HLTH CORPORATION
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 15, 2007
Date of Report (Date of earliest event reported)
HLTH 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 |
(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
(Registrants telephone number, including area code)
EMDEON CORPORATION
(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)) |
Item 5.03. Amendments to Articles of Incorporation or Bylaws; Changes in Fiscal Year.
Effective
May 15, 2007, the Registrant changed its name from Emdeon Corporation to HLTH
Corporation. The ticker symbol for the Registrants Common Stock, which is listed on the Nasdaq
Global Select Market, remains HLTH. In connection with the name change, the CUSIP number for the
Registrants Common Stock is changing to: 40422Y 101. Stockholders are not required to exchange
currently outstanding stock certificates for new stock certificates.
As permitted by Section 253 of the General Corporation Law of the State of Delaware, the name
change was implemented by filing a Certificate of Ownership and Merger with the Secretary of State
of Delaware, causing HLTH Corporation (a wholly owned subsidiary of the Registrant formed solely
for the purpose of implementing the name change) to be merged with and into the Registrant, which
was the surviving corporation in that merger. That filing, a copy of which is filed as Exhibit 3.1
to this Current Report, amended the Registrants Eleventh Amended and Restated Certificate of
Incorporation to change the Registrants name to HLTH Corporation.
As previously disclosed, the Registrant agreed to change its name in connection with the sale
of a 52% interest in its Emdeon Business Services segment to an affiliate of General Atlantic LLC
completed in November 2006. Emdeon Business Services owns and continues to use the Emdeon name and
related trademarks.
Item 9.01. Financial Statements and Exhibits.
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(d) |
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Exhibits |
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The following exhibit is filed herewith: |
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3.1 |
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Certificate of Ownership and Merger Amending the Registrants Eleventh
Amended and Restated Certificate of Incorporation to Change the
Registrants Name to HLTH Corporation |
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SIGNATURE
Pursuant to the requirements 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.
HLTH
CORPORATION
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Dated: May 21, 2007 |
By: |
/s/ Lewis H. Leicher
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Lewis H. Leicher |
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Senior Vice President |
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EXHIBIT INDEX
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Exhibit |
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Number |
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Description |
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3.1 |
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Certificate of Ownership and Merger
Amending the Registrants Eleventh Amended and Restated
Certificate of Incorporation to Change the Registrants Name to HLTH Corporation |