|CHANGE HEALTHCARE HOLDINGS, INC. filed this Form 8-K on 10/04/2013|
SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
Pursuant to Section 13 or 15(d)
of the Securities Exchange Act of 1934
Date of Report (Date of Earliest Event Reported): October 4, 2013 (September 30, 2013)
(Exact name of registrant as specified in its charter)
Registrants telephone number, including area code: (615) 932-3000
(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):
On September 30, 2013, Emdeon Inc. (the Company) announced that George I. Lazenby, IV resigned from his positions as President and Chief Executive Officer and as a member of the Board of Directors of the Company.
The Company also announced that Neil E. de Crescenzo has been appointed as President and Chief Executive Officer of the Company and as a director of the Companys Board of Directors, succeeding Mr. Lazenby.
Additional information about the management changes described above is included in the Companys press release issued on September 30, 2013, which is attached as Exhibit 99.1 to this Current Report on Form 8-K and incorporated herein by reference.
Mr. Lazenbys Separation Agreement
In connection with his resignation, Mr. Lazenby entered into a separation agreement with the Company on October 4, 2013 which includes the terms summarized below. All payments and benefits are subject to Mr. Lazenbys non-revocation of a release of claims in favor of the Company and Mr. Lazenbys compliance with the non-competition, non-solicitation, non-disparagement and confidentiality covenants contained in his employment agreement.
Under the terms of the separation agreement, Mr. Lazenby will receive the following benefits:
In addition, under the terms of the separation agreement, Mr. Lazenbys outstanding stock options to purchase shares of the Companys parent company, Beagle Parent Corp. (Parent), common stock under Parents equity plan will be treated as follows:
Except as described above, all of Mr. Lazenbys other options expired as of the date of termination.
Mr. de Crescenzos Employment Agreement and Equity Arrangements
In connection with Mr. de Crescenzos appointment as President and Chief Executive Officer of the Company, the Company entered into an employment agreement with Mr. de Crescenzo, effective September 30, 2013. Mr. de Crescenzos employment agreement does not have a specified term.
Mr. de Crescenzos employment agreement also includes the terms summarized below:
Termination and Other Provisions
Generally, either party may terminate Mr. de Crescenzos employment at any time, but Mr. de Crescenzo must provide 30 days advance written notice to the Company of his resignation.
Pursuant to the terms of Mr. de Crescenzos employment agreement, if Mr. de Crescenzos employment is terminated without cause by the Company, by him as a result of a resignation for good reason, or in the event of death or permanent disability, in addition to certain accrued amounts, Mr. de Crescenzo will be entitled to receive:
The amounts payable to Mr. de Crescenzo upon a termination of employment described above are subject to Mr. de Crescenzo providing a release of all claims to the Company. Furthermore, the severance payments and benefits are contingent upon Mr. de Crescenzos continued compliance with the non-competition, non-solicitation, non-disparagement and confidentiality covenants contained in his employment agreement. The confidentiality covenant has an indefinite term, and the non-competition, non-solicitation and non-disparagement covenants each have a term effective both during employment and for twenty-four months following a termination of his employment.
In connection with his employment, on September 30, 2013, Parent granted Mr. de Crescenzo stock options to purchase an aggregate of 20,000 shares of Parent common stock under Parents equity plan. The option awards are divided into four tranches as follows:
These options include acceleration of vesting features in connection with a change of control (as defined in Parents stockholders agreement). All outstanding unvested (i) Tier 1 and Tier 2 time-vesting options will vest in full to the extent not previously forfeited; (ii) 2x exit-vesting options will become fully vested if either the 2x MOIC Hurdle or the 20% IRR Hurdle is satisfied in connection with the change of control; and (iii) 2.5x exit-vesting options will become fully vested if either the 2.5x MOIC Hurdle or 25% IRR Hurdle is satisfied in connection with the change of control.
In addition, Mr. de Crescenzo will be permitted to purchase up to $1,000,000 of fully vested common stock of Parent at a purchase price of $1,020 per share, with the purchase price payable in cash in immediately available funds no later than 90 days following the effective date of his employment agreement.
(d) Exhibits. The following exhibit is being filed herewith to this Current Report on Form 8-K.
Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned hereunto duly authorized.
INDEX TO EXHIBITS
Emdeon Appoints Neil E. de Crescenzo as President
and Chief Executive Officer
NASHVILLE, Tenn. (September 30, 2013) Emdeon Inc., a leading provider of healthcare revenue and payment cycle management and clinical information exchange solutions, today announced the appointment of Neil E. de Crescenzo as president and chief executive officer effective immediately. Mr. de Crescenzo succeeds George I. Lazenby, IV who will become a senior advisor for Emdeons majority investor, Blackstone Capital Partners, advising the firm on current and future healthcare technology and services investments. This role includes serving as an advisor to the Emdeon board of directors and senior management.
We want to thank George for his significant achievements at Emdeon during the past 17 years and are excited to have him join the firm as a senior advisor. We are confident that Neil will continue to build on Emdeons market leadership, serving our customers with innovative connectivity and workflow technology solutions and value-added services, said Neil P. Simpkins, senior managing director at The Blackstone Group and an Emdeon director.
Mr. de Crescenzo, age 52, most recently the Senior Vice President and General Manager of Oracles Global Health Sciences business, brings a wealth of business experience to Emdeon including a deep background in healthcare information technology, software and services.
Neil has dedicated his career to the development of healthcare information technology solutions to improve efficiency and reduce costs for both payers and providers, while improving patient outcomes. Were excited to have him put that experience to work at our company, said Howard L. Lance, Emdeons chairman.
Mr. de Crescenzo joined Oracle in 2006, and was appointed to lead its Global Health Sciences business in 2008. Previously, he spent 10 years at IBM Corporation including his last role as senior executive for Global Healthcare Business Consulting Services. Earlier in his career, he held management positions at Blue Cross Blue Shield of Massachusetts, Lahey Clinic and University of Massachusetts Medical Center.
Mr. de Crescenzo earned a B. A. in Political Science from Yale University and an M.B.A. from Northeastern University. He and his wife Brenda Reilly, M.D., an Emergency Department physician, are relocating to Nashville from the San Francisco Bay Area.
Emdeon is a leading provider of revenue and payment cycle management and clinical information exchange solutions, connecting payers, providers and patients in the U.S. healthcare system. Emdeons offerings integrate and automate key business and administrative functions of its payer and provider customers throughout the patient encounter. Through the use of Emdeons comprehensive suite of solutions, which are designed to easily integrate with existing technology infrastructures, customers are able to improve efficiency, reduce costs, increase cash flow and more efficiently manage the complex revenue and payment cycle and clinical information exchange processes. For more information, visit www.emdeon.com.
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