UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 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) November 13, 2007
EMAGEON INC.
(Exact name of registrant as specified in charter)
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| Delaware
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0-51149
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63-1240138 |
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(State or other jurisdiction
of incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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| 1200 Corporate Drive, Suite 200, Birmingham, Alabama
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35242 |
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| (Address of principal executive offices)
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(Zip Code) |
Registrant’s telephone number, including area code: (205) 980-9222
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):
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 5.03 Amendments to Articles of Incorporation or Bylaws; Change in Fiscal Year.
On November 13, 2007, the Board of Directors of Emageon Inc. (the “Company”) approved and
adopted Amended and Restated Bylaws of the Company, which include amendments to Article VI thereof
to expressly provide for the ability to issue uncertificated shares. These amendments are intended
to comply with Rule 4350(l) of The NASDAQ Marketplace Rules which requires issuers to be eligible
for a direct registration program that permits an investor’s ownership to be recorded and
maintained on the books of the issuer or its transfer agent without the issuance of a physical
stock certificate.
The foregoing description of the Amended and Restated Bylaws is qualified in its entirety by
reference to the Amended and Restated Bylaws, a copy of which is attached as Exhibit 3.5 and
incorporated herein by reference.
Item 9.01 Financial Statements and Exhibits.
(d) Exhibits
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| Exhibit No. |
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Description |
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3.5
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Amended and Restated Bylaws of Emageon Inc. |