Summary of EMAGEON INC - Yahoo! Finance

Completion of Acquisition or Disposition of Assets, Notice of Delisting or Failure to

ITEM 2.01 COMPLETION OF ACQUISITION OR DISPOSITION OF ASSETS
As previously announced, on February 23, 2009, Emageon Inc., a Delaware corporation ("Emageon" or the "Company"), entered into an Agreement and Plan of Merger (the "Merger Agreement") with AMICAS, Inc., a Delaware corporation ("AMICAS") and AMICAS Acquisition Corp., a Delaware corporation and a direct wholly owned subsidiary of AMICAS ("Merger Sub"). Pursuant to the Merger Agreement, upon the terms and subject to the conditions thereof, Merger Sub commenced a tender offer (the "Offer") on March 5, 2009 to acquire all of the outstanding shares of common stock of the Company (the "Shares") at a purchase price of $1.82 per share, net to the holder in cash (the "Offer Price"), subject to any applicable withholding of taxes, upon the terms and subject to the conditions set forth in the Offer to Purchase, dated March 5, 2009 (the "Offer to Purchase"), and the related Letter of Transmittal, each as amended or supplemented from time to time. Capitalized terms used and not otherwise defined herein have the meanings assigned to such terms in the Offer to Purchase.
On April 2, 2009, AMICAS and Emageon announced the completion of the Offer. The Offer expired at 11:59 p.m., New York City time, at the end of Wednesday, April 1, 2009. According to StockTrans Inc., the depositary for the Offer, as of 11:59 p.m., New York City time, on April 1, 2009, a total of 18,882,734 shares of Emageon common stock (excluding Shares tendered through guaranteed delivery procedures) were validly tendered and not withdrawn in the Offer, which represented approximately 88.0% of all outstanding Shares. An additional 1,101,921 Shares were tendered through guaranteed delivery procedures. Merger Sub has accepted for payment all Shares that were validly tendered and not withdrawn during the Offer, and has delivered payment for such Shares to StockTrans, Inc., the depositary for the Offer, in accordance with the terms of the Offer.
On April 2, 2009, in order to acquire more than 90% of the outstanding Shares (excluding Shares tendered through guaranteed delivery procedures and not yet delivered), Merger Sub, pursuant to the terms of the Merger Agreement, exercised its Top-Up Option, pursuant to which Merger Sub acquired 4,220,222 newly-issued Shares at a purchase price per share equal to the Offer Price. As a result of Merger Sub's acquisition of the Shares validly tendered during the Offer and the Shares issued pursuant to the Top-Up Option, Merger Sub owned more than 90% of the Company's outstanding Shares (excluding Shares tendered through guaranteed delivery procedures and not yet delivered).
Following the exercise of the Top-Up Option, and pursuant to the Merger Agreement, AMICAS caused Merger Sub to merge with and into Emageon (the "Merger") on April 2, 2009, without a meeting of the stockholders of the Company, in accordance with the "short-form" merger statute of the Delaware General Corporation Law, with Emageon continuing as the surviving corporation and a wholly-owned subsidiary of AMICAS. At the effective time of the Merger, each issued and outstanding Share that was not tendered in the Offer (other than Shares held by Emageon, Merger Sub, AMICAS or any direct or indirect wholly-owned subsidiary of AMICAS or of Emageon, or by stockholders who validly exercise their appraisal rights under Delaware law) was cancelled and converted into the right to receive an amount in cash equal to the Offer Price. . . .

ITEM 3.01 NOTICE OF DELISTING OR FAILURE TO SATISFY A CONTINUED LISTING RULE OR STANDARD; TRANSFER OF LISTING
As a result of the Merger, Emageon no longer fulfills the numerical listing requirements of The NASDAQ Global Market ("NASDAQ"). Accordingly, at Emageon's request, NASDAQ will file with the U.S. Securities and Exchange Commission (the "SEC") a Notification of Removal from Listing and/or Registration under
Section 12(b)

of the Securities Exchange Act of 1934, as amended (the "Exchange Act"), on Form 25 thereby effecting the delisting of the Shares from NASDAQ and the deregistration of the Shares under the Exchange Act. Additionally, Emageon will file with the SEC a Certification on Form 15 under the Exchange Act to suspend the Company's reporting obligations under Sections 13 and 15(d) of the Exchange Act.

ITEM 3.02 UNREGISTERED SALES OF EQUITY SECURITIES
In order to complete the Merger, on April 2, 2009, Merger Sub exercised its Top-Up Option to purchase newly-issued Shares, and in connection therewith, Emageon issued 4,220,222 Shares to Merger Sub at a price per share of $1.82, which resulted in an aggregate purchase price of approximately $7,680,804. Merger Sub paid to Emageon the aggregate par value of the Shares acquired in connection with the exercise of the Top-Up Option, and paid for the remaining amount of such Shares by delivery of a promissory note.
The issuance of these Shares by Emageon was made in a transaction not involving any public offering pursuant to an exemption from registration under
Section 4(2) of the Securities Act of 1933, as amended (the "Securities Act"). The offering was not a "public offering" as defined in Section 4(2) of the Securities Act due to the fact that Merger Sub was the only person involved in the transaction, the size of the offering, and the manner of the offering. In addition, Merger Sub had the necessary investment intent as required by
Section 4(2) of the Securities Act since such Shares were issued to facilitate the Merger pursuant to which Emageon became a wholly-owned subsidiary of AMICAS. Based on the above factors, Emageon believes that this issuance of Shares meets the requirements to qualify for exemption under Section 4(2) of the Securities Act.

ITEM 5.03 AMENDMENTS TO ARTICLES OF INCORPORATION OR BYLAWS; CHANGE IN FISCAL YEAR
Pursuant to the Merger Agreement, at the effective time of the Merger on April 2, 2009, Emageon's certificate of incorporation was amended and restated in its entirety in a form attached to the Merger Agreement, and such amended and restated certificate of incorporation became the certificate of incorporation of the surviving corporation.

Pursuant to the Merger Agreement, at the effective time of the Merger on April 2, 2009, Emageon's bylaws were amended and restated in their entirety to be identical to the bylaws of Merger Sub, as in effect immediately prior to the effective time of the Merger (except that the name of the surviving corporation set forth therein is "Emageon Inc."), and such amended and restated bylaws became the bylaws of the surviving corporation.
Copies of the amended and restated certificate of incorporation and the amended and restated bylaws of Emageon as in effect immediately following the effective time of the Merger are filed as Exhibits 3.1 and 3.2 to this report and are incorporated by reference in this Item 5.03.

ITEM 8.01 OTHER EVENTS
On April 2, 2009, AMICAS issued a press release announcing the results of the Offer, a copy of which is filed as Exhibit 99.1 to this report and is incorporated herein by reference
ITEM 9.01 FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits.

Exhibit No.                                 Description

3.1           Amended and Restated Certificate of Incorporation

3.2           Amended and Restated Bylaws

99.1          Press Release, dated April 2, 2009, announcing the results of the Offer