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EMAG > SEC Filings for EMAG > Form 8-K on 13-Mar-2009All Recent SEC Filings

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Form 8-K for EMAGEON INC


13-Mar-2009

Other Events


ITEM 8.01 OTHER EVENTS

On March 11, 2009, a putative shareholder class action lawsuit was filed against Emageon Inc. (the "Company"), the members of the Company's Board of Directors (the "Company Board") and AMICAS, Inc. ("AMICAS") in the Superior Court Department, Suffolk County, Massachusetts. The action, styled Fishman v. Williamson, et al., alleges, among other things, that the members of the Company Board violated their fiduciary duties by failing to maximize value for the Company's stockholders when negotiating and entering into the Agreement and Plan of Merger, dated February 23, 2009 (the "Merger Agreement"), among the Company, AMICAS and AMICAS Acquisition Corp. ("Purchaser"). The complaint also alleges that AMICAS aided and abetted those purported breaches. The plaintiff seeks, among other things, to enjoin the acquisition of the Company by Purchaser or, in the alternative, to rescind the acquisition should it occur before the lawsuit is resolved.
The Company believes that the allegations of the plaintiff's complaint are entirely without merit, and the Company, the Company Board and AMICAS intend to vigorously defend this action. The parties do not expect this lawsuit to have an impact on the completion of the tender offer and merger contemplated by the Merger Agreement, however, even a meritless lawsuit may carry with it the potential to delay consummation of such transactions.


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