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
August 8, 2006
Date of Report (Date of earliest event reported)
EMDEON CORPORATION
(Exact name of registrant as specified in its charter)
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| Delaware
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0-24975
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94-3236644 |
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| (State or other
jurisdiction of
incorporation)
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(Commission File Number)
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(I.R.S. Employer
Identification No.) |
669 River Drive, Center 2
Elmwood Park, New Jersey 07407-1361
(Address of principal executive offices, including zip code)
(201) 703-3400
(Registrant’s telephone number, including area code)
(Former name or address, if changed since last report)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously
satisfy the filing obligation of the registrant under any of the following provisions (see General
Instruction A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) |
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) |
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act
(17 CFR 240.14d-2(b)) |
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act
(17 CFR 240.13e-4(c)) |
TABLE OF CONTENTS
All statements contained in this Current Report on Form 8-K, other than statements of
historical fact, are forward-looking statements, including those regarding: guidance on our future
financial results and other projections or measures of our future performance; the amount and
timing of the benefits expected from acquisitions, from new products or services and from other
potential sources of additional revenue; expected timing of completion of the sale of Emdeon
Practice Services; and explorations of possible transactions and other alternatives involving
Emdeon Business Services. These statements speak only as of the date of this press release and are
based on our current plans and expectations, and they involve risks and uncertainties that could
cause actual future events or results to be different than those described in or implied by such
forward-looking statements. These risks and uncertainties include those relating to: market
acceptance of our products and services; relationships with customers and strategic partners;
difficulties in integrating acquired businesses; and changes in economic, political or regulatory
conditions or other trends affecting the healthcare, Internet and information technology
industries. In addition, there can be no assurance that the exploration of strategic alternatives
with respect to Emdeon Business Services will result in any definitive agreement or transaction.
Further information about these matters can be found in our Securities and Exchange Commission
filings. We expressly disclaim any intent or obligation to update these forward-looking
statements.
Item 2.02. Results of Operations and Financial Condition
On August 8, 2006, we issued a press release announcing our results for the quarter ended June
30, 2006. A copy of the press release is attached as Exhibit 99.1 to this Current Report. Exhibit
99.2 to this Current Report contains the financial tables that accompanied the press release.
Exhibit 99.4 to this Current Report contains an Annex to the press release entitled “Explanation of
Non-GAAP Financial Measures.” Exhibits 99.1, 99.2 and 99.4 are being “furnished” and shall not be
deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934 (the “Exchange
Act”), nor shall any of those exhibits be deemed incorporated by reference in any filing under the
Securities Act of 1933 (the “Securities Act”) or the Exchange Act, except as shall be expressly set
forth by specific reference in such filing.
Item 7.01. Regulation FD Disclosure
Exhibit 99.3 to this Current Report includes forward-looking financial information that
accompanied Exhibit 99.1 and that is expected to be discussed on the previously announced
conference call with investors and analysts to be held by us at 4:45 p.m., Eastern time, today
(August 8, 2006). The call can be accessed at www.emdeon.com (in the About Emdeon section) and a
replay will be available at the same location. Exhibit 99.3 is being “furnished” and shall not be
deemed “filed” for purposes of Section 18 of the Exchange Act, nor shall it be deemed incorporated
by reference in any filing under the Securities Act or the Exchange Act, except as shall be
expressly set forth by specific reference in such filing.
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