UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

FORM 10-K/A

(Amendment No. 1)

(Mark One)

þ		ANNUAL REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the fiscal year ended December 31, 2007

o		TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from                                          to                                         

EMAGEON INC.

(Exact name of registrant as specified in its charter)

Delaware		63-1240138
(State or other jurisdiction of incorporation or organization)		(I.R.S. Employer Identification No.)
1200 Corporate Drive, Suite 200 Birmingham, Alabama		35242
(Address of principal executive offices)		(Zip Code)

(205) 980-9222
(Registrant’s telephone number, including area code)

Securities registered pursuant to Section 12(b) of the Act:

Title of Each Class		Name of Each Exchange on Which Registered
Common Stock, $0.001 Par Value Per Share		NASDAQ Global Market

Securities registered pursuant to Section 12(g) of the Act:

None
(Title of Class)

     Indicate by check mark if the registrant is a well-known seasoned issuer, as defined in Rule 405 of the Securities Act.

o Yes þ No

     Indicate by check mark if the registrant is not required to file reports pursuant to Section 13 or Section 15(d) of the Act.

o Yes þ No

     Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days.

þ Yes oNo

     Indicate by check mark if disclosure of delinquent filers pursuant to Item 405 of Regulation S-K is not contained herein and will not be contained, to the best of registrant’s knowledge, in definitive proxy or information statements incorporated by reference in Part III of this Form 10-K or any amendment to this Form 10-K. o

     Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, or a smaller reporting company. See the definitions of “large accelerated filer,” “accelerated filer” and “smaller reporting company” in Rule 12b-2 of the Exchange Act. (Check one):

Large accelerated filer o		Accelerated filer þ		Non-accelerated filer o		Smaller reporting company o
		(Do not check if a smaller reporting company)

     Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act).

o Yes þ No.

     The aggregate market value of the common stock held by non-affiliates of the registrant (which, for purposes hereof, are all holders other than executive officers, directors, and holders of 10% or more of the outstanding common stock of the registrant) as of June 29, 2007, the last business day of the registrant’s most recently completed second fiscal quarter, was approximately $189,949,000 based on the closing sale price of such stock as reported by the NASDAQ Global Market on June 29, 2007. The basis of this calculation does not constitute a determination by the registrant that any of the persons referred to in the immediately preceding sentence are affiliates of the registrant.

     As of April 15, 2008 there were 21,462,814 shares of Emageon Inc. common stock, $0.001 par value, outstanding.

DOCUMENTS INCORPORATED BY REFERENCE

     None.

 

 

EXPLANATORY NOTE

     Emageon Inc. (the “Company”) is filing this Amendment No. 1 to its Annual Report on Form 10-K (this “Amendment”) for the purpose of including the information called for by Part III (Items 10, 11, 12, 13 and 14), which information was not included in the Company’s original Annual Report on Form 10-K for the year ended December 31, 2007, as filed with the Securities and Exchange Commission on March 17, 2008 (the “Original Filing”).

     This Amendment does not reflect events occurring after the filing of the Original Filing or, except as indicated above, modify or update the information in the Original Filing.

PART II

ITEM 9B. OTHER INFORMATION

     In April 2007 our Board of Directors began a comprehensive investigation to explore the possibility of a strategic transaction. The Board appointed a Strategic Committee to lead the investigation. The committee consisted of Hugh H. Williamson, III, Fred C. Goad, Jr. and Roddy J.H. Clark, with Mr. Williamson serving as the committee’s chairman. The committee engaged SunTrust Robinson Humphrey as its financial advisor, and Bass, Berry & Sims PLC as its legal counsel. In conducting its investigation, the committee considered all alternatives, including a sale of the company, a merger of equals, smaller acquisitions, recapitalizations and share repurchases. The investigation concluded in April 2008. The Committee did not identify a viable prospect for a strategic transaction at this time, and recommended to the Board of Directors that the Company continue as an independent company and focus on improving its core products and services.

PART III

ITEM 10. DIRECTORS, EXECUTIVE OFFICERS AND CORPORATE GOVERNANCE

Our Directors

     The following table sets forth certain information with respect to the members of our Board of Directors as of April 25, 2008. Information about the share ownership of our directors is shown under the heading “Stock Ownership” beginning on page 21 of this Annual Report. Information regarding the compensation of our directors is shown under the heading “Compensation of Directors” beginning on page 18 of this Annual Report.

Name		Age		Director Since		Positions With Emageon
Directors Whose Terms Expire in 2008
Arthur P. Beattie (1)		53		2004		Director
Fred C. Goad, Jr. (2)		67		2004		Director
Charles A. Jett, Jr.		48		2000		Chairman of the Board, Chief Executive Officer, and President
Directors Whose Terms Expire in 2009
Roddy J.H. Clark (3)		61		2000		Director
Douglas D. French (4)		54		2006		Director
John W. Thompson (4)		64		2003		Director
Directors Whose Terms Expire in 2010
Mylle H. Mangum (5)		59		2004		Director
Hugh H. Williamson, III (6)		65		2000		Director

     The following is a brief description of the business experience and educational background of each of the members of our Board of Directors.

     Arthur P. Beattie has served as a member of the Board since August 2004 and serves as the Chairman of the Board’s Audit Committee. Mr. Beattie has served as Executive Vice President, Chief Financial Officer and Treasurer of Alabama Power Company, a subsidiary of Southern Company, since February 2005. Mr. Beattie previously served as Vice President and Comptroller of Alabama Power Company since 1997. Mr. Beattie is a director of several non-profit entities.

     Fred C. Goad, Jr. has served as a member of the Board since June 2004. Mr. Goad is a partner in Voyent Partners LLC, a private equity firm that he co-founded in August 2001. Mr. Goad served as Co-Chief Executive Officer of the Transaction Services Division of Healtheon/WebMD Corporation (now Emdeon Corporation) from 1999 to 2001. From 1985 to 1997, he served as Chief Executive Officer, and subsequently, from 1997 to 1999, as Co-Chief Executive Officer and Chairman, of ENVOY Corporation, a provider of electronic transaction processing services for the health care industry, which was acquired by WebMD in 1999. Mr. Goad is a director of Performance Food Group Company, Luminex Corp., and several private companies.

     Charles A. Jett, Jr. has served as Chairman of the Board and Chief Executive Officer since January 2000, and was appointed President in March 2006. From 1997 through 1999, Mr. Jett was Vice President and General Manager of Walker Interactive Systems, Inc. (now Elevon, Inc.), a provider of enterprise financial and management software. He joined Walker Interactive upon its acquisition of Revere, Inc., a software company, where Mr. Jett’s position prior to the acquisition was Chairman, President, and Chief Executive Officer. Mr. Jett joined Revere, Inc. in 1988 as Vice President of Sales, was promoted to President in 1991, and assumed the Chairman and CEO positions in 1994. Prior to his tenure at Revere, Mr. Jett was national sales manager of Shoptrac Data Collection Systems, Inc. Mr. Jett is a director of several non-profit entities.

     Roddy J.H. Clark has served as a member of the Board since June 2000. Mr. Clark has been a managing partner of Redmont Venture Partners, Inc., a private equity firm concentrating in technology markets, since 1998. Mr. Clark is a director of several private companies.

     Douglas D. French has served as a member of the Board since October 2006. Since July 2007, Mr. French has been a Managing Director of Sante Health Ventures, a venture capital firm focused on investments in early-stage companies developing innovative new medical technologies and healthcare services. Mr. French was previously a Principal of JD Resources, LLC, a private equity firm that provides strategic advisory and venture capital services for early stage healthcare companies. From January 2000 through May 2004, Mr. French served as President and Chief Executive Officer of Ascension Health, the nation’s largest not-for-profit healthcare system and an Emageon customer. Mr. French previously served as Executive Vice President and Chief Operating Officer of Ascension Health from 1999 to 2000. Prior to joining Ascension Health, Mr. French served, from 1998 to 1999, as Executive Vice President and Chief Operating Officer of Daughters of Charity National Health System, and from 1994 to 1998, as President and Chief Executive Officer of The Central Indiana Health System St. Vincent Hospitals and Health Systems. Mr. French has over twenty-five years of professional experience in hospital administration.

     John W. Thompson has served as a member of the Board since May 2003. Mr. Thompson has served as President of Thompson Investment Management, LLC, a mutual fund investment advisor, since January 2004. Previously, he served as President of Thompson Plumb & Associates, LLC, a mutual fund investment advisor, from 1984 to January 2004 and as its Treasurer from 1993 to January 2004.

