-----BEGIN PRIVACY-ENHANCED MESSAGE----- Proc-Type: 2001,MIC-CLEAR Originator-Name: webmaster@www.sec.gov Originator-Key-Asymmetric: MFgwCgYEVQgBAQICAf8DSgAwRwJAW2sNKK9AVtBzYZmr6aGjlWyK3XmZv3dTINen TWSM7vrzLADbmYQaionwg5sDW3P6oaM5D3tdezXMm7z1T+B+twIDAQAB MIC-Info: RSA-MD5,RSA, JiqqGAtGtbS0UtVtQNpHtfX6aaWf+7FL4zZfwjB6UDjrsNHB98Rj4W6EKGeUyfq5 i5q7ECNzwOY0RG9P8tz5vw== 0000950144-06-010895.txt : 20061114 0000950144-06-010895.hdr.sgml : 20061114 20061114155333 ACCESSION NUMBER: 0000950144-06-010895 CONFORMED SUBMISSION TYPE: 8-K PUBLIC DOCUMENT COUNT: 1 CONFORMED PERIOD OF REPORT: 20061110 ITEM INFORMATION: Other Events ITEM INFORMATION: Financial Statements and Exhibits FILED AS OF DATE: 20061114 DATE AS OF CHANGE: 20061114 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: 061214883 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 g04379e8vk.htm EMDEON CORPORATION EMDEON CORPORATION
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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 10, 2006
 
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))
 
 

 


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Item 8.01.     Other Events
Item 9.01.     Financial Statements and Exhibits
SIGNATURE
EXHIBIT INDEX


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Item 8.01.     Other Events
     On November 10, 2006, Emdeon Corporation issued a press release announcing an amendment to its pending tender offer (the “Tender Offer”) to increase the number of shares of Emdeon common stock that it is offering to purchase from 100,000,000 to 140,000,000 and to decrease the price it is offering from $12.25 per share to $12.00 per share, without interest. A copy of the press release is filed as Exhibit 99.1 hereto and is incorporated by reference herein.
     On November 14, 2006, Emdeon filed Amendment No. 3 to the Schedule TO with respect to the Tender Offer with the Securities and Exchange Commission. A copy of a Supplement to the Offer to Purchase with respect to the Tender Offer was attached as Exhibit (a)(1)(P) to the Schedule TO, as amended by Amendment No. 3 and, pursuant to General Instruction B.3 of Form 8-K, is incorporated herein by this reference. The Supplement to the Offer to Purchase contains a description of the changes to the terms and conditions of the Tender Offer and related information, including certain summary pro forma financial information provided in Section 10. The summary pro forma financial information gives effect to:
    the previously announced sale of a 52% interest in our Emdeon Business Services segment (excluding the ViPS business unit) to an investment vehicle formed for purposes of the acquisition by General Atlantic LLC, including the treatment of our remaining 48% ownership as an equity method investment; and
 
    the repurchase of 140 million shares of Emdeon common stock and the use of approximately $1.68 billion of cash in connection with the Tender Offer.

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Item 9.01.     Financial Statements and Exhibits
               (d)   Exhibits
                      The following exhibit is filed herewith:
             
 
    99.1     Press Release, dated November 10, 2006, announcing amendment to the Registrant’s pending tender offer (incorporated by reference from Exhibit (a)(1)(O) to Amendment No. 2 to the Registrant’s Schedule TO, filed on November 13, 2006)

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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 14, 2006  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 10, 2006, announcing amendment to the Registrant’s pending tender offer (incorporated by reference from Exhibit (a)(1)(O) to Amendment No. 2 to the Registrant’s Schedule TO, filed on November 13, 2006)

 

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