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
May 3, 2007
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; and the amount and
timing of the benefits expected from acquisitions, from new products or services and from other
potential sources of additional revenue. These statements speak only as of the date of this Current
Report 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; changes in economic, political
or regulatory conditions or other trends affecting the healthcare, Internet, information technology
and plastics industries; and our ability to attract and retain qualified personnel.
Further information about these matters can be found in our Securities and Exchange Commission
filings. Except as required by applicable law or regulation, we do not undertake any obligation to
update our forward-looking statements to reflect future events or circumstances.
Item 2.02. Results of Operations and Financial Condition
On May 3, 2007, we issued a press release announcing our preliminary results for the quarter
ended March 31, 2007. 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 (and
related attachments) 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 the press release furnished as Exhibit 99.1 and that is expected to be discussed on the
previously announced conference call with investors and analysts to be held by Emdeon at 4:45 p.m.,
Eastern time, today (May 3, 2007). The call can be accessed at www.emdeon.com (in the About Emdeon
section) at that time. A replay of the call will be available at the same web address. 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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