SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, D.C. 20549

SCHEDULE TO
(AMENDMENT NO. 5)

Tender Offer Statement Under Section 14(d)(1) or 13(e)(1)
of the Securities Exchange Act of 1934

 

EMDEON CORPORATION

(Name of Subject Company (Issuer))

(Names of Filing Persons (Issuer and Offeror))

(Title of Class of Securities)

(CUSIP Number of Class of Securities)

Charles A. Mele, Esq. Emdeon Corporation 669 River Drive, Center 2 Elmwood Park, New Jersey 07407-1361 (201) 703-3400

(Name, Address and Telephone Number of Person Authorized to Receive Notices
and Communications on Behalf of Filing Persons)

Copy to:

Robert Evans III, Esq. Shearman & Sterling LLP 599 Lexington Avenue New York, NY 10022-6069

	Transaction Valuation(1)			Amount of Filing Fee(2)
	$492,000,000			$57,908.40

Amount Previously Paid: $57,908.40		Filing Party: Emdeon Corporation
Form or Registration No.: Schedule TO		Date Filed: November 23, 2005

o     Check the box if the filing relates solely to preliminary communications made before the commencement of a tender offer.

         Check the appropriate boxes to designate any transactions to which the statement relates:

         o     third-party tender offer subject to Rule 14d-1.

         þ     issuer tender offer subject to Rule 13e-4.

         o     going-private transaction subject to Rule 13e-3.

         o     amendment to Schedule 13D under Rule 13d-2.

Check the following box if the filing is a final amendment reporting the results of the tender offer: o

INTRODUCTION

This Amendment No. 5 (this “Amendment”) amends and supplements the Tender Offer Statement on Schedule TO originally filed with the Securities and Exchange Commission on November 23, 2005, as amended and supplemented by Amendments No. 1, No. 2, No. 3 and No. 4 to the Tender Offer Statement on Schedule TO filed with the Securities and Exchange Commission on November 29, 2005, December 8, 2005, December 9, 2005 and December 13, 2005, respectively (collectively, the “Schedule TO”) relating to the offer by Emdeon Corporation, a Delaware corporation, to purchase up to 60,000,000 shares of its common stock, par value $0.0001 per share, upon the terms and subject to the conditions set forth in the Offer to Purchase dated November 23, 2005, as amended through the date hereof (as amended, the “Offer to Purchase”), and in the related Letter of Transmittal (the “Letter of Transmittal”), copies of which are filed as Exhibits (a)(1)(A) and (a)(1)(B) to the Schedule TO, respectively.

ITEM 11. ADDITIONAL INFORMATION.

The information set forth in Item 11(a) is hereby amended and supplemented by the following:

On page 19 of the Offer to Purchase, after the words “Current Report on Form 8-K          Filed on November 23, 2005” under Section 10 (“Certain Information Concerning the Company”), the following line is added:

“Current Report on Form 8-K           Filed on December 16, 2005”.

ITEM 12. EXHIBITS.

Item 12 of the Schedule TO is hereby amended and supplemented by adding the following exhibit:

(a)(5)(V)      Current Report on Form 8-K, filed on December 16, 2005.

SIGNATURE

     After due inquiry and to the best of my knowledge and belief, I certify that the information set forth in this statement is true, complete and correct.

