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

December 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 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 DECEMBER 16, 2005
EX-99.2 PRESS RELEASE DATED DECEMBER 15, 2005

Item 7.01. Regulation FD Disclosure

     On December 16, 2005, the Registrant issued a press release containing updates on succession planning and financial guidance. Exhibit 99.1 is being “furnished” and shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange Act”), nor shall it be deemed incorporated by reference in any filing under the Exchange Act or the Securities Act of 1933, except as shall be expressly set forth by specific reference in such filing.

Item 8.01. Other Events

CEO Succession Planning

     In light of the health condition of Kevin Cameron, our Chief Executive Officer, the Board of Directors of Emdeon has determined to actively engage in succession planning with respect to the Chief Executive Officer position. Mr. Cameron is expected to continue as Chief Executive Officer until the completion of this process by the Board, which is expected to occur within the next three to four months. This process will be led by a Committee of the Board consisting of Martin J. Wygod, James V. Manning and Neil Dimick.

*          *          *          *

Indictments of Former Medical Manager Health Systems Personnel

     As previously disclosed, the United States Attorney for the District of South Carolina has been conducting an investigation of Emdeon Corporation (the “Registrant”). On December 15, 2005, the Registrant issued a press release regarding indictments, announced by the United States Attorney on that day, of certain former officers and employees of Medical Manager Health System, Inc., a subsidiary of the Registrant that is currently known as Emdeon Practice Services, Inc. (referred to in this Current Report as “Health Systems”). Attached hereto as Exhibit 99.2 and incorporated by reference herein is a copy of that press release.

     The former employees who were indicted are:

• Ted W. Dorman, a former Regional Vice President of Health Systems, who was employed until March 2003.

• Charles L. Hutchinson, a former Controller of Health Systems, who was employed until June 2001.

• Maxie L. Juzang, a former Vice President of Health Systems, who was employed until August 2005.

• John H. Kang, a former President of Health Systems, who was employed until May 2001.

• Frederick B. Karl, Jr., a former General Counsel of Health Systems, who was employed until April 2000.

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• Franklyn B. Krieger, a former Associate General Counsel of Health Systems, who was employed until February 2002.

• Lee A. Robbins, a former Vice President and Chief Financial Officer of Health Systems, who was employed until September 2000.

• John P. Sessions, a former President and Chief Operating Officer of Health Systems, who was employed until September 2003.

• Michael A. Singer, a former Chief Executive Officer of Health Systems and a former director of the Registrant, who was most recently employed by the Registrant as its Executive Vice President, Physician Software Strategies until February 2005.

• David Ward, a former Vice President of Health Systems, who was employed until June 2005.

The Indictment charges the persons listed above with conspiracy to commit mail, wire and securities fraud, a violation of Title 18, United States Code, Section 371 and conspiracy to commit money laundering, a violation of Title 18, United States Code, Section 1956(h). The indictment charges Messrs. Sessions and Ward with substantive counts of money laundering, violations of Title 18, United States Code, Section 1957. The Indictment is filed in, and available from, the District Court of the United States for the District of South Carolina — Beaufort Division.

Item 9.01. Financial Statements and Exhibits

     (c) Exhibits

     The following exhibits are filed or furnished herewith:

99.1	Press Release issued by the Registrant, dated December 16, 2005, regarding updates on CEO succession planning and financial guidance
99.2	Press Release issued by the Registrant, dated December 15, 2005, regarding indictments of former Medical Manager Health Systems personnel in connection with previously disclosed investigation

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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: December 16, 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 issued by the Registrant, dated December 16, 2005, regarding updates on CEO succession planning and financial guidance
	99.2	Press Release issued by the Registrant, dated December 15, 2005, regarding indictments of former Medical Manager Health Systems personnel in connection with previously disclosed investigation

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EX-99.1

EXHIBIT 99.1

Contact:
Investors:	Media:
Risa Fisher	Jennifer Meyer Newman
201-414-2002	212-624-3912
rfisher@emdeon.com	jnewman@emdeon.com