     Mylle H. Mangum has served as a member of the Board since June 2004 and serves as the Chairman of the Board’s Governance Committee. Mrs. Mangum is Chairman and Chief Executive Officer of IBT Enterprises, LLC, a

retail bank design, build and consulting firm, since October 2003. She was Chief Executive Officer of True Marketing Services LLC, a marketing services company, from June 2002 through October 2003. She was Chief Executive Officer of MMS Incentives, LLC, a private equity company concentrating on high-tech marketing solutions, from 1999 to 2002. She previously served as Senior Vice President of Carlson Wagonlit Travel Holdings, Inc. and Executive Vice President of Holiday Inn Worldwide, and has held many management positions with General Electric. Mrs. Mangum is a director of Barnes Group Inc., Haverty Furniture Companies, Inc., Collective Brands, Inc. (formerly, Payless ShoeSource, Inc.), and Matria. She is also a director of privately-owned Decatur First Bank.

     Hugh H. Williamson, III has served as a member of the Board since January 2000, as Lead Director since May 2007 and is the Chairman of the Board’s Compensation Committee. Mr. Williamson has served as Chairman of the Board and Chief Executive Officer of XeDAR Corporation (XDRC) since January 2007. Previously he was Chief Executive Officer of Cherry Creek Capital Partners, LLC, a private financial services and venture capital firm, from January 1999 until May of 2007. He also served as Manager of Humanade, LLC, a private equity technology and real estate firm from 1995 until May of 2007. From July of 1992 until June of 2007 he served as Chief Executive Officer of Schutte & Koerting, Inc. (formerly Ketema, Inc.) an industrial manufacturer of advanced materials, components, and equipment, formerly an AMEX listed company that was taken private in 1994. Mr. Williamson is also a director of several private technology companies.

Executive Officers

     The following sets forth certain information regarding our executive officers as of April 25, 2008:

Name		Age		Position with Company
Charles A. Jett, Jr.		48		Chairman of the Board, Chief Executive Officer, and President
Chris E. Perkins		45		Chief Operating Officer
John W. Wilhoite		56		Chief Financial Officer, Treasurer and Secretary

     The following is a brief description of the business experience and background of each of our executive officers. The description for Mr. Jett appears under the heading “Our Directors” above.

     Chris E. Perkins has served as our Chief Operating Officer since December 2007. From January 2006 to January 2007, Mr. Perkins served as the Chief Operating Officer of Per-Se Technologies, Inc., a provider of solutions to improve the administrative functions of physicians, hospitals and pharmacies. He served as Executive Vice President and Chief Financial Officer of Per-Se from February 2001 until January 2006, and from April 2000 to February 2001, Mr. Perkins served as Senior Vice President of Corporate Development for Per-Se. Prior to joining Per-Se in April 2000, Mr. Perkins held various executive management positions with AGCO Corporation (including Director, Corporate Development & Internal Audit; Vice President, Finance Director International Operations; Vice President, Chief Financial Officer; and Vice President, Global Parts Operations). Mr. Perkins also spent seven years in public accounting with Arthur Andersen LLP. Mr. Perkins earned his B.S. in Accounting from the University of Florida.

     John W. Wilhoite has served as our Chief Financial Officer and Treasurer beginning in April 2008, and as our Secretary since 2007. From March 2006 to April 2008, Mr. Wilhoite served as our Vice President of Finance and Controller of the Company. From March 2005 to March 2006, Mr. Wilhoite served as Chief Financial Officer of Telairity Semiconductor Corp., a manufacturer of video processing solutions for broadcast and professional video applications, and from August 2004 to January 2005, he served as the Chief Financial Officer of ComFrame Software Corporation, a software consultant and developer. He served as Vice President of Finance and Chief Financial Officer of Integrated Defense Technologies, Inc., a developer and provider of advanced electronics and technology products to the defense and intelligence industries, from April 2001 to January 2004. Before joining Integrated Defense Technologies in April 2001, Mr. Wilhoite held various management and executive management positions (including Executive Vice President and Chief Financial Officer) with Intergraph Corporation, a technical solutions and systems integration services company, and Mr. Wilhoite also spent twelve years in public accounting

with Price Waterhouse & Co. (now PricewaterhouseCoopers LLP). Mr. Wilhoite holds a bachelor’s degree from the University of Tennessee.

     W. Randall Pittman, our former Chief Financial Officer and Treasurer, resigned his positions effective as of March 31, 2008 and was succeeded by Mr. Wihoite. Grady O. Floyd, our former Chief Operating Officer, resigned his position effective December 6, 2007 and was succeeded by Mr. Perkins.

Section 16(a) Beneficial Ownership Reporting Compliance

     Members of our Board of Directors, our executive officers, and persons who beneficially own more than 10% of our outstanding common stock, if any, are subject to the requirements of Section 16(a) of the Securities Exchange Act of 1934, as amended, which requires them to file reports with the SEC with respect to their ownership and changes in their ownership of our common stock. Based solely upon (i) the copies of Section 16(a) reports received by us from such persons for their transactions in 2007 in our common stock and their common stock holdings, and (ii) the written representations received from such persons that no annual Form 5 reports were required to be filed by them for 2007, we believe that all reporting requirements under Section 16(a) for such year were met in a timely manner by our directors and executive officers, and by greater than 10% owners of our common stock, except that Robert W. Grubb filed two late reports with respect to awards of stock options in February 2007 and August 2007. These awards were reported to the SEC on April 30, 2008.

Code of Ethics

     Our Board of Directors has adopted a Code of Business Ethics and Conduct and charters for each of the Board committees that together reflect the corporate governance principles that guide its actions with respect to, among other things, the composition of the Board and its decision making processes, Board meetings and involvement of management, the Board’s standing committees and procedures for appointing members of the committees, and its performance evaluation of the Chief Executive Officer. The Code of Business Ethics and Conduct applies to all directors, officers, and employees, including the Chief Executive Officer, Chief Financial Officer, principal accounting officer, and other senior financial officers. The Code of Business Ethics and Conduct, as applied to our principal financial officers, constitutes our “code of ethics” within the meaning of Section 406 of the Sarbanes-Oxley Act and is our “code of conduct” within the meaning of the NASDAQ Marketplace Rules. We intend to disclose future amendments to our Code of Ethics, if any, and any waivers of its provisions required to be disclosed under the rules of the SEC or the NASDAQ Marketplace Rules, at the same location on our website.

Audit Committee Matters

     Our Board of Directors has established a standing Audit Committee in accordance with Section 3(a)(58)(A) of the Securities Exchange Act of 1934, as amended (“Exchange Act”). The Board has determined that each of the current members of the Audit Committee, consisting of Mr. Beattie (Chairman), Mr. French, and Mr. Thompson, are “independent” under the NASDAQ Marketplace Rules and satisfy the other requirements of the NASDAQ Marketplace Rules and rules of the Securities and Exchange Commission (“SEC”) regarding audit committee membership. The Board has also determined that Mr. Beattie qualifies as an “audit committee financial expert” under applicable SEC rules and regulations governing the composition of audit committees and satisfies the “financial sophistication” requirements of the NASDAQ Marketplace Rules.

ITEM 11. EXECUTIVE COMPENSATION

Compensation Discussion & Analysis

     This Compensation Discussion and Analysis section addresses the following topics: (i) the members and role of the Compensation Committee of the Board of Directors; (ii) the process by which executive compensation is set; (iii) the Company’s compensation philosophy; (iv) the components of the Company’s executive compensation program; (v) executive compensation decisions for 2007; and (vi) certain executive compensation decisions for 2008.

     In this Proxy Statement, the individuals whose compensation is reported in the “Summary Compensation Table” are referred to as the “named executive officers” and in this “Compensation Discussion and Analysis” section, the terms, “we,” “our,” “us,” and the “Committee” refer to the Compensation Committee.

The Compensation Committee

     Committee Members and Independence. Mr. Williamson (Chairman), Mrs. Mangum, and Mr. Clark are the current members of the Committee. Mr. Williamson is also the Company’s Lead Independent Director. Each member of the Committee qualifies as an independent director under the NASDAQ Marketplace Rules.

     Role of the Committee. The Committee administers the compensation program for the named executive officers and certain key employees of the Company and makes all related decisions. The Committee also administers the Company’s equity incentive plans. The Committee ensures that the total compensation paid to the named executive officers is fair, reasonable and competitive. In 2006, the Committee enlisted the services of Mercer Human Resource Consulting, an internationally recognized compensation consulting firm, to provide additional information for its evaluation of the competitiveness of the compensation packages of the Company’s named executive officers. The Committee operates under a written charter adopted by the Board. The charter is available at www.emageon.com.

     The fundamental responsibilities of the Committee are:

	•		to review at least annually the goals and objectives and the structure of the Company’s plans for executive compensation, incentive compensation, equity-based compensation, and its general compensation plans and employee benefit plans (including retirement and health insurance plans);
	•		to evaluate annually the performance of the Chief Executive Officer in light of the goals and objectives of the Company and its executive compensation plans, and to determine his or her compensation level based on this evaluation;
	•		to review annually and determine the compensation level of all other executive officers of the Company, in light of the goals and objectives of the Company and its executive compensation plans;
	•		periodically, as the Committee deems necessary or desirable and pursuant to the applicable equity-based compensation plan, to grant, or recommend that the Board grant, equity-based compensation awards to any officer or employee of the Company for such number of shares of common stock as the Committee, in its sole discretion, shall deem to be in the best interest of the Company; and
	•		to review and recommend to the Board all equity-based compensation plans.

