UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of
earliest event reported) March 31, 2006
(Exact Name of Registrant as Specified in Charter)
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Delaware
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0-51149
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63-1240138 |
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(State or Other Jurisdiction
of Incorporation)
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(Commission
File Number)
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(IRS Employer
Identification No.) |
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1200 Corporate Drive, Suite 200, Birmingham, Alabama
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35242 |
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(Address of Principal Executive Offices)
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(Zip Code) |
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Registrants telephone number, including area code: |
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(205) 980-9222
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(Former Name or Former 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 1.01 Entry into a Material Definitive Agreement
Establishment of Cash Incentive Compensation Criteria.
On March 31, 2006, the Compensation Committee of the Board of Directors of Emageon Inc. (the
Company) approved total revenue and earnings per share targets and calculation parameters for
purposes of determining cash incentive compensation payments to be made to certain of its executive
officers for the 2006 fiscal year. The previously determined target cash incentive amount payable
to the Companys President and Chief Executive Officer is 50% of the officers base salary,and the
target cash incentive amounts payable to the Companys other eligible senior executive officers
range from 33% to 40% of the officers base salary. One-half of the cash incentive amount will be payable to the officer if the Company achieves the total revenue target and one-half will be payable if the Company achieves the earnings per share target. No cash incentive will be paid in the event the Company's performance falls below both the revenue target and the earnings per share target.
Notwithstanding the establishment of these criteria, the Companys Board of Directors retains the
discretion to award other or additional incentive compensation to its senior officers based on the
achievement of such financial or other objectives as it determines to be appropriate.
Establishment of Equity Incentive Compensation Criteria.
Also on March 31, 2006 the Compensation Committee of the Board of Directors of the Company
approved the following grants of stock options and restricted stock units in accordance with the
Companys 2005 Equity Incentive Plan, all such grants to be effective
April 3, 2006. All stock options and restricted stock units as set forth
below are subject to a four-year vesting period, whereby each option and restricted stock unit
grant vests twenty-five percent on the first anniversary date of the grant and equally each month
over the remaining thirty-six month period. Vesting may accelerate upon the occurrence of certain events. The settlement date for the restricted stock units is
the sixth anniversary date of the grant of such restricted stock units or earlier upon the occurrence of certain events. Settlement may be made
in either cash or stock, but the intent of the Compensation Committee is to settle by distributing stock.
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Name |
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Title |
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Stock Options |
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Exercise Price |
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Restricted Stock Units |
Charles A. Jett, Jr. |
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President & Chief Executive Officer |
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95,600 |
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$ |
16.56 |
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10,622 |
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W. Randall Pittman |
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Chief Financial Officer |
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28,416 |
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$ |
16.56 |
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3,157 |
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Grady Floyd |
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Chief Operating Officer |
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62,000 |
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$ |
16.56 |
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7,000 |
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