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Quotes & Info
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| EMAG > SEC Filings for EMAG > Form 8-K on 13-Mar-2009 | All Recent SEC Filings |
13-Mar-2009
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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