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)
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| Delaware |
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0-24975 |
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94-3236644 |
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(State or other jurisdiction of
incorporation) |
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(Commission File Number) |
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(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):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) |
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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
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
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The following exhibit is filed herewith: |
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99.1 |
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Notice to Directors and Executive Officers of Emdeon Corporation, dated November 28, 2005 |
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