UNITED STATES SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K/A
AMENDMENT NO. 1
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 1, 2005
Date of Report (Date of Earliest Event Reported)
0-51149
(Commission File Number)
Emageon Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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63-1240138 |
| (State or other jurisdiction of
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(I.R.S. Employer |
| incorporation or organization)
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Identification Number) |
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| 1200 Corporate Drive, Suite 200 |
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| Birmingham, Alabama
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35242 |
| (Address of principal executive offices)
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(Zip Code) |
(205) 980-9222
(Registrant’s telephone number, including area code)
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:
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))
TABLE OF CONTENTS
ITEM
2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
On November 1, 2005, Emageon Inc. (“Emageon”) completed the purchase of all of the issued and
outstanding shares of capital stock of Camtronics Medical Systems, Ltd. (“Camtronics”), and on
November 4, 2005, Emageon filed a Current Report on Form 8-K to report the transaction. This
Amendment No. 1 amends that Current Report on Form 8-K to include the financial information of
Camtronics and the pro forma financial information of Emageon required by Item 9.01 of Form 8-K.
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
| (a) |
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Financial Statements of Businesses Acquired |
The following historical audited consolidated financial statements of Camtronics Medical Systems,
Ltd., together with the report thereon signed by Warren, Averett, Kimbrough & Marino, LLC, are
filed as Exhibit 99.2 to this report:
1. Consolidated Balance Sheets at July 31, 2005 and 2004.
2. Consolidated Statements of Operations and Changes in Retained Earnings
and Comprehensive Loss for the fiscal years ended July 31, 2005, 2004 and 2003.
3. Consolidated Statements of Cash Flows for the fiscal years ended July
31, 2005, 2004 and 2003.
4. Notes to Consolidated Financial Statements.
The following historical unaudited consolidated financial statements of Camtronics Medical Systems,
Ltd. are filed as Exhibit 99.3 to this report:
1. Consolidated Balance Sheet at October 31, 2005.
2. Consolidated Statements of Operations and Changes in Retained Earnings
and Comprehensive Loss for the nine months ended October 31, 2005 and 2004.
3. Consolidated Statements of Cash Flows for the nine months ended
October 31, 2005 and 2004.
4. Notes to Consolidated Financial Statements.
| (b) |
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Pro Forma financial information: |
The Pro Forma Condensed Combined Consolidated Balance Sheet as of September 30, 2005 and the Pro
Forma Combined Consolidated Statements of Operations for the year ended December 31, 2004 and the
nine months ended September 30, 2005 are filed as Exhibit 99.4 to this report.