     Committee Meetings. The Compensation Committee meets as often as necessary to perform its duties and responsibilities. The Committee held seven meetings during 2007 and has held four meetings during 2008. The Committee typically meets with the Chief Executive Officer and also meets in executive session without management.

The Compensation-Setting Process

     The Committee meets in executive session each year to evaluate the performance of the named executive officers and certain key employees, to determine their incentive bonuses for the prior fiscal year, to set their base salaries for the next calendar year, and to consider and approve any grants to them of equity incentive compensation.

     Although many compensation decisions are made in the fourth and first quarters, the compensation planning process continues throughout the year. Compensation decisions are designed to promote the Company’s fundamental business objectives and strategy. Business and succession planning, evaluation of management performance and consideration of the business environment are year-round processes.

     Management plays a significant role in the compensation-setting process. The most significant aspects of management’s role are:

	•		evaluating employee performance; and
	•		recommending salary levels and option awards to the Committee.

     The Chief Executive Officer also participates in Committee meetings at the Committee’s request to provide:

	•		background information regarding the Company’s strategic objectives;
	•		his evaluation of the performance of the named executive officers and other key employees; and
	•		compensation recommendations as to the named executive officers (other than himself).

Executive Compensation Philosophy

     The Company bases its executive compensation program on a pay-for-performance philosophy. The Company believes in rewarding executives based on individual performance and aligning the executives’ interests with those of the stockholders with the ultimate objective of improving stockholder value. To that end, the Committee believes that executive compensation packages provided by the Company to its executives should include both cash and stock-based compensation that reward performance. The Committee has not adopted any formal or informal policy for allocating compensation between long-term and short-term, between cash and non-cash or among the different possible forms of non-cash compensation.

     The Committee seeks to attract, retain and motivate key executives and to reward executives for value creation. The individual judgments made by the Committee are subjective and are based largely on the Committee’s perception of each executive’s contribution to both past performance and the long-term growth potential of the Company. Therefore, a substantial portion of executive officers’ compensation is determined by each executive officer’s contribution to the growth of the Company’s revenue and earnings per share.

     The Committee also believes that total compensation and accountability should increase with position and responsibility. Consistent with this philosophy, total compensation is higher for individuals with greater responsibility and greater ability to influence the Company’s targeted results and strategic initiatives. Typically, as position and responsibility increase, a greater portion of the named executive officer’s total compensation is performance-based pay.

     In addition, our compensation methods focus management on achieving annual performance in a manner that supports and ensures the Company’s long-term success and profitability. The Committee believes that stock options and restricted stock units issued under the Company’s equity compensation plans create long-term incentives that align the interests of management with the interests of long-term stockholders.

     Finally, while the Company’s overall compensation levels must be sufficiently competitive to attract talented leaders, the Committee believes that compensation should be set at responsible levels. The Company’s executive compensation programs are intended to be consistent with its cost control strategies.

2007 Compensation

     Executive Summary. The primary components of total compensation for the Company’s named executive officers during fiscal year 2007 were base salary and equity incentive compensation. The overall compensation decisions made for fiscal 2007 for the named executive officers were as follows:

	•		Increases were made in base salaries for 2007 for the named executive officers based on the Committee’s evaluation of individual performance and the recommendations of the Company’s Chief Executive Officer. These increases were effective February 15, 2007.
	•		As a result of the Company’s failure to achieve the fiscal 2007 performance metrics established by the Committee in March 2007, no cash incentive (bonus) payments were made to named executive officers with respect to fiscal 2007.

•

Consistent with its stated desire to promote and ensure the alignment of the interests of management with the interests of long-term stockholders, the Company granted stock option and restricted stock unit awards to the named executive officers as set forth in the “Grants of Plan Based Awards—2007” table below.

     Base Salary. On an annual basis the Committee determines the base salary for each of the named executive officers. In determining base salaries, the Committee considers the executive’s qualifications and experience, scope of responsibilities, the goals and objectives established for the executive, the executive’s past performance, internal pay equity, the tax deductibility of base salary and cash incentive payments and the extent to which the Company’s earnings were affected by the executive’s actions. The minimum levels of some of these base salaries are mandated by employment agreements with the named executive officers (which are described in more detail below under the heading “Additional Discussion of Material Items in Summary Compensation Table and Grant of Plan Based Awards Table—2007”). The relative amounts of the base salary and bonus of the named executive officers are set at levels so that a significant portion of the total compensation that such executive can earn is performance-based pay. The Committee believes that base salaries are an important part of the Company’s executive compensation program because they provide the named executive officers with a steady income stream that is not contingent upon the Company’s overall performance.

     The amount of base salary is largely determined based on the subjective judgment of the Committee without the use of a formula, taking into account the factors described above. In determining the base salary of the named executive officers, the Committee may informally assess salaries paid to executives in comparable industries and refer to surveys of compensation data for similar positions with similar companies. The base salaries in 2007 for the named executive officers are set forth below in the “Summary Compensation Table.”

     Cash Bonus. The Company utilizes annual cash bonuses to reward the named executive officers for their performance and the performance of the Company during the prior year. The Company utilizes an informal performance-based annual bonus program whereby the Committee approves a target bonus for each named executive officer as a percentage of base salary. The named executive officer may earn his bonus based on the achievement of financial goals set by the Committee. Additional details regarding the Company financial goals and related bonus levels set by the Committee for 2007 are set forth under the heading “Additional Discussion of Material Items in Summary Compensation Table and Grant of Plan Based Awards Table—2007” below. No cash bonus payments were made to named executive officers with respect to fiscal 2007.

     Equity Incentives. We consider equity-based awards to be an important part of the Company’s executive compensation program. Stock options, restricted stock awards (including restricted stock units), and other equity-based awards provide the named executive officers with a strong link to the Company’s long-term performance, promote an ownership culture, and more closely align the interests of the named executive officers with those of the Company’s stockholders.

     The named executive officers are eligible to receive stock options and restricted stock awards under the Emageon Inc. 2005 Equity Incentive Plan. This plan provides the Committee with broad discretion to fashion the terms of awards to provide eligible participants with such stock-based incentives as the Committee deems appropriate. It permits the issuance of awards in a variety of forms, including non-qualified stock options and incentive stock options, stock appreciation rights, restricted stock awards (including restricted stock units) and performance shares.

     In determining the number of options and restricted stock awards to be granted to named executive officers, and the frequency of such grants, the Committee takes into account the executive’s title, scope of responsibility, ability to affect the profitability of the Company, the executive’s performance and the value of stock options and restricted stock awards in relation to other elements of total compensation. The Company also believes that revenue and stock price appreciation are useful measures of management’s effectiveness in creating value for the Company’s stockholders. Therefore, the Company’s revenue and stock price appreciation over the applicable performance measurement periods are also taken into account when determining the number of options and restricted stock awards to be granted to executives. These factors are weighed by the Committee taking into account the overall goals of its equity-based award program.

     The Company grants all stock options and restricted stock units based on the fair market value of its common stock as of the date of grant. The exercise price for stock option grants is determined by reference to the closing price per share on the NASDAQ Global Market at the close of business on the date of grant.

     Option and restricted stock awards under the compensation programs discussed above are made at regular or special Compensation Committee meetings. The effective date for such grants is the date of such meeting, or such future date as the Committee may specify. The Company may also make grants of equity incentive awards at the discretion of the Committee or the Board of Directors in connection with the hiring of new executive officers and other employees.

     During 2007, the named executive officers received options to purchase an aggregate of 299,650 shares and 30,000 restricted stock units under the Company’s 2005 Equity Compensation Plan. Most of those awards were made in February 2007, and also in connection with Mr. Perkins’ appointment as our Chief Operating Officer in December 2007. For a more complete description of the individual awards, see the “Grants of Plan Based Awards — 2007” table below.

     Perquisites and Other Personal Benefits Compensation. The Company provides named executive officers with perquisites and other personal benefits that the Company and the Committee believe are reasonable and consistent with its overall compensation program to better enable the Company to attract and retain superior employees for key positions. The Committee periodically reviews the levels of perquisites and other personal benefits provided to named executive officers. The amounts shown in the Summary Compensation Table under the heading “All Other Compensation” represent the value of Company matching contributions to the executive officers’ 401(k) Plan accounts, the value of certain life insurance benefits, and club memberships. Except as shown in the Summary Compensation Table, executive officers did not receive any other perquisites or other personal benefits or property.

