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): August 4, 2011
Emdeon Inc.
(Exact name of registrant as specified in its charter)
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Delaware
(State or other jurisdiction
of incorporation)
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001-34435
(Commission
File Number)
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20-5799664
(I.R.S. Employer
Identification No.) |
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3055 Lebanon Pike, Suite 1000
Nashville, TN
(Address of principal executive offices)
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37214
(Zip Code) |
Registrant’s telephone number, including area code: (615) 932-3000
Not Applicable
(Former name or former 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
2
On August 4, 2011, Emdeon Inc., a Delaware corporation (the “Company”), announced that the
Company has entered into a definitive agreement and plan of merger
with Beagle Parent Corp., a Delaware corporation (the
“Parent”), and Beagle Acquisition Corp., a Delaware
corporation and a wholly-owned subsidiary of Parent (“Merger
Sub”), providing for the merger of Merger Sub with and into the
Company (the “Merger”), with the Company surviving the
Merger as a wholly-owned subsidiary of Parent. A copy of the press release is attached hereto as Exhibit 99.1 and is incorporated
herein by reference.
Important Additional Information will be Filed with the SEC:
In connection with the proposed merger, Emdeon will prepare a proxy statement and a Rule 13e-3
Transaction Statement to be filed with the Securities and Exchange Commission (“SEC”). When
completed, a definitive proxy statement and a form of proxy will be mailed to Emdeon’s
stockholders. EMDEON’S STOCKHOLDERS ARE URGED TO READ THE PROXY STATEMENT AND THE RULE 13E-3
TRANSACTION STATEMENT REGARDING THE PROPOSED MERGER CAREFULLY BECAUSE IT WILL CONTAIN IMPORTANT
INFORMATION. Emdeon’s stockholders will be able to obtain, without charge, a copy of the proxy
statement, the Rule 13e-3 Transaction Statement and other relevant documents (when available) filed
with the SEC from the SEC’s website at http://www.sec.gov. Emdeon’s stockholders will also be able
to obtain, without charge, a copy of the proxy statement, the Rule 13e-3 Transaction Statement and
other relevant documents (when available) by directing a request by mail or telephone to Emdeon
Inc., Attn: Secretary, 3055 Lebanon Pike, Suite 1000, Nashville, TN 37214, telephone: (615)
932-3000, or from Emdeon’s website, http://www.emdeon.com.
Emdeon and its executive officers and directors may be deemed to be participants in the
solicitation of proxies from Emdeon’s stockholders with respect to the proposed merger.
Information regarding any interests that Emdeon’s executive officers and directors may have in the
transaction will be set forth in the proxy statement. In addition, information about the Company’s
executive officers and directors is contained in the Company’s most recent proxy statement and
annual report on Form 10-K, which are available on the Company’s website and at www.sec.gov.
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| Item 9.01 |
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Financial Statements and Exhibits |
(d) Exhibits
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| Exhibit No. |
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Exhibit |
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99.1
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Press Release, dated
August 4, 2011, of Emdeon
Inc., announcing the
Agreement and Plan of
Merger. |