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 1, 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):
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 2.02. Results of Operations and Financial Condition
As previously disclosed, on September 28, 2005, WebMD Health Corp. (which we refer to as WHC)
sold to the public, in an initial public offering, 7,935,000 shares of its Class A Common Stock at
$17.50 per share. Prior to that time, WHC was a wholly owned subsidiary of the Registrant. As of
the date of this Current Report, the Registrant owns 48,100,000 shares of Class B Common Stock of
WHC, representing ownership of approximately 85.8% of the outstanding Common Stock of WHC. WHC
Class A Common Stock has one vote per share while WHC Class B Common Stock has five votes per
share. Therefore, the WHC Class B Common Stock owned by the Registrant represents approximately
96.8% of the combined voting power of WHC’s outstanding Common Stock.
On November 1, 2005, WHC issued a press release announcing its results for the quarter ended
September 30, 2005. A copy of the press release is incorporated by reference, as Exhibit 99.1
hereto, from Exhibit 99.1 to the Current Report on Form 8-K filed today by WHC. A copy of the
financial tables that accompanied the press release is incorporated by reference, as Exhibit 99.2
hereto, from Exhibit 99.2 to the Current Report on Form 8-K filed today by WHC. Exhibits 99.1 and
99.2 to this Current Report are being “furnished” and shall not be deemed “filed” for purposes of
Section 18 of the Securities Exchange Act of 1934, nor shall either be deemed incorporated by
reference in any filing under the Securities Act of 1933, except as shall be expressly set forth by
specific reference in such filing.
Item 7.01. Regulation FD Disclosure
A copy of certain forward-looking financial information expected to be discussed on the
previously announced conference call with investors and analysts to be held by WHC at 4:45 p.m.,
Eastern time, today (November 1, 2005) is incorporated by reference, as Exhibit 99.3 hereto, from
Exhibit 99.3 to the Current Report on Form 8-K filed today by WHC. The call can be accessed at
www.wbmd.com (in the Investor Relations section) and a replay will be available at the same
location.
Exhibit 99.3 is being “furnished” and shall not be deemed “filed” for purposes of Section 18
of the Securities Exchange Act of 1934, nor shall it be deemed incorporated by reference in any
filing under the Securities Act of 1933, except as shall be expressly set forth by specific
reference in such filing.
* * *
On November 1, 2005, a wholly-owned subsidiary of WHC entered into an Asset Purchase Agreement
with Conceptis Technologies Inc., a Canadian corporation, pursuant to which the subsidiary agreed
to purchase substantially all of the assets of Conceptis and agreed to assume certain liabilities.
The purchase price for the acquisition is $19,000,000 in cash plus the assumed liabilities. The
closing of the acquisition is subject to standard closing conditions, including the receipt of
shareholder approval by the shareholders of Conceptis.
On November 1, 2005, WHC issued a press release announcing its results for the quarter ended
September 30, 2005 and its entry into the Asset Purchase Agreement. A copy of the press release
is incorporated by reference, as Exhibit 99.1 hereto, from
Exhibit 99.1 to the Current Report on
Form 8-K filed
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today by WHC. Exhibit 99.1 to this Current Report is being “furnished” and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, nor shall it be
deemed incorporated by reference in any filing under the Securities Act of 1933, except as shall be
expressly set forth by specific reference in such filing.
Item 9.01. Financial Statements and Exhibits
(c) Exhibits
The following exhibits are furnished herewith:
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99.1
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Press Release, dated November 1, 2005, regarding WebMD Health
Corp.’s results for the quarter ended September 30, 2005 and its
agreement to acquire Conceptis Technologies Inc. (incorporated by
reference to Exhibit 99.1 to the Current Report on Form 8-K filed by
WebMD Health Corp. on November 1, 2005) |
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99.2
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Financial Tables accompanying Exhibit 99.1 (incorporated by reference
to Exhibit 99.2 to the Current Report on Form 8-K filed by WebMD
Health Corp. on November 1, 2005) |
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99.3
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WebMD Health Corp. Financial Guidance Summary (incorporated by
reference to Exhibit 99.3 to the Current Report on Form 8-K filed by
WebMD Health Corp. on November 1, 2005) |
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