     Accounting for Stock-Based Compensation. Effective January 1, 2006, the Company began accounting for stock-based payments, including its 2005 Equity Incentive Plan, in accordance with the requirements of Statement of Financial Accounting Standards No. 123 (Revised), “Share-Based Payment” (“FAS 123R”).

     Other Compensation. The named executive officers are entitled to the same benefits that are otherwise available to all employees. Benefits which are available to all employees generally include company-paid basic group term life insurance and basic accidental death and dismemberment insurance, and an employer match of eligible compensation that employees invest in their 401(k) Plan accounts.

2008 Compensation Decisions

     The following table summarizes the Committee’s 2008 base salary decisions for our executive officers in 2008. As a result of the Company’s failure to achieve the fiscal 2007 performance metrics established by the Committee in March 2007, no increases were made in base salaries for the named executive officers for fiscal 2008.

Name		Base Salary
Charles A. Jett		$	353,000
Chris Perkins			330,000
W. Randall Pittman			255,000

Compensation Committee Report

To the Stockholders of Emageon Inc.:

     The Compensation Committee has submitted the following report for inclusion in this Amendment No. 1 to the Company’s Annual Report on Form 10-K:

     Our Committee has reviewed and discussed the Compensation Discussion and Analysis contained in this Amendment No. 1 to Form 10-K with management. Based on our Committee’s review of and the discussions with management with respect to the Compensation Discussion and Analysis, our Committee recommended to the Board

of Directors that the Compensation Discussion and Analysis be included in the Company’s Annual Report on Form 10-K for the year ended December 31, 2007, and in the Company’s Proxy Statement for its 2008 Annual Meeting of Stockholders, for filing with the SEC.

     Notwithstanding anything to the contrary set forth in any of the Company’s previous filings under the Securities Act of 1933, as amended, or the Securities Exchange Act of 1934, as amended, that incorporate future filings, including the Company’s Annual Report on Form 10-K, as amended, or its Proxy Statement for its 2008 Annual Meeting of Stockholders, in whole or in part, the foregoing Compensation Committee Report shall not be incorporated by reference into any such filings.

     The foregoing report is provided by the following directors, who constitute the Committee:

Summary Compensation Table

     The following table provides certain summary information concerning the compensation earned for services rendered in all capacities to the Company for the fiscal years ended December 31, 2007 and 2006, by our named executive officers.

																		Non-Equity
										Stock				Option				Incentive Plan				All Other
Name and Principal Position		Year				Salary (1)				Awards (2)				Awards (2)				Compensation				Compensation (3)				Total
Charles A. Jett, Jr.			2007			$	353,825			$	43,917			$	717,709			$	—	(4)		$	3,975			$	1,119,426
Chairman, Chief Executive Officer, and President			2006				336,000				32,615				738,082				84,000	(4)			4,528				1,195,225
Chris E. Perkins (5) Chief Operating Officer			2007				27,500				—				—				—				—				27,500
W. Randall Pittman (6)			2007				255,832				13,016				219,651				—	(4)			4,240				492,739
Chief Financial Officer and Treasurer			2006				233,000				9,694				219,327				46,600	(4)			4,781				513,402
Grady O. Floyd (7)			2007				255,832				96,628	(8)			686,717	(8)			—				5,135				1,044,312
Chief Operating Officer			2006				202,256				21,494				118,752				—				26,769				369,271
Robert W. Grubb (9)			2007				190,804				—				277,961				113,931	(4)(10)			2,850				585,546
Senior Vice President, Sales			2006				185,000				—				200,397				247,160	(4)(10)			3,882				636,439

Grants of Plan-Based Awards Table—2007

     The following table set forth information on non-equity incentive plans and grants of equity awards to our named executive officers in fiscal 2007.

																						All Other				All Other
																						Stock Awards:				Option Awards:								Grant Date
																						Number of				Number of				Exercise or				Fair Value
										Estimated Future Payouts Under												Shares of				Securities				Base Price				of Stock
		Approval				Grant				Non-Equity Incentive Plans (1)												Stock or				Underlying				of Option				and Option
Name		Date				Date				Threshold				Target				Maximum				Units (2)				Options (3)				Awards ($ / Sh)				Awards (4)
Charles A. Jett, Jr.										$	—			$	222,910			$	222,910
			2/26/2007				2/26/2007																				79,650			$	12.46			$	487,458
Chris E. Perkins (5)											N/A				N/A				N/A
			12/6/2007				12/6/2007																30,000											$	135,600
			12/6/2007				12/6/2007																				120,000			$	4.52			$	256,800
W. Randall Pittman										$	—			$	115,124			$	115,124
			2/26/2007				2/26/2007																				25,000			$	12.46			$	153,000
Grady O. Floyd										$	—			$	115,124			$	115,124
			2/26/2007				2/26/2007																				25,000			$	12.46			$	153,000
Robert W. Grubb										$	—			See Note 6				See Note 6
			2/26/2007				2/26/2007																				25,000			$	12.46			$	153,000
			8/10/2007				8/10/2007																				25,000			$	9.19			$	112,000

Additional Discussion of Material Items in Summary Compensation Table and Grant of Plan Based Awards Table—2007

     The Company’s executive compensation policies and practices, pursuant to which the compensation set forth in the Summary Compensation Table was paid or awarded, and pursuant to which the awards set forth in the Grant of Plan Based Awards Table—2007 were made, are described above under “Compensation Discussion and Analysis.” A summary of certain material terms of the Company’s compensation plans and arrangements is set forth below.

Employment Agreements of Named Executive Officers

     Charles A. Jett, Jr. and Chris E. Perkins. Mr. Jett, Chairman of the Board, Chief Executive Officer and President, and Mr. Perkins, Chief Operating Officer, have employment agreements with the Company. The term of Mr. Jett’s employment agreement is two years and the term of Mr. Perkins’s employment agreement is one year. The terms of the agreements automatically renew on a daily basis unless notice is given by the Company or by the executive to cease the automatic renewal.

     Pursuant to the terms of the agreements, each of these executive officers is entitled to a base annual salary, subject to annual increase as recommended by the Compensation Committee, and is eligible for an annual targeted cash bonus equal to a percentage of annual salary. Target bonuses are paid if in the judgment of the Compensation Committee certain target levels of revenue and earnings are achieved and if certain other criteria are met. In addition, these executives are eligible for the same employee benefits, including health, life, disability, dental, and retirement benefits, as are available to all employees of the Company.

     W. Randall Pittman and Grady O. Floyd. Mr. Pittman, the Company’s former Chief Financial Officer and Treasurer, and Mr. Floyd, the Company’s former Chief Operating Officer, are parties to employment agreements with the Company. The term of Mr. Pittman’s employment agreement was one year, the term of Mr. Floyd’s employment agreement was 18 months, and the agreements otherwise contained terms with respect to salary, bonus and benefits similar to those set forth in the employment agreements of Messrs. Jett and Perkins. The employment agreements contain certain rights and obligations, including non-competition and confidentiality obligations on the part of the former executive and indemnification obligations on the part of the Company, that continued following the termination of the executive’s employment.

     On February 20, 2008, the Company and Mr. Pittman entered into a Severance Agreement and General Release with respect to the termination of Mr. Pittman’s employment, which termination was effective March 31, 2008, and on January 14, 2008, the Company and Mr. Floyd entered into a Severance Agreement and General Release with respect to the termination of Mr. Floyd’s employment, which termination was effective December 31, 2007. The terms of these severance agreements are described in further detail under the heading “Potential Payments Upon Termination or Change in Control” below.

     Robert W. Grubb. The Company is party to a letter agreement with Mr. Grubb, dated September 11, 2006, regarding severance payments to be made to Mr. Grubb in the event that his employment is terminated other than for cause or as a result of a change in control of the Company. The terms of these severance arrangements are described in more detail under the heading “Potential Payments Upon Termination or Change in Control” below.

2005 Equity Incentive Plan

     The Board of Directors adopted the Emageon Inc. 2005 Equity Incentive Plan in January 2005. The plan gives the Compensation Committee broad discretion to fashion the terms of awards to provide eligible participants with

such equity-based incentives as the Compensation Committee deems appropriate. It permits the issuance of awards in a variety of forms, including non-qualified stock options and incentive stock options, restricted stock, restricted stock units, stock appreciation rights, and performance shares.

Cash Bonus Program

     The Company utilizes a performance-based annual bonus program whereby the Committee approves a target bonus for each named executive officer (and certain other employees) as a percentage of base salary, with the bonus payable if the Company reaches certain financial performance metrics and the executive meets certain performance objectives. Additional detail regarding the program is set forth under the heading “Compensation Discussion and Analysis” above.

