Search the web
Welcome, Guest
[Sign Out, My Account]
EDGAR_Online

Quotes & Info
Enter Symbol(s):
e.g. YHOO, ^DJI
Symbol Lookup | Financial Search
EMAG > SEC Filings for EMAG > Form 8-K on 13-Feb-2009All Recent SEC Filings

Show all filings for EMAGEON INC | Request a Trial to NEW EDGAR Online Pro

Form 8-K for EMAGEON INC


13-Feb-2009

Termination of a Material Definitive Agreement, Regulation FD Disclosure, Financial S


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.



ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.

Exhibit No. Description

99.1 Press Release, dated February 13, 2009


  Add EMAG to Portfolio     Set Alert         Email to a Friend  
Get SEC Filings for Another Symbol: Symbol Lookup
Quotes & Info for EMAG - All Recent SEC Filings
Sign Up for a Free Trial to the NEW EDGAR Online Pro
Detailed SEC, Financial, Ownership and Offering Data on over 12,000 U.S. Public Companies.
Actionable and easy-to-use with searching, alerting, downloading and more.
Request a Trial      Sign Up Now


Copyright © 2009 Yahoo! Inc. All rights reserved. Privacy Policy - Terms of Service
SEC Filing data and information provided by EDGAR Online, Inc. (1-800-416-6651). All information provided "as is" for informational purposes only, not intended for trading purposes or advice. Neither Yahoo! nor any of independent providers is liable for any informational errors, incompleteness, or delays, or for any actions taken in reliance on information contained herein. By accessing the Yahoo! site, you agree not to redistribute the information found therein.