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
February 15, 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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(Commission File Number)
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(I.R.S. Employer Identification |
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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 potential
transactions and other alternatives to be considered by the Registrant, as described in this
Current Report. These statements are based on current plans and expectations and involve risks and
uncertainties that could cause actual future events or results to be different from those described
in or implied by such forward-looking statements, including risks and uncertainties regarding the
amount and timing of potential benefits of any possible transaction or other alternative to be
considered by the Registrant. We expressly disclaim any intent or obligation to update these
forward-looking statements.
Item 1.01. Entry into a Material Definitive Agreement
As previously disclosed, Emdeon Corporation and WebMD Health Corp. (which we refer to, in this
Current Report, as WHC) have entered into a tax sharing agreement,
dated as of September 23, 2005
(which we refer to, in this Current Report, as the Prior Agreement), in connection with WHC’s
initial public offering of shares of its Class A Common Stock. Emdeon currently owns approximately
85.8% of the outstanding common stock of WHC. On February 15, 2006, effective for tax years
beginning on and after January 1, 2006, Emdeon and WHC entered into an amended and restated tax
sharing agreement (which we refer to, in this Current Report, as the Amended Agreement) that
supersedes the Prior Agreement. The description below of the Amended Agreement is qualified in its
entirety by reference to the Amended Agreement itself, a copy of which is filed as Exhibit 10.1 to
this Current Report and which is incorporated by reference in this Item 1.01 in its entirety.
Under the Amended Agreement, Emdeon will compensate WHC for any use of WHC’s net operating
losses that may result from certain extraordinary transactions, including a sale of Emdeon Business
Services and Emdeon Practice Services. Specifically, if Emdeon or any corporation that is
controlled, directly or indirectly, by Emdeon other than WHC or its subsidiaries (collectively, the
“Emdeon Subgroup”) has income or gain from the sale of assets (including a subsidiary) outside the
ordinary course of business, extinguishment of debt or other extraordinary transaction
(“Extraordinary Gains”), Emdeon will make a payment to WHC and its subsidiaries (collectively, the
“WHC Subgroup”) equal to 35% of the amount of the WHC Subgroup’s net operating losses (“NOLs”) that
are absorbed in the consolidated tax return as a result of the incurrence of such Extraordinary
Gains.
Except for the modifications described above, the terms of the Amended Agreement are
substantially the same as the terms of the Prior Agreement. A description of the terms of the
Prior Agreement appears under the heading “Certain Relationships and Related Party Transactions –
Agreements between Us and Our Parent – Tax Sharing Agreement” in the Prospectus filed by WHC on
September 29, 2005 and, to the extent required by Item 1.01 of Form 8-K, that description is
incorporated by reference in this Item 1.01 pursuant to General Instruction B.3 of Form 8-K. In
addition, to the extent required by Item 1.01 of Form 8-K, the Prior Agreement itself, a copy of
which was filed by WHC on September 14, 2005 as Exhibit 10.1 to its Registration Statement on Form
S-1 (No. 333-124832), is incorporated by reference in this Item 1.01 pursuant to General
Instruction B.3 of Form 8-K.
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Item 8.01. Other Events
On February 16, 2006, the Registrant issued a press release announcing that, in connection
with inquiries received from several third parties expressing an interest in acquiring its Emdeon
Business Services and Emdeon Practice Services segments, its Board of Directors has authorized
commencing a process to evaluate strategic alternatives relating to these businesses to maximize
stockholder value. A copy of the press release is filed as Exhibit 99.1 to this Current Report and
is incorporated by reference in this Item 8.01.
Item 9.01. Financial Statements and Exhibits
(d) Exhibits
The following exhibits are filed herewith:
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10.1
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Amended and Restated Tax Sharing Agreement, dated as of February 15,
2006, between the Registrant and WebMD Health Corp. |
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99.1
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Press Release issued by the Registrant on February 16, 2006 |
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