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
Date of Report (Date of earliest event reported)
(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)
(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)) |
All
statements contained in this Current Report on Form 8-K, other than statements of
historical fact, are forward-looking statements, including those regarding: our guidance on future
financial results and other projections or measures of our future performance; the amount and
timing of the benefits expected from acquisitions or other transactions or from new or updated
products or services; other potential sources of additional revenue. These statements speak only as
of the date of this Current Report and are based on our current plans and expectations, and they
involve risks and uncertainties that could cause actual future events or results to be different
from 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;
relationships with customers and strategic partners; difficulties in integrating acquired
businesses; 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); our ability to attract and
retain qualified personnel; and uncertainties regarding the outcome of the previously-announced
process of exploring alternatives with respect to Emdeon Business Services and Emdeon Practice
Services and its effects on those segments. Further information about these matters can be found in
our other Securities and Exchange Commission filings. We expressly disclaim any intent or
obligation to update these forward-looking statements.
* * * *
Exhibit 99.1 furnished with this Current Report on Form 8-K includes historical and
forward-looking financial measures in accordance with U.S. generally accepted accounting
principles, or GAAP, as well as non-GAAP financial measures. The non-GAAP financial measures
include: our earnings before interest, taxes, non-cash and other items (which we
refer to as “Adjusted EBITDA”); and related per share amounts. Exhibit 99.2 furnished with this
Current Report includes: a reconciliation of historical non-GAAP financial measures to historical
GAAP financial measures; and a reconciliation of forward-looking non-GAAP financial measures to
forward-looking GAAP financial measures. We believe that the above non-GAAP measures, and changes
in those measures, are meaningful indicators of our company’s performance and provide additional
information that our management finds useful in evaluating such performance and in planning for
future periods. Accordingly, we believe that such additional information may be useful to
investors. The non-GAAP financial measures should be viewed as supplemental to, and not as an
alternative for, the GAAP financial measures.
Item 2.02. Results of Operations and Financial Condition
On April 18, 2006, Emdeon Corporation issued a press release announcing its preliminary
financial results for the quarter ended March 31, 2006. A copy of the press release is attached as
Exhibit 99.1 and a copy of the schedules that accompanied the press release is attached as Exhibit
99.2. Exhibits 99.1 and 99.2 are 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 they be deemed
incorporated by reference in any filing under the Securities Act of 1933 (the “Securities Act”) or
the Exchange Act, except as shall be expressly set forth by specific reference in such filing.
As previously announced, Emdeon will release financial results for the three months ended
March 31, 2006 at approximately 4:00 pm (ET) on Thursday, May 4, 2006. Emdeon will host a
conference call at 4:45 pm (ET) on that day to discuss these results. Investors can access the
call via webcast at www.emdeon.com (in the About Emdeon section). A replay of the call and a copy
of the earnings press release will be available at the same web address.
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As previously announced, WebMD Health Corp. will release financial results for the three
months ended March 31, 2006 at approximately 4:00 pm (ET) on Tuesday, May 2, 2006. WebMD will host
a conference call at 4:45 pm (ET) on that day to discuss these results. Investors can access the
call via webcast at www.wbmd.com (in the Investor Relations section). A replay of the call and a
copy of the earnings press release will be available at the same web address. Emdeon owns
approximately 85.8% of the outstanding common stock of the WebMD Health Corp.
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| Item 9.01. |
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Financial Statements and Exhibits |
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| (c) |
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Exhibits |
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The following exhibits are furnished herewith: |
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99.1 |
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Press Release, dated April 18, 2006, regarding Emdeon Corporation’s
release of preliminary results for the quarter ended March 31, 2006 |
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99.2 |
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Schedules accompanying Exhibit 99.1 |
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