Delaware | 7374 | 20-5799664 | ||
(State or other jurisdiction of | (Primary Standard Industrial | (IRS Employer | ||
incorporation or organization) | Classification Code Number) | Identification Number) |
John C. Kennedy, Esq. Paul, Weiss, Rifkind, Wharton & Garrison LLP 1285 Avenue of the Americas New York, New York 10019-6064 (212) 373-3000 |
Michael Kaplan, Esq. Davis, Polk & Wardwell LLP 450 Lexington Avenue New York, New York 10017 (212) 450-4000 |
Large accelerated filer o | Accelerated filer o | Non-accelerated filer þ | Smaller reporting company o | |||
(Do not check if a smaller reporting company) |
Proposed Maximum | Proposed Maximum | |||||||||||||
Title of Each Class of | Amount to be | Offering Price Per | Aggregate Offering | Amount of | ||||||||||
Securities to be Registered | Registered(1)(2) | Share | Price (3) | Registration Fee | ||||||||||
Class A common Stock,
$0.00001 par value per
share
|
2,587,500 | $15.50 | $40,106,250 | $2,238 | ||||||||||
(1) | The 2,587,500 shares of Class A common stock being registered in this Registration Statement are in addition to the 24,667,500 shares of Class A common stock registered pursuant to the registrants Registration Statement on Form S-1 (File No. 333-153451). | |
(2) | Including 337,500 shares of Class A common stock which may be purchased by the underwriters to cover over-allotments, if any. | |
(3) | Estimated solely for the purpose of calculating the registration fee pursuant to Rule 457(o) under the Securities Act. |
PART II | ||||||||
Item 16. Exhibits and Financial Statement Schedules | ||||||||
SIGNATURES | ||||||||
INDEX TO EXHIBITS | ||||||||
EX-5.1 | ||||||||
EX-23.1 |
Exhibit | ||
Number | Description of Exhibit | |
5.1
|
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the legality of the shares registered hereunder. | |
23.1
|
Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.2
|
Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). | |
24.1
|
Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form S-1 of Emdeon Inc. (Registration No. 333-153451)). | |
24.2
|
Power of Attorney of Dinyar S. Devitre (incorporated by reference to Exhibit 24.2 to Amendment No. 1 to the Registration Statement on Form S-1 of Emdeon Inc. (Registration No. 333-153451)). | |
24.3
|
Power of Attorney of Philip M. Pead (incorporated by reference to Exhibit 24.3 to Amendment No. 2 to the Registration Statement on Form S-1 of Emdeon Inc. (Registration No. 333-153451)). |
EMDEON INC. |
||||
By: | /s/ George I. Lazenby | |||
George I. Lazenby | ||||
Chief Executive Officer and Director | ||||
Signature | Title | |
/s/ George I. Lazenby |
Chief Executive Officer and Director (Principal Executive Officer) |
|
/s/ Bob A. Newport, Jr. |
Chief Financial Officer | |
Bob A. Newport, Jr. | (Principal Financial and Accounting Officer) | |
* |
Executive Chairman | |
* |
Director | |
* |
Director | |
* |
Director | |
* |
Director | |
* |
Director | |
* |
Director | |
* |
Director |
*By:
|
/s/ Gregory T. Stevens
|
Exhibit | ||
Number | Description of Exhibit | |
5.1
|
Opinion of Paul, Weiss, Rifkind, Wharton & Garrison LLP as to the legality of the shares registered hereunder. | |
23.1
|
Consent of Ernst & Young LLP, independent registered public accounting firm. | |
23.2
|
Consent of Paul, Weiss, Rifkind, Wharton & Garrison LLP (included in Exhibit 5.1). | |
24.1
|
Powers of Attorney (incorporated by reference to Exhibit 24.1 to the Registration Statement on Form S-1 of Emdeon Inc. (Registration No. 333-153451)). | |
24.2
|
Power of Attorney of Dinyar S. Devitre (incorporated by reference to Exhibit 24.2 to Amendment No. 1 to the Registration Statement on Form S-1 of Emdeon Inc. (Registration No. 333-153451)). | |
24.3
|
Power of Attorney of Philip M. Pead (incorporated by reference to Exhibit 24.3 to Amendment No. 2 to the Registration Statement on Form S-1 of Emdeon Inc. (Registration No. 333-153451)). |