Emdeon Corporation Provides Update

ELMWOOD PARK, NJ — December 16, 2005 — Emdeon Corporation (NASDAQ: HLTH) today provided the following corporate update:

Board of Directors Engages in CEO Succession Planning
In light of the health condition of Kevin Cameron, our Chief Executive Officer, the Board of Directors has determined to actively engage in succession planning with respect to the Chief Executive Officer position. Mr. Cameron is expected to continue as Chief Executive Officer until the completion of this process by the Board, which is expected to occur within the next three to four months. This process will be led by a Committee of the Board consisting of Martin J. Wygod, James V. Manning and Neil Dimick.

Financial Guidance Update
Emdeon expects its net income per share and its income before taxes, non-cash and other items per share for the quarter ending December 31, 2005 will be approximately $0.01 to $0.02 higher than previously forecasted, primarily due to lower than anticipated compensation and benefit expenses principally for employee healthcare and recently lowered estimates for senior corporate management bonuses. This updated guidance for income before taxes, non-cash and other items is $0.14 to $0.16 per share. This updated guidance for net income of $0.06 to $0.07 per share also reflects the previously disclosed effects from the outstanding tender offer which the Company estimates at approximately ($0.01) per share (assuming the completion of the tender offer for 60 million shares in accordance with its terms).

Emdeon reiterated that its revenues for the fourth quarter will be within the range of its financial guidance provided on November 3, 2005 of $320 to $330 million.

Additionally, Emdeon reiterated that, as previously announced on November 18, 2005, it expects that its 2006 revenue and earnings will be at the lower end of its financial guidance provided on November 3, 2005, primarily as a result of weakness in its Business Services segment.

This financial guidance excludes any expenses relating to the Department of Justice investigation of the Company and should be read in conjunction with other information concerning its financial guidance which is contained in Emdeon’s Current Reports on Form 8-K filed on November 3, 2005 (which contained a reconciliation of forward-looking non-GAAP

financial measures to forward-looking GAAP financial measures) and November 23, 2005 (which discussed potential effects of the outstanding tender offer on our financial guidance).

About Emdeon
Emdeon 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 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.

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.

EX-99.2

EXHIBIT 99.2

Contact:
Investors:	Media:
Risa Fisher	Jennifer Meyer Newman
201-414-2002	212-624-3912
rfisher@emdeon.com	jnewman@emdeon.com

Emdeon Corporation Comments on Indictment of Former Employees

ELMWOOD PARK, NJ (December 15, 2005) — The United States Attorney for the District of South Carolina announced today the indictment of 10 former officers and employees of Medical Manager Health Systems, Inc., currently known as Emdeon Practice Services, Inc., a subsidiary of Emdeon Corporation (Nasdaq: HLTH).

The indictments brought against the former employees relate to accounting improprieties involving dealer acquisitions and other revenue recognition matters at the Medical Manager Health Systems subsidiary during the period of 1997 to 2001. The former officers under indictment include Michael A. Singer, the former Chief Executive Officer of Medical Manager Health Systems and a former director of Emdeon, John Kang, the former President of Medical Manager, and Lee Robbins, the former Chief Financial Officer of Medical Manager.

No members of Emdeon’s current management have been named in the alleged improprieties.

“We believe that this announcement is an important step towards bringing closure to this issue. The actions by the government are against former employees and do not affect in any way Emdeon’s business operations,” said Kevin Cameron, CEO, Emdeon Corporation.

Emdeon Corporation has been cooperating and intends to continue to cooperate fully with the United States Attorney’s office. In light of the information obtained by Emdeon Corporation, including that contained in the indictment, Emdeon Corporation has not uncovered information it believes would require a restatement for any of the years covered by its financial statements.

For background information concerning this investigation by the United States Attorney for the District of South Carolina, please see the Company’s SEC filings.

About Emdeon
Emdeon 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 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.

All statements contained in this press release, other than statements of historical fact, are forward-looking statements. 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. 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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