     For 2007, the Compensation Committee established two performance metrics for this bonus plan: (i) $136 million in Company revenue, and (ii) earnings per share of $.24 (before acquisition-related charges). In addition, the Compensation Committee determined that the target cash incentive amount for which Mr. Jett would be eligible would be 63% of his base salary, and the target cash incentive amounts for which the Company’s other named executive officers would be eligible would be 45% of the executive’s base salary. One-half of the cash incentive amount would be payable to the named executive officer if the Company achieved the total revenue target, and one-half would be payable if the Company achieved the earnings per share target. No cash incentive would be paid in the event the Company’s performance fell below both the revenue target and the earnings per share target. The Company did not achieve either the revenue performance metric or the earnings per share target; thus, no non-equity cash incentive bonus payments were made to named executive officers for 2007.

     For 2006, the Compensation Committee established two performance metrics for this bonus plan: (i) $122-125 million in Company revenue, and (ii) earnings per share of $.02 (before acquisition-related charges). In addition, the Compensation Committee determined that the target cash incentive amount for which Mr. Jett would be eligible would be 50% of his base salary, and the target cash incentive amounts for which the Company’s other named executive officers would be eligible would range from 33% to 40% of the executive’s base salary. One-half of the cash incentive amount would be payable to the named executive officer if the Company achieved the total revenue target, and one-half would be payable if the Company achieved the earnings per share target. No cash incentive would be paid in the event the Company’s performance fell below both the revenue target and the earnings per share target. The Company achieved the revenue performance metric, but did not achieve the earnings per share target; thus, non-equity cash incentive bonus payments were made to executives at 50% of target bonus range.

     The amounts of the target bonuses for each named executive officer are set forth in the “Grants of Plan-Based Awards Table—2007” above, and the actual cash bonus payments made to the named executive officers for 2006 and 2007 are set forth in the “Summary Compensation Table” above.

Sales Incentive Compensation Plan

     The Company agreed to a sales incentive compensation plan with Mr. Grubb for 2006 and 2007 that provided for payment of quarterly and annual incentive compensation equal to a percentage of new sales bookings by the Company’s sales team, subject to achievement of certain minimum bookings targets and certain minimum annual revenue targets.

Defined Contribution Benefit Plan

     The Company has established a 401(k) plan for all eligible employees pursuant to Section 401(k) of the Internal Revenue Code. Prior to 2006, the Company made no contributions to this plan. Effective January 1, 2006, the Company began matching employee contributions to the plan at a rate of 50% of employee contributions up to a maximum of 3% of the employee’s annual salary. The Company’s aggregate contributions to the plan for all participating employees for the years ended December 31, 2007 and 2006 were $295,938 and $437,532, respectively.

Outstanding Equity Awards at Fiscal Year—End—2007

     The following table sets forth information on stock options and stock awards held by the named executive officers at December 31, 2007. The market value of the stock awards is based upon the closing market price for the Company’s common stock as of December 31, 2007, the last trading day in 2007, which was $4.03.

						Option Awards																Stock Awards
						Number of				Number of																Market Value
						Securities				Securities												Number of				of Shares or
						Underlying				Underlying												Shares or				Units of
						Unexercised				Unexercised				Option				Option				Units of Stock				Stock That
		Date of				Options				Options				Exercise				Expiration				That Have Not				Have Not
Name		Award				Exercisable				Unexercisable				Price				Date				Vested				Vested
Charles A. Jett, Jr.			7/1/2000				148,187				0			$	4.70				7/1/2010	(1)
			10/30/2000				57,152				0			$	4.70				10/30/2010	(1)
			12/14/2001				78,000				0			$	1.73				12/14/2011	(2)
			1/28/2003				9,538				0			$	4.70				1/28/2013	(2)
			2/11/2004				54,483				0			$	5.52				2/11/2014	(2)
			1/7/2005				30,820				30,820			$	7.17				1/7/2015	(3)
			11/1/2005				52,083				47,917			$	12.72				11/1/2015	(4)
			4/3/2006				39,833				55,767			$	16.56				4/3/2016	(4)
			4/3/2006																				6,202	(5)		$	102,705
			2/26/2007				16,594				63,056			$	12.46				2/26/2017	(6)
Chris E. Perkins			12/6/2007								120,000			$	4.52				12/6/2017	(6)
			12/6/2007																				30,000	(5)		$	135,600
W. Randall Pittman (8)			11/1/2002				100,453				0			$	4.70				11/1/2012	(7)
			2/11/2004				15,757				0			$	5.52				2/11/2014	(2)
			1/7/2005				10,303				10,303			$	7.17				1/7/2015	(3)
			11/1/2005				15,625				14,375			$	12.72				11/1/2015	(4)
			4/3/2006				11,840				16,576			$	16.56				4/3/2016	(4)
			4/3/2006																				1,846	(5)		$	30,570
			2/26/2007				5,208				19,792			$	12.46				2/26/2017	(6)
Grady O. Floyd			4/3/2006				62,000				0			$	16.56				4/3/2016	(9)
			2/26/2007				25,000				0			$	12.46				3/30/2008	(9)
Robert W. Grubb			11/1/2002				54,305				0			$	4.70				11/1/2012	(7)
			2/11/2004				4,848				0			$	5.52				2/11/2014	(2)
			11/4/2004				12,120				0			$	7.17				11/4/2014	(10)
			4/3/2006				31,250				43,750			$	16.56				4/3/2016	(4)
			2/26/2007				5,208				19,792			$	12.46				2/26/2017	(6)
			8/10/2007				2,083				22,917			$	9.19				8/10/2017	(6)

Option Exercises and Stock Vested Table—2007

     The following table provides information, for the named executive officers, on stock option exercises during 2007, including the number of shares acquired upon exercise and the value realized.

		Option Awards								Stock Awards
										Number of Shares
		Number of Shares				Value Realized on				Acquired on				Value Realized on
Name		Acquired on Exercise				Exercise				Vesting (1)				Vesting (3)
Charles A. Jett, Jr.			—			$	—				2,652	(1)		$	25,627
Chris E. Perkins			—				—				—				—
W. Randall Pittman			—				—				786	(1)			7,595
Grady O. Floyd			—				—				5,835	(2)			32,529
Robert W. Grubb			—				—				—				—

Payments Upon Termination or Change in Control

     The Company is party to employment agreements with certain of its named executive officers. These employment agreements address, among other things, compensation and benefits that would be paid to each of the named executive officers if his employment is terminated for various reasons, including termination for cause or without cause, and termination in connection with a change in control of the Company.

     Recently, the Company entered into severance agreements with two of its named executive officers, W. Randall Pittman and Grady O. Floyd. These severance agreements address, among other things, the compensation and benefits payable to each of these named executive officers in connection with the termination of his employment.

     In addition, certain of the Company’s equity-based incentive plans and the award agreements under those plans call for compensation to be provided under certain circumstances in connection with the termination of a named executive officer’s employment or a change in control of the Company.

Potential Payments — Charles A. Jett, Jr., Chris E. Perkins and W. Randall Pittman

     Assuming that a termination event or change in control had occurred on December 31, 2007, the value of potential payments and benefits payable to each of Messrs. Jett, Perkins and Pittman is set forth in the following tables. Additional information regarding these potential payments, as well as potential payments to certain of the Company’s other named executive officers in connection with a termination event or change in control, is provided following these tables.

     Information regarding payments and benefits payable to Mr. Pittman in connection with a termination event or change in control is included in the following tables because he was an executive officer of the Company as of December 31, 2007. However, Mr. Pittman resigned his positions as Chief Financial Officer and Treasurer effective as of March 31, 2008. In connection with the termination of his employment, Mr. Pittman entered into a severance agreement pursuant to which he will receive the benefits provided for under the terms of his employment agreement with the Company in the event of a termination without “cause.” The terms of Mr. Pittman’s severance agreement are described in further detail under the heading “Severance Agreements” below.

     The price per share of the Company’s common stock used for purposes of the following calculations is the closing market price on the NASDAQ Global Market as of December 31, 2007, the last trading day in 2007, which

was $4.03. The tables exclude (i) amounts accrued through December 31, 2007 that would be paid in the normal course of continued employment, such as accrued but unpaid salary and earned annual bonus for 2007, (ii) vested account balances in our contributory retirement plan that are generally available to all of the Company’s U.S. salaried employees, and (iii) any amounts to be provided under any arrangement that does not discriminate in scope, terms, or operation in favor of named executive officers and that is available generally to all salaried employees. Actual amounts to be paid can only be determined at the time of such executive’s termination.

     Charles A. Jett, Jr.

