UNITED STATES
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, DC 20549
FORM 8-K
CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934
Date of Report (Date of earliest event reported) February 21, 2008
EMAGEON INC.
(Exact name of registrant as specified in charter)
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| Delaware |
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0-51149 |
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63-1240138 |
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(State or other jurisdiction
of incorporation) |
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(Commission
File Number) |
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(IRS Employer
Identification No.) |
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| 1200 Corporate Drive, Suite 200, Birmingham, Alabama |
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35242 |
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| (Address of principal executive offices) |
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(Zip Code) |
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| Registrant’s telephone number, including area code: |
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(205) 980-9222 |
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| Not Applicable |
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| (Former Name or Former Address, if Changed Since Last Report) |
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 (see General Instruction
A.2. below):
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Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425)
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Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12)
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Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))
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Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))
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| ITEM 5.02 |
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DEPARTURE OF DIRECTORS OR CERTAIN OFFICERS; ELECTION OF DIRECTORS; APPOINTMENT OF CERTAIN OFFICERS; COMPENSATORY ARRANGEMENTS OF CERTAIN OFFICERS |
(b) and (c) Departure and Appointment of Chief Financial Officer and Treasurer
On February 21, 2008, Emageon Inc. (the “Company”) announced that John W. Wilhoite has been
appointed Chief Financial Officer and Treasurer of the Company, effective as of March 31, 2008.
Mr. Wilhoite will succeed W. Randall Pittman, who has been the Company’s Chief Financial Officer
and Treasurer since November 2002, and will, by agreement with the Company, resign those positions
effective as of March 31, 2008. The Company and Mr. Pittman agreed to the termination of Mr.
Pittman’s employment with the Company so that Mr. Pittman may pursue other opportunities outside of Emageon's business sector.
Mr. Wilhoite, age 56, has served as the Vice President of Finance and Controller of the
Company since March 2006, and also as Secretary of the Company in 2007 and 2008. From March 2005
to March 2006, Mr. Wilhoite served as Chief Financial Officer of Telairity Semiconductor Corp., a
manufacturer of video processing solutions for broadcast and professional video applications, and
from August 2004 to January 2005, he served as the Chief Financial Officer of ComFrame Software
Corporation, a software consultant and developer. He served as Vice President of Finance and Chief
Financial Officer of Integrated Defense Technologies, Inc., a developer and provider of advanced
electronics and technology products to the defense and intelligence industries, from April 2001 to
January 2004. Before joining Integrated Defense Technologies in April 2001, Mr. Wilhoite held
various management and executive management positions (including Executive Vice President and Chief
Financial Officer) with Intergraph Corporation, a technical solutions and systems integration
services company, and Mr. Wilhoite also spent twelve years in public accounting with Price
Waterhouse & Co. (now PricewaterhouseCoopers LLP). Mr. Wilhoite holds a bachelor’s degree from the
University of Tennessee.
The Company’s related press release is filed as Exhibit 99.1 to this Form 8-K and is
incorporated herein by this reference.
(e) Material Compensatory Plan, Contract or Arrangement
On February 20, 2008, the Company and Mr. Pittman entered into a Severance Agreement and
General Release (the “Severance Agreement”) with respect to the termination of Mr. Pittman’s
employment, which agreement sets forth, among other things, certain benefits to be paid to Mr.
Pittman. Under the Severance Agreement, Mr. Pittman is entitled to receive all base salary accrued
through the effective date of his termination (less all applicable statutory withholdings and
deductions), and will receive the benefits provided for under the terms of his employment agreement
with the Company in the event of a termination without “cause.” Under the Severance Agreement, Mr.
Pittman has also agreed to a general release of the Company for all claims through the date of the
agreement, and the Company has agreed to release Mr. Pittman from all claims based on Mr. Pittman’s
employment with the Company.