As filed with the Securities and Exchange Commission on November 3, 2011
Registration No. 333-161266
UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
POST-EFFECTIVE AMENDMENT NO. 1
TO
FORM S-8
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
EMDEON INC.
(Exact name of Registrant as Specified in Its Charter)
Delaware | 20-5799664 | |
(State or other jurisdiction of incorporation or organization) |
(IRS Employer Identification No.) |
3055 Lebanon Pike, Suite 1000
Nashville, Tennessee
(Address of Principal Executive Offices) (Zip Code)
Emdeon Inc. 2009 Equity Incentive Plan
(Full titles of plan)
Gregory T. Stevens, Esq.
Executive Vice President, General Counsel and Secretary
3055 Lebanon Pike, Suite 1000
Nashville, TN 37214
(615) 932-3000
(Name and address, including zip code, and telephone number, including area code, of agent for service)
Copy to:
John C. Kennedy, Esq.
Paul, Weiss, Rifkind, Wharton & Garrison LLP
1285 Avenue of the Americas
New York, New York 10019-6064
Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer or a smaller reporting company. See the definitions of large accelerated filer, accelerated filer and smaller reporting company in Rule 12b-2 of the Exchange Act. (Check one):
Large accelerated filer | ¨ | Accelerated filer | x | |||
Non-accelerated filer | ¨ (do not check if a smaller reporting company) | Smaller reporting company | ¨ |
DEREGISTRATION OF SHARES
This Post-Effective Amendment (the Post-Effective Amendment) relates to Registration Statement No. 333-161266 of Emdeon Inc. (the Company) on Form S-8 (the Registration Statement), registering shares of Class A common stock, par value $0.00001 per share, of the Company, which shares were reserved for issuance under the Emdeon Inc. 2009 Equity Incentive Plan.
On November 2, 2011, pursuant to the terms of the Agreement and Plan of Merger, dated as of August 3, 2011, by and among the Company, Beagle Parent Corp. (the Parent) and Beagle Acquisition Corp. (Merger Sub), Merger Sub merged with and into the Company, with the Company surviving as a wholly-owned subsidiary of Parent (the Merger).
As a result of the Merger, the Company has terminated all offerings of its securities pursuant to its existing registration statements, including the Registration Statement. Accordingly, the Company is filing this Post-Effective Amendment No. 1 to the Registration Statement, pursuant to Rule 478 under the Securities Act of 1933, as amended, to hereby terminate the effectiveness of the Registration Statement. The Company hereby removes from registration all securities that were previously registered under the Registration Statement and have not been sold or otherwise issued as of the date of this Post-Effective Amendment.
SIGNATURES
Pursuant to the requirements of the Securities Act, the Registrant certifies that it has reasonable grounds to believe that it meets all of the requirements for filing on Form S-8 and has duly caused this Post-Effective Amendment to the Registration Statement to be signed on its behalf by the undersigned, thereunto duly authorized, in the City of Nashville, State of Tennessee, on November 3, 2011.
EMDEON INC. | ||
By: | /s/ Gregory T. Stevens | |
Name: | Gregory T. Stevens | |
Title: | Executive Vice President, General Counsel and Secretary |