						Termination by
						Company without
		Termination by				Cause or by Named				Voluntary
		Company without				Executive Officer				Termination by
		Cause or by Named				with Good Reason				Named Executive
		Executive Officer				Following a Change				Officer Following a
Payment or Benefit		with Good Reason				in Control				Change in Control
Severance payment(s) (1)		$	1,151,780			$	1,151,780			$	575,390
Continued healthcare and life insurance coverage (2)			21,846				21,846				10,923
Tax gross-up			—				541,233	(3)			—
Market value of stock options vesting on termination			179,400				179,400				179,400
Market value of restricted stock units vesting on termination			42,807				42,807				42,807

     Chris E. Perkins

		Termination by
		Company without
		Cause or by Named
		Executive Officer
Name and payment or benefit		with Good Reason				Change in Control
Severance payment(s)		$	547,800	(1)		$	—
Continued healthcare coverage			10,323	(2)			—
Tax gross-up			—				—
Market value of stock options vesting on termination or Change in Control			—				—
Market value of restricted stock units vesting on termination or Change in Control			120,900				120,900

     W. Randall Pittman

		Termination by Company
		without Cause or by Named
		Executive Officer with Good
Name and payment or benefit		Reason
Severance payment(s) (1)		$	369,750
Continued healthcare and life insurance coverage (2)			11,188
Tax gross-up			—
Market value of stock options vesting on termination			—
Market value of restricted stock units vesting on termination			12,723

Employment and Related Agreements

     Charles A. Jett, Jr. and Chris E. Perkins. The Company’s employment agreements with Messrs. Jett and Perkins address the rights and obligations of the Company in connection with the termination of the executive’s employment in different situations. Under each agreement:

	•		Upon any termination of the executive’s employment, including if the executive’s employment is terminated by the Company for “cause” by the Company or the executive by reason of death or disability, by the executive without “good reason,” or by virtue of the expiration of the term of the agreement, the executive (or his estate or beneficiaries, as applicable) will be entitled to receive all compensation due to him under the agreement through his last day of employment.
	•		If the executive terminates his employment for “good reason” or the Company terminates the executive’s employment other than for “cause,” death or disability, then the executive will be entitled to receive a lump sum payment that is equal to (i) his then-current monthly base salary plus one-twelfth of his target annual bonus (calculated as if all performance metrics had been achieved) multiplied by (ii) the number of months in the “severance period.” The severance period for Mr. Jett is equal to the greater of 12 months or the number of months remaining under the term of the employment agreement; provided that the severance period in connection with a voluntary termination (i.e., for other than “good reason”) of his employment following a change in control is 12 months. The severance period for Mr. Perkins is equal to 12 months. In addition, the executive’s coverage under the Company’s health, dental, and life insurance plans would continue during the severance period, and his outstanding stock options and restricted stock units will become fully vested.

     Each of the employment agreements provides for tax protection in the form of a gross up payment to reimburse the executive for any excise tax under Internal Revenue Code Section 4999 as well as any additional income and employment taxes resulting from such reimbursement. Code Section 4999 imposes a 20% non-deductible excise tax on the recipient of an “excess parachute payment” and Code Section 280G disallows the tax deduction to the payor of any amount of an excess parachute payment that is contingent on a change in control. Additionally, each of the employment agreements contains non-compete, non-solicitation, confidentiality and related provisions covering the term of employment and, post-termination, for the longer of the severance period or one year.

     Under the employment agreements, the definition of “cause” includes (i) the willful and continued breach of duties by the executive, (ii) willfully engaging in illegal conduct or gross misconduct that is demonstrably and materially injurious to the Company, (iii) material breach by the executive of the employment agreement, (iv) breach by the executive of the non-solicitation, non-compete or confidentiality provisions in the employment agreement, and (v) conviction of a felony or serious misdemeanor involving moral turpitude, theft, or dishonesty.

     Under the employment agreements, the definition of “good reason” includes (i) a material reduction in the executive’s duties or responsibilities, (ii) a reduction in the executive’s base salary or target bonus, (iii) the

relocation of the executive’s office or the Company’s headquarters to a location more than 35 miles away from its present location, and (iv) material breach by the Company of the employment agreement. In addition, under Mr. Jett’s employment agreement, “good reason” includes the failure by the Company to maintain a benefit program that is material to the executive’s overall compensation, and Mr. Jett may terminate his employment for any reason during specified periods following a “change in control” of the Company.

     Mr. Perkins’ Restricted Stock Unit Award Agreement and Stock Option Agreement also address the rights and obligations of the Company in connection with the termination of Mr. Perkins’ employment in different situations.

	•		Under Mr. Perkins’ Restricted Stock Unit Award Agreement, if Mr. Perkins becomes disabled, his restricted stock units will become fully vested and nonforfeitable; if Mr. Perkins dies while actively employed by the Company, his employment is terminated by the Company for cause, or Mr. Perkins terminates his employment for other than good reason, then all unvested restricted stock units are forfeited; and if Mr. Perkins terminates his employment for good reason, or the Company terminates his employment other than for cause, death or disability, then his restricted stock units will become fully vested. In addition, upon a “change in control” (as defined in the Restricted Stock Unit Award Agreement) of the Company, all of Mr. Perkins’ restricted stock units will become fully vested and nonforfeitable.
	•		Under Mr. Perkins’ Stock Option Agreement, if Mr. Perkins dies while actively employed by the Company, or if Mr. Perkins’ employment is terminated by reason of disability, the unvested portion of his stock options shall expire, and the vested portion shall be exercisable for a period of one year (or the remaining term of the stock option, if shorter); if the Company terminates Mr. Perkins’ employment for cause, then the stock options shall, whether vested or unvested, immediately terminate and cease to be exercisable; and if the Company terminates Mr. Perkins’ employment without cause, or Mr. Perkins terminates his employment voluntarily for any reason, the unvested portion of his stock options shall expire, and the vested portion shall be exercisable for a period of three months (or the remaining term of the stock option, if shorter). In addition, upon a “change in control” (as defined in the Stock Option Agreement) of the Company, all of Mr. Perkins’ stock options shall become vested and exercisable, and the Company may terminate the stock options if it gives Mr. Perkins 30 days’ prior written notice and the opportunity to, at the Company’s election, receive a cash payment equal to the difference between the fair market value and the exercise price of the vested portion of such stock option, or the right to exercise all vested portions of the stock option immediately prior to the effective date of the change in control. If Mr. Perkins’ options remain outstanding after a change in control of the Company, and his employment is terminated within 2 years after the change in control of the Company, then all vested stock options will remain exercisable for a period of one year after his termination (or the remaining term of the stock option, if shorter).

     Robert W. Grubb. The Company’s severance letter agreement with Mr. Grubb provides that if his employment is terminated for any reason other than for “cause,” or is terminated in connection with a change in control of the Company, Mr. Grubb will be entitled to receive a lump sum payment equal to six months of his then-current base salary. Assuming that Mr. Grubb’s employment was terminated on December 31, 2007, by the Company other than for cause or in connection with a change in control of the Company, Mr. Grubb would have been entitled to receive a payment of $92,500.

     Under the severance letter agreement, “cause” is defined to include (i) insubordination, (ii) any act or omission that is, or is likely to be, injurious to the Company or its business reputation, (iii) dishonesty, fraud, malfeasance, gross negligence, or misconduct, (iv) failure to satisfactorily perform duties or follow the policies, procedures, and rules of the Company, and (v) arrest, indictment for, or conviction of, or entry of a plea of guilty or no contest to, a felony or crime involving moral turpitude.

Severance Agreements

     W. Randall Pittman and Grady O. Floyd. Each of Mr. Pittman’s and Mr. Floyd’s employment agreements with the Company contain provisions relating to the rights and obligations of the Company in connection with the

termination of his employment in different situations similar to those set forth in the employment agreements of Messrs. Jett and Perkins. Mr. Pittman resigned his positions as Chief Financial Officer and Treasurer effective as of March 31, 2008, and Mr. Floyd resigned his position as Chief Operating Officer of the Company effective as of December 6, 2007 (although he remained employed by the Company through December 31, 2007). In connection therewith, each of Mr. Pittman and Mr. Floyd entered into a Severance Agreement and General Release with the Company. Under the severance agreements, the former executive received all base salary accrued through the effective date of his termination (less all applicable statutory withholdings and deductions) and the following other benefits, which are the benefits provided for under the terms of his employment agreement with the Company in the event of a termination without “cause”:

     W. Randall Pittman

Name and payment or benefit		Amount
Severance payment (1)		$	382,500
Continued healthcare and life insurance coverage (2)			9,108

     Grady O. Floyd

Name and payment or benefit		Amount
Severance payment (1)		$	554,625
Continued healthcare and life insurance coverage (2)			20,610

     In addition, under each severance agreement, all outstanding stock options and restricted stock units held by the former executive became fully vested as of the date of termination.

     Under the severance agreements, the former executive also agreed to a general release of the Company for all claims through the date of the agreement, and the Company agreed to release the former executive from all claims based on his employment with the Company.

Change in Control and Termination Provisions of the Company’s Other Benefit Plans

     2005 Equity Incentive Plan. Under the terms of the Company’s 2005 Equity Incentive Plan, unless otherwise provided in a restricted stock unit, employment or other agreement, if one of the named executive officers becomes disabled, his restricted stock units will become fully vested and nonforfeitable, but if he dies while actively employed by the Company or his employment is terminated for any other reason, all unvested restricted stock units are forfeited.

