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
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January 6, 2006 |
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Date of Report (Date of earliest event reported) |
EMDEON CORPORATION
(Exact name of registrant as specified in its charter)
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Delaware
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0-24975
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94-3236644 |
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(State or other jurisdiction of
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(Commission File Number)
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(I.R.S. Employer Identification |
incorporation)
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Number) |
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669 River Drive, Center 2 |
Elmwood Park, New Jersey 07407-1361 |
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(Address of principal executive offices, including zip code) |
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(201) 703-3400 |
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(Registrants telephone number, including area code) |
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(Former name or address, if changed since last report) |
Check the appropriate box below if the Form 8K 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 14a12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d2(b) under the Exchange Act (17 CFR 240.14d2(b))
o Pre-commencement communications pursuant to Rule 13e4(c) under the Exchange Act (17 CFR
240.13e4(c))
TABLE OF CONTENTS
Item 8.01. Other Events
Reference is made to the
Certificate of Designations, as amended, of the Convertible Redeemable Exchangeable Preferred
Stock, par value $0.0001 per share, of the Registrant;
Indenture
between the Registrant and The Bank of New
York, as Trustee, dated August 30, 2005, relating to Emdeon
Corporations 3 1/8% Convertible Notes due 2025; and
Indenture
between the Registrant and The Bank of New
York, as Trustee, dated June 25, 2003, relating to Emdeon
Corporations 1.75% Convertible
Subordinated Notes due 2023.
As previously announced, the Registrant purchased 66,900,000 shares of its common stock at a price
of $8.20 per share pursuant to a tender offer that expired at 12:00 midnight, New York City time,
on December 21, 2005. Under the applicable provisions of the documents referenced above, no
adjustment to the conversion rates of any of the securities referenced above will be made as a
result of the completion of the tender offer. Under the applicable provisions of the documents
referenced above, January 6, 2006 was the end of the period for determining whether a change would
be required in the respective conversion rates of the securities referenced above, based in part on
trading prices of the Registrants common stock during that period.
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