UNITED STATES SECURITIES AND EXCHANGE
COMMISSION
WASHINGTON, D.C. 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
November 1, 2005
DATE OF REPORT (DATE OF EARLIEST EVENT REPORTED)
0-51149
(Commission File Number)
Emageon Inc.
(Exact name of registrant as specified in its charter)
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| Delaware
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63-1240138 |
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(State or other jurisdiction of
incorporation or organization)
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(I.R.S. Employer
Identification Number) |
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| 1200 Corporate Drive,Suite 200
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35242 |
| Birmingham, Alabama |
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| (Address of principal executive offices)
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(Zip Code) |
(205) 980-9222
(Registrant’s telephone number, including area code)
Check the appropriate box below if the Form 8-K filing is intended to simultaneously satisfy
the filing obligation of the registrant under any of the following provisions:
o Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
o Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR
240.14d-2(b))
o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR
240.13e-4(c))
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TABLE OF CONTENTS
Item 7.01. Regulation FD Disclosure
On November 1, 2005, Emageon Inc., a Delaware corporation (the “Company”) issued a press
release related to the acquisition of Camtronics Medical Systems, Ltd., a Wisconsin corporation.
Exhibit 99.1 is a copy of that press release. The information contained therein shall not be deemed
“filed” for purposes of Section 18 of the Securities Exchange Act of 1934, or otherwise subject to
the liabilities under that Section. Furthermore, the information furnished in Exhibit 99.1 shall
not be deemed to be incorporated by reference into any filing with the Securities and Exchange
Commission under the Securities Act of 1933.
The information contained in this report and on such exhibit contains certain forward-looking
statements within the meaning of the safe harbor provisions of the Private Securities Litigation
Reform Act of 1995. Statements contained in this report and on such exhibit that are not historical
in nature are considered to be forward-looking statements. They include statements regarding our
expectations, hopes, beliefs, estimates, intentions or strategies regarding the future. These
include statements that contain words such as “believe”, “expect”, “ anticipate”, “intend”,
“estimate”, “should”, and similar expressions intended to connote future events and circumstances,
and include statements regarding future earnings and earnings per share, future improvements in
margins, processing volumes and pricing, improvements in internal controls, future effects of
derivatives accounting, anticipated continuation of strengthened U.S. and worldwide industrial
activity, expected cost savings, and anticipated synergies resulting from the business combination
between Commonwealth Industries, Inc. (“Commonwealth”) and us.
Investors are cautioned that all forward-looking statements involve risks and uncertainties,
and that actual results could differ materially from those described in the forward-looking
statements. These risks and uncertainties would include, without limitation, our ability to
effectively integrate the business and operations of Commonwealth; slowdowns in automotive
production in the U.S. and Europe; the financial condition of our customers and future bankruptcies
and defaults by our major customers; the availability at favorable cost of aluminum scrap and other
metal supplies that we processes; our ability to enter into effective metals, natural gas and other
commodity derivatives; future natural gas and other fuel costs; a weakening in industrial demand
resulting from a decline in economic conditions, including any decline caused by terrorist
activities or other unanticipated events; future utilized capacity of our various facilities;
future decreases in recycling outsourcing by primary producers; restrictions on and future levels
and timing of capital expenditures; retention of major customers; the timing and amounts of
collections; the future mix of product sales vs. tolling business; currency exchange fluctuations;
future write-downs or impairment charges which may be required because of the occurrence of
uncertainties listed above; and other risks listed in our filings with the Securities and Exchange
Commission, including but not limited to our annual report on Form 10-K for the year ended December
31, 2004 and our quarterly reports on Form 10-Q for the quarters ended March 31 and June 30, 2005,
particularly the sections entitled “Management’s Discussion and Analysis of Financial Condition and
Results of Operations — Risk Factors” and “Management’s Discussion and Analysis of Financial
Condition and Results of Operations — Cautionary Statement on Forward-Looking Information”
contained therein.
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The forward-looking statements contained in this report and on such exhibit are made only as
of the date hereof. We do not assume any obligation to update any of these forward-looking
statements.
ITEM 9.01. Financial Statements and Exhibits.
(c) Exhibits.
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Number
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Description |
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99.1
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Press Release of the Company dated November 1, 2005 |
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrants have duly
caused this report to be signed on their behalf by the undersigned hereunto duly authorized.
Dated: November 1, 2005.
EMAGEON INC.
(Registrant)
By:
/s/ W. Randall Pittman
W. Randall Pittman
Chief Financial Officer and Treasurer
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