Compensation of Directors

     The following table sets forth the compensation earned by or awarded to each director who is not an employee of the Company and also served on the Company’s Board of Directors in 2007. Mr. Jett, the only employee director of the Company, receives no additional cash compensation for his service as a director. Information regarding the compensation awarded Mr. Jett for his service as an employee is shown under “Summary Compensation Table” in this Proxy Statement.

Non-Employee Director Compensation Table—2007

		Fees Earned or Paid								Option				All Other
Name		in Cash				Stock Awards (1)				Awards (2)(3)(4)				Compensation				Total
Arthur P. Beattie		$	37,000			$	—			$	42,852			$	—			$	79,852
Roddy J.H. Clark			37,500				—				42,852				—				80,352
Douglas D. French			30,500				25,318				41,339				—				97,157
Fred C. Goad, Jr.			40,500				—				42,852				—				83,352
Mylle H. Mangum			34,000				—				42,852				—				76,852
John W. Thompson			32,000				—				42,852				—				74,852
Hugh H. Williamson, III			38,500				—				42,852				—				81,352

Director Compensation

     Directors of the Company receive both cash compensation and equity compensation.

     Cash Compensation. For the year ended December 31, 2007, and subsequent years, the Board has approved cash compensation to be paid non-employee directors as follows:

	•		an annual retainer fee of $20,000;
	•		a per meeting fee of $1,000;
	•		a per committee meeting fee of $500; and
	•		an annual retainer fee for committee chairmen of $5,000 for the Audit Committee and $3,000 for the Compensation and Governance Committees.

     Equity Compensation. Under the Company’s 2005 Non-Employee Director Stock Incentive Plan (the “Director Plan”), the Compensation Committee of the Board, or other committee designated by the Board, may grant to the group of non-employee directors a maximum of 500,000 shares of the Company’s common stock in the form of non-qualified stock options, stock appreciation rights, restricted stock, or restricted stock units. The Committee has

the discretion to determine the terms and conditions of the awards, including the type, number of shares, duration, conditions of exercise, and consequences of a director’s termination of service or a change in control of the Company. The Committee may amend or terminate the Director Plan and may amend outstanding awards provided that no such amendment will adversely affect the rights and obligations of a non-employee director without his or her consent. All options are granted at the fair market value of the Company’s stock on the date of grant.

     The Director Plan provides for an automatic award of stock options to each non-employee director each year on the day following the annual meeting of stockholders, and for the award of stock options to each person first elected as a director on a date other than the annual meeting date. The Director Plan also allows the administering committee to make discretionary grants to non-employee directors. For the year ended December 31, 2007, and subsequent years, the Board approved the automatic award to non-employee directors of an option for 7,500 shares of common stock on the day following the annual meeting of stockholders in 2007.

Compensation Committee Interlocks and Insider Participation

     The Compensation Committee currently consists of Mr. Williamson (Chairman), Mr. Clark, and Mrs. Mangum. None of the members of the Committee were officers or employees of the Company during 2007 or at any other time. During 2007 no executive officer of the Company served as a member of the board of directors or compensation committee of any other entity whose executive officer(s) served on the Company’s Board or Compensation Committee.

ITEM 12.		SECURITY OWNERSHIP OF CERTAIN BENEFICIAL OWNERS AND MANAGEMENT AND RELATED STOCKHOLDER MATTERS

Security Ownership

     The following table sets forth certain information known to us with respect to the beneficial ownership of our common stock as of March 31, 2008 by (i) each member of our Board of Directors, (ii) our named executive officers, (iii) all of our directors and officers as a group, and (iv) any person who is known by us to be the beneficial owner of more than 5% of our common stock as defined in accordance with Rule 13d-3 under the Exchange Act.

		Shares
		Beneficially
Beneficial Owner		Owned (1)(2)				Percent Owned (3)
Non-Employee Directors (4)
Arthur P. Beattie			14,409				*
Roddy J.H. Clark			13,924				*
Douglas D. French			5,750				*
Fred C. Goad, Jr.			14,409				*
Mylle H. Mangum			14,409				*
John W. Thompson			129,853	(5)			*
Hugh H. Williamson, III			19,060				*
Named Executive Officers (4)
Charles A. Jett, Jr.			601,630				2.74	%
W. Randall Pittman			232,158				*
Chris E. Perkins			18,123				*
Grady O. Floyd			7,000	(6)			*
Robert W. Grubb			125,018				*
All Directors, Nominees and Executive Officers as a Group (12 Persons)			1,195,743				5.33	%
Five Percent or Greater Stockholders
Oliver Press Partners, LLC (7)			3,569,360				16.63	%
Oliver Press Investors, LLC Augustus K. Oliver Clifford Press Candens Capital, LLC (8)			2,562,704				11.94	%
Accipiter Capital Management, LLC Gabe Hoffman Deerfield Capital, L.P. (9)			2,428,000				11.31	%
Deerfield Management Company, L.P. James E. Flynn D.E. Shaw & Co., L.P. (10)			1,448,967				6.75	%
David E. Shaw Prescott Group Capital Management, L.L.C. (11)			1,244,990				5.80	%
Wellington Management Company, LLP (12)			1,134,800				5.29	%

Beneficial Owner		Shares
Arthur P. Beattie			12,409
Roddy J.H. Clark			11,924
Douglas D. French			3,750

Beneficial Owner		Shares
Fred C. Goad, Jr.			12,409
Mylle H. Mangum			12,409
John W. Thompson			9,500
Hugh H. Williamson, III			9,500
Charles A. Jett, Jr.			537,010
W. Randall Pittman			220,232
Chris E. Perkins			18,123
Robert W. Grubb			125,018

Equity Compensation Plan Information

     The following sets forth information regarding the Company’s equity compensation plans as of December 31, 2007:

# of Shares of

Common Stock

Remaining Available

Number of Shares of

for Future Issuance

Common Stock to be

Weighted Average

Compensation Plans

Issued on Exercise

Exercise Price of

(Excluding

of Outstanding

Outstanding

Securities

Options, Warrants

Options, Warrants

Reflected in Column

Plan Category

and Rights

and Rights

A)

Equity Compensation Plans Approved by Stockholders(1)

2,300,250

$

9.34

2,494,844

Equity Compensation Plans Not Approved By Stockholders

—

—

—

Total

2,300,250

9.34

2,494,844

ITEM 13. CERTAIN RELATIONSHIPS AND RELATED TRANSACTIONS, AND DIRECTOR INDEPENDENCE

Certain Relationships and Related Transactions

Policy on Related Party Transactions

     We recognize that transactions between the Company or its subsidiaries and any of its directors or executive officers can present potential or actual conflicts of interest. Accordingly, as a general matter it is our preference to avoid such transactions. Nevertheless, we recognize that there are circumstances where such transactions may be in, or not inconsistent with, the best interests of the Company. Therefore, we have adopted a formal policy that requires our Audit Committee to review and, if appropriate, approve or ratify any such transactions. Pursuant to the policy, the Audit Committee will review any transaction in which the Company is or will be a participant and the amount involved exceeds $120,000, and in which any of the Company’s directors, executive officers or 5% stockholders had, has or will have a direct or indirect material interest. After its review, the Audit Committee will only approve or ratify those transactions that are in, or are not inconsistent with, the best interests of the Company and its stockholders.

Ascension Health

     From January 2001 to May 2004, Douglas D. French, a member of our Board of Directors, served as the President and Chief Executive Officer of Ascension Health. Ascension Health is the Company’s largest customer, accounting for 17% of the Company’s total revenue during 2007. In addition, from May 2005 to October 2006, the Company was party to a consulting arrangement with French Management Group, LLC, a limited liability company founded and managed by Mr. French. Under the consulting arrangement, French Management Group received a monthly retainer of $5,000 from the Company in exchange for certain management and consulting services. The consulting arrangement was terminated prior to the appointment of Mr. French to the Board on October 16, 2006, and neither French Management Group nor the Company have any continuing obligations related thereto.

Director Independence

     Our Corporate Governance Guidelines provide that a majority of our Board of Directors and all members of the Audit, Compensation, and Governance Committees of the Board shall be independent. The Board makes an annual determination as to the independence of each member in accordance with the current standards for “independence” under NASDAQ Marketplace Rules and federal securities laws. Before the meeting at which this review occurs, each director is asked to supply the Governance Committee and the full Board with complete information about the

director’s relationship with the Company and with its senior management and their affiliates. Senior management provides additional information about transactions, relationships or arrangements between the Company and the directors or parties related to the directors. The Governance Committee reviews this information and makes its own determinations of the independence of each director. It reports its findings and the reasons for those findings to the full Board, which then makes the final determinations of director independence. In April 2008, the Board determined that, except for Mr. Jett, who is the Chairman, Chief Executive Officer, and President of the Company, all of its directors are independent under these standards, and all members of the Audit, Compensation and Governance Committees are independent under these standards. Further information regarding the independence of our directors who serve on our Board’s Audit Committee appears in Item 10 under the heading “Audit Committee Matters.”

