ITEM 1.02 TERMINATION OF A MATERIAL DEFINITIVE AGREEMENT
On February 12, 2009, Emageon Inc. ("Emageon") terminated that certain
Agreement and Plan of Merger (the "Merger Agreement"), dated as of October 13,
2008 and amended as of December 29, 2008, by and among Health Systems Solutions,
Inc. ("HSS"), HSS Acquisition Corp. and Emageon. The Merger Agreement was
terminated pursuant to Sections 7.4(a) and 7.4(c) thereof as a result of the
failure by HSS to receive all necessary financing on or before the designated
closing date of February 11, 2009.
A description of the terms and conditions of the Merger Agreement is included
in Emageon's Current Reports on Form 8-K filed on October 14, 2008 and
December 30, 2008 and is incorporated herein by reference.
ITEM 7.01 REGULATION FD DISCLOSURE
On February 13, 2009, Emageon issued a press release announcing the receipt
of the $9 million that had been placed in escrow by HSS in connection with the
transactions contemplated by the Merger Agreement, and the termination of the
Merger Agreement. A copy of the press release is furnished as Exhibit 99.1
hereto.