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) April 25, 2006
EMAGEON INC.
(Exact Name of Registrant as Specified in Charter)
| |
|
|
|
|
| Delaware
|
|
0-51149
|
|
63-1240138 |
|
|
|
|
|
|
| (State or Other Jurisdiction
|
|
(Commission
|
|
(IRS Employer |
| of Incorporation)
|
|
File Number)
|
|
Identification No.) |
| |
|
|
| 1200 Corporate Drive, Suite 200, Birmingham, Alabama
|
|
35242 |
|
|
|
|
| (Address of Principal Executive Offices)
|
|
(Zip Code) |
Registrant’s telephone number, including area code: (205) 980-9222
Not Applicable
(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):
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o 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
On April 25, 2006, Emageon Inc. (the “Company”) entered into a letter agreement dated April
24, 2006 (the “Agreement”), with Milton Silva-Craig, its former President and Chief Operating
Officer, amending Mr. Silva-Craig’s employment agreement and setting forth certain other
understandings and arrangements between the Company and Mr. Silva-Craig. The Agreement provides
that Mr. Silva-Craig, who resigned his position as President and Chief Operating Officer of the
Company as of March 22, 2006, will remain employed with the Company on a full-time basis through
September 30, 2006, performing such duties as may be assigned from time to time by the Chief
Executive Officer of the Company. During this period Mr. Silva-Craig will continue to be paid the
base salary he was being paid and will continue to receive certain other benefits he was being
provided on the date of his resignation as President and Chief Operating Officer. The Agreement
further provides that from October 1, 2006 through February 28, 2007 (the “Transition Period”), Mr.
Silva-Craig will be considered a part-time employee of the Company and will make himself available
in person, by telephone or by email as reasonably requested by the Company, at a reduced level of
compensation, and will be eligible to participate in the Company’s benefit plans generally
available to part-time employees. Vesting of Mr. Silva-Craig’s stock options will continue
throughout the Transition Period. Following the termination of Mr. Silva-Craig’s employment on
February 28, 2007, Mr. Silva-Craig will continue to be bound by the obligations of confidentiality,
non-solicitation, non-competition and non-disparagement set forth in his original employment
agreement for a period of one year.