Date: December 16, 2005

EXHIBIT INDEX

(a)(1)(A)*		Offer to Purchase dated November 23, 2005.
(a)(1)(B)*		Letter of Transmittal.
(a)(1)(C)*		Notice of Guaranteed Delivery.
(a)(1)(D)*		Letter to Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(E)*		Letter to Clients for use by Brokers, Dealers, Commercial Banks, Trust Companies and Other Nominees.
(a)(1)(F)*		Guidelines for Certification of Taxpayer Identification Number on Substitute Form W-9.
(a)(1)(G)*		Press Release dated November 23, 2005.
(a)(1)(H)*		Summary Advertisement.
(a)(1)(I)*		Letter to Stockholders dated November 23, 2005.
(a)(1)(J)**		Letter to Participants in the Emdeon Corporation 401(k) Savings Plan dated November 28, 2005.
(a)(1)(K)**		Letter to Participants in the Emdeon Corporation Performance Incentive Plan dated November 25, 2005.
(a)(1)(L)**		Letter to Participants in the Emdeon Practice Services, Inc. 401(k) Profit Sharing Plan dated November 28, 2005.
(a)(1)(M)**		Letter to Participants in the Porex Corporation 401(k) Savings Plan dated November 28, 2005.
(a)(1)(N)*		Letter to Vested Stock Option Holders dated November 23, 2005.
(a)(1)(O)*		Email communication to Employees.
(a)(1)(P)		Notice to Directors and Executive Officers of Emdeon Corporation, dated November 28, 2005, regarding Blackout Period with Respect to Trading of Emdeon Securities (incorporated by reference to Exhibit 99.1 to the Current Report on Form 8-K filed on November 28, 2005).
(a)(1)(Q)****		Press Release dated December 13, 2005.
(a)(1)(R)****		Questions and Answers relating to the Emdeon Corporation Performance Incentive Plan.
(a)(5)(A)***		Annual Report on Form 10-K for the year ended December 31, 2004, filed on March 16, 2005, as amended on May 2, 2005.
(a)(5)(B)***		Quarterly Report on Form 10-Q, filed on May 10, 2005.
(a)(5)(C)***		Quarterly Report on Form l0-Q, filed on August 9, 2005.
(a)(5)(D)***		Quarterly Report on Form l0-Q, filed on November 9, 2005.
(a)(5)(E)***		Current Report on Form 8-K, filed on March 22, 2005.
(a)(5)(F)***		Current Report on Form 8-K, filed on April 1, 2005.
(a)(5)(G)***		Current Report on Form 8-K, filed on April 28, 2005.
(a)(5)(H)***		Current Report on Form 8-K, filed on May 2, 2005, as amended on June 2, 2005 and June 3, 2005.
(a)(5)(I)***		Current Report on Form 8-K, filed on May 3, 2005.
(a)(5)(J)***		Current Report on Form 8-K, filed on May 13, 2005.
(a)(5)(K)***		Current Report on Form 8-K, filed on July 14, 2005, as amended on July 19, 2005.
(a)(5)(L)***		Current Report on Form 8-K, filed on July 27, 2005.
(a)(5)(M)***		Current Report on Form 8-K, filed on August 4, 2005.
(a)(5)(N)***		Definitive Proxy Statement, filed on August 5, 2005.
(a)(5)(O)***		Current Report on Form 8-K, filed on August 30, 2005, as amended on November 9, 2005.
(a)(5)(P)***		Current Report on Form 8-K, filed on September 30, 2005.
(a)(5)(Q)***		Current Report on Form 8-K, filed on October 19, 2005.
(a)(5)(R)***		Current Report on Form 8-K, filed on November 3, 2005.
(a)(5)(S)***		Current Report on Form 8-K, filed on November 17, 2005.
(a)(5)(T)***		Current Report on Form 8-K, filed on November 18, 2005 (two reports).
(a)(5)(U)***		Current Report on Form 8-K, filed on November 23, 2005.
(a)(5)(V)***		Current Report on Form 8-K, filed on December 16, 2005.
(b)		Not Applicable.
(d)(1)		WebMD Corporation 2001 Employee Non-Qualified Stock Option Plan, as amended (incorporated by reference to Exhibit 10.46 to the Company’s Form 10-K for the year ended December 31, 2001, as amended by Amendment No. 1 on Form 10-K/A).
(d)(2)		Healtheon Corporation 1996 Stock Plan and Form of Stock Option Agreement (incorporated by reference to Exhibit 10.2 to Amendment No. 2 to the Company’s Registration Statement on Form S-1 (No. 333-70553) filed February 10, 1999).

(d)(3)		WebMD Corporation 2000 Long-Term Incentive Plan (incorporated by reference to Annex G to the Proxy Statement/Prospectus, filed on August 7, 2000, and included in the Company’s Registration Statement on Form S-4 (No. 333-39592)).
(d)(4)		Envoy Stock Plan (incorporated by reference to Exhibit 99.1 to the Company’s Registration Statement on Form S-8 (No. 333-42616) filed July 31, 2000).
(d)(5)		WebMD Corporation 2002 Restricted Stock Plan (incorporated by reference to Exhibit 10.21 to the Company’s Annual Report on Form 10-K for the year ended December 31, 2002).
(d)(6)		2003 Non-Qualified Stock Option Plan for Employees of Advanced Business Fulfillment, Inc. (incorporated by reference to Exhibit 10.2 to the Company’s Quarterly Report on Form 10-Q for the quarter ended September 30, 2003).
(d)(7)		Registration Rights Agreement (incorporated by reference to Exhibit 4.2 to the Company’s Current Report on