ITEM 14. PRINCIPAL ACCOUNTANT FEES AND SERVICES

Fees Paid To Independent Registered Public Accounting Firm

     The following table presents the aggregate fees billed for the indicated services performed by Ernst & Young LLP during the years ended December 31, 2007 and 2006:

		2007				2006
Audit Fees		$	1,280,099			$	1,005,112
Audit Related Fees			—				—
Tax Fees			—				—
All Other Fees			—				—
Total Fees		$	1,280,099			$	1,005,112

     Audit fees. Audit fees consist of fees billed by Ernst & Young LLP for professional services rendered in connection with the audit of our annual consolidated financial statements and the review of interim consolidated financial statements included in our quarterly reports on Form 10-Q.

     Audit related fees. Audit related fees consist of fees billed for professional services that are reasonably related to the performance of the audit or review of our consolidated financial statements but not reported under “Audit fees”.

     Tax fees and all other fees. There were no fees billed by Ernst & Young LLP for tax or other services in 2006 and 2007.

     Our Audit Committee has determined that all non-audit services provided by Ernst & Young LLP are compatible with maintaining Ernst & Young’s LLP audit independence.

Policy on Audit Committee Pre-Approval of Audit and Permissible Non-Audit Services

     Under its charter, our Audit Committee must pre-approve all engagements of our independent registered public accounting firm. Any proposed services exceeding pre-approved cost parameters also require specific pre-approval. The Audit Committee has delegated to its Chairman the authority to evaluate and approve service engagements on behalf of the full Committee in the event a need arises for specific pre-approval between Committee meetings.

PART IV

ITEM 15. EXHIBITS, FINANCIAL STATEMENT SCHEDULE AND REPORTS ON FORM 8-K

(a)

The following documents are filed as part of this Report:

1. Financial Statements

     See the index to Consolidated Financial Statements of the Registrant on page 46 of the Original Filing.

2. Financial Statement Schedules

     See the list of Financial Statement Schedules for the Registrant on page 47 of the Original Filing.

3. Exhibits

     The following exhibits are required to be filed with this Report by Item 601 of Regulation S-K:

Exhibit No.		Description
2.1		Agreement and Plan of Merger, dated as of April 30, 2003, by and among Emageon, Inc., Emageon — UV Development Corporation, Ultravisual Medical Systems Corporation and Jeff Rusinow as Stockholders’ Representative (incorporated by reference to Exhibit 2.1 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
3.1		Emageon Inc. Amended and Restated Certificate of Incorporation (incorporated by reference to Exhibit 3.2 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on February 4, 2005)
3.2		Emageon Inc. Amended and Restated Bylaws (incorporated by reference to Exhibit 3.5 to the Company’s Current Report on Form 8-K filed on November 15, 2007)
4.1		Form of Emageon Inc. common stock certificate (incorporated by reference to Exhibit 3.4 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on February 4, 2005)
10.1#		Imageon Solutions, Inc. 2000 Equity Incentive Plan (incorporated by reference to Exhibit 10.1 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.2#		Emageon, Inc. 2000 Equity Compensation Plan (incorporated by reference to Exhibit 10.2 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.3#		Emageon Inc. 2005 Equity Incentive Plan (incorporated by reference to Exhibit 10.3 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on February 4, 2005)
10.4#		Emageon Inc. 2005 Non-Employee Director Stock Incentive Plan (incorporated by reference to Exhibit 10.4 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on February 4, 2005)
10.5#		Employment Agreement of Charles A. Jett, Jr. (incorporated by reference to Exhibit 10.5 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.6#		Employment Agreement of Milton G. Silva-Craig (incorporated by reference to Exhibit 10.6 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)

Exhibit No.		Description
10.7#		Employment Agreement of W. Randall Pittman (incorporated by reference to Exhibit 10.7 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.8#		Employment Agreement of Mark A. Gehring (incorporated by reference to Exhibit 10.8 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.9#		Employment Agreement of Noel D. Gartman (incorporated by reference to Exhibit 10.9 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.10		Form of Indemnification Agreement between the Registrant and each of its directors and executive officers (incorporated by reference to Exhibit 10.10 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.11		Amended and Restated Registration Rights Agreement, dated as of October 2, 2001, by and among Emageon UV, Inc. and certain stockholders, as amended and joined on May 30, 2003 and June 25, 2003 (incorporated by reference to Exhibit 10.11 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.12†		Enterprise Agreement, dated as of May 5, 2004, by and between Emageon UV, Inc. and Ascension Health (incorporated by reference to Exhibit 10.12 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on February 8, 2005)
10.13		Lease Agreement, dated as of December 20, 2001, by and between Meadow Brook North, L.L.C. and Emageon UV, Inc. (incorporated by reference to Exhibit 10.13 to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.13A		Sixth Amendment to Lease Agreement, dated as of July 23, 2004, by and between Meadow Brook North, L.L.C. and Emageon UV, Inc. (incorporated by reference to Exhibit 10.13A to the Company’s Registration Statement on Form S-1, Registration No. 333-120621, filed on November 19, 2004)
10.14		Note and Warrant Purchase Agreement, dated as of June 25, 2004, among Emageon UV, Inc. and Whitecap Alabama Growth Fund I, LLC, Enhanced Alabama Issuer, LLC and Advantage Capital Alabama Partners I, L.P. (incorporated by reference to Exhibit 10.14 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on January 25, 2005)
10.15		Emageon, Inc. Amended and Restated Stockholders Agreement, dated as of October 2, 2001, among Emageon, Inc. and the stockholders signatory thereto (incorporated by reference to Exhibit 10.15 to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on January 25, 2005)
10.15A		Emageon, Inc. First Amendment and Joinder to Amended and Restated Stockholders Agreement, dated as of May 30, 2003, among Emageon, Inc and the stockholders signatory thereto (incorporated by reference to Exhibit 10.15A to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on January 25, 2005)
10.15B		Emageon, Inc. Second Amendment and Joinder to Amended and Restated Stockholders Agreement, dated as of June 25, 2003, among Emageon, Inc. and the stockholders signatory thereto (incorporated by reference to Exhibit 10.15B to the Company’s Registration Statement on Form S-1/A, Registration No. 333-120621, filed on January 25, 2005)
10.16#		Employment Agreement of Grady Floyd (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on April 4, 2006)
10.17#		Employment Agreement of Chris Perkins (incorporated by reference to Exhibit 10.1 to the Company’s Current Report on Form 8-K filed on December 12, 2007)

Exhibit No.		Description
14.1		Emageon Inc. Code of Ethics (incorporated by reference to Exhibit 14.1 to the Company’s Report on Form 10-K for the year ended December 31, 2004)
21.1*		Subsidiaries of Emageon Inc.
23.1*		Consent of Independent Registered Public Accounting Firm
31.1**		Certification of Chief Executive Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
31.2**		Certification of Chief Financial Officer pursuant to Rule 13a-14(a) or Rule 15d-14(a) under the Securities Exchange Act of 1934
32.1*		Certification of Chief Executive Officer and Chief Financial Officer pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

(b)

The Registrant hereby files as exhibits to this Report the exhibits set forth in Item 15(a)3 hereof.

SIGNATURES

     Pursuant to the requirements of Section 13 or 15(d) of the Securities Exchange Act of 1934, the Registrant has duly caused this report to be signed on its behalf by the undersigned, thereunto duly authorized April 29, 2008.

     Pursuant to the requirements of the Securities Exchange Act of 1934, this report has been signed by the following persons in the capacities indicated on April 29, 2008.

Signature		Title
/s/ Charles A. Jett, Jr.   Charles A. Jett, Jr.		Chairman of the Board, President and Chief Executive Officer (Principal Executive Officer)
/s/ John W. Wilhoite   John W. Wilhoite		Chief Financial Officer and Treasurer (Principal Financial Officer)
/s/ Arthur P. Beattie   Arthur P. Beattie		Director
/s/ Roddy J.H. Clark   Roddy J.H. Clark		Director
/s/ Douglas D. French   Douglas D. French		Director
/s/ Fred C. Goad, Jr.   Fred C. Goad, Jr.		Director
/s/ Mylle H. Mangum   Mylle H. Mangum		Director
/s/ John W. Thompson   John W. Thompson		Director
/s/ Hugh H. Williamson, III   Hugh H. Williamson, III		Director

EXHIBIT INDEX

Exhibit Number		Description
31.1		Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Executive Officer
31.2		Certification Pursuant to Rules 13a-14(a)/15d-14(a) by Chief Financial Officer