin on December 16, 2005, at 4:00 p.m., Eastern time, and to continue until processing relating to the tender offer is complete. In addition, for two days at the beginning of the Blackout Period, no participants in the 401(k) Plans will be permitted to enter into transactions in Emdeon securities credited to their accounts.

     The Notice indicates that the Blackout Period is currently expected to begin on December 16, 2005, at 4:00 p.m., Eastern Time, and to last until the week of December 25, 2005. Emdeon provided the Notice to its directors and executive officers in accordance with Section 306 of the Sarbanes-Oxley Act of 2002 and Rule 104 of Regulation BTR. Emdeon received the notice required by Section 101(i)(2)(E) of the Employment Retirement Income Security Act of 1974, as amended, on November 23, 2005.

     Inquiries concerning the Blackout Period should be directed to Lewis H. Leicher, Senior Vice President, by telephone at (858) 759-6000 or by mail at Emdeon Corporation, River Drive Center Two, 669 River Drive, Elmwood Park, New Jersey 07407-1361.

Item 9.01.     Financial Statements and Exhibits

(c) Exhibits

The following exhibit is filed herewith:

99.1     Notice to Directors and Executive Officers of Emdeon Corporation, dated November 28, 2005

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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 28, 2005	By:	/s/ Lewis H. Leicher
		Lewis H. Leicher
		Senior Vice President

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EXHIBIT INDEX

Exhibit
Number	Description
99.1	Notice to Directors and Executive Officers of Emdeon Corporation, dated November 28, 2005

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EX-99.1

EXHIBIT 99.1

MEMORANDUM

TO:	All Directors and Executive Officers of Emdeon Corporation
FROM:	Lewis Leicher Senior Vice President & Assistant General Counsel Emdeon Corporation
DATE:	November 28, 2005
SUBJECT:	Notice of Blackout Period with Respect to Trading of Common Stock of Emdeon Corporation

     As you know, Emdeon Corporation (“Emdeon”) has recently commenced a self-tender offer for up to 60,000,000 shares of its common stock, $0.0001 par value per share. The self-tender offer is being made to all of Emdeon’s stockholders, including participants in Emdeon’s 401(k) plans (the “401(k) Plans”) who have shares of Emdeon common stock credited to their 401(k) Plan accounts. 401(k) Plan participants who decide to direct the plan trustee to tender shares of Emdeon common stock credited to their 401(k) Plan accounts will temporarily be unable to conduct transactions with respect to Emdeon shares credited to those accounts while their tender instructions are being processed and during the settlement period for the tender offer. This period during which those 401(k) Plan Participants who direct the trustee to tender shares will be unable to transfer or sell shares credited to their 401(k) Plan accounts is called a “Blackout Period”. The Blackout Period is currently expected to begin at 4:00 p.m., Eastern Time, on December 16, 2005 and to end during the week of December 25, 2005. You will be notified if the timing of the Blackout Period changes, and you will be notified when the Blackout Period ends.

     The following restrictions and limitations involving Emdeon securities and 401(k) Plan transactions will apply during the Blackout Period.

     1.     You are not permitted to purchase, sell or otherwise acquire or transfer any equity securities of Emdeon (or derivative securities of those equity securities) during the Blackout Period. There are certain narrow exceptions for dividend reinvestment plans, certain automatic non-discretionary transactions within employee benefit plans (but not the 401(k) Plans), automatic formula grant programs, and exchanges by operation of law in connection with a merger or acquisition.

     2.     This prohibition is imposed because, during the Blackout Period, participants who tender a portion of the shares credited to their accounts in the 401(k) Plans will not be permitted to enter into transactions under the 401(k) Plans with respect to untendered Emdeon securities credited to their accounts because the trustee for the 401(k) Plans is administratively unable to permit transactions by those participants with respect to the untendered portion. In addition, for two days at the beginning of the Blackout Period, no participants in the 401(k) Plans will be permitted to enter into transactions in Emdeon securities credited to their accounts.

     3.     The prohibition on sales and other transfers described in paragraph 1 above applies only to equity securities of Emdeon (and derivatives of such securities) that you have acquired in connection with your service or employment as a director or executive officer of Emdeon. It is important to note that any such security you sell or otherwise transfer will automatically be treated as acquired in connection with your service or employment unless you establish that the securities were acquired from another source and this identification is consistent with your treatment of the securities for tax purposes and all other disclosure and reporting requirements. The tender offer itself also imposes restrictions on purchases by Emdeon directors and executive officers. Those restrictions began when the tender offer was announced. We will notify you when they are no longer in effect.

     4.     Participants in the 401(k) Plans that elect to participate in the tender offer generally will be prohibited from engaging in certain transactions with respect to their Emdeon stock investments under the 401(k) Plans (e.g., directing or diversifying investments in their individual accounts, obtaining loans or obtaining a

distribution, in each case to the extent permitted by the terms of the applicable plan) beginning at 4:00 p.m. Eastern Time on December 16, 2005 and ending during the week of December 25, 2005. You will be informed if the timing of the Blackout Period changes, and you will be notified when the Blackout Period ends.

     The foregoing restrictions and limitations are in addition to those under Emdeon’s insider trading policy.

     This notice is provided to you pursuant to the requirements of Rule 104 of Regulation BTR promulgated under the Securities Exchange Act of 1934 and Section 306 of the Sarbanes-Oxley Act of 2002.

     For inquiries concerning either this notice or the Blackout Period, please contact Lewis H. Leicher, Senior Vice President, by telephone at (858) 759-6000 or by mail at Emdeon Corporation, River Drive Center Two, 669 River Drive, Elmwood Park, New Jersey 07407-1361.

     If this notice has been delivered to you by electronic means, you have the right to receive a paper version of this notice, and may request a paper version of this notice at no charge by contacting Mr. Leicher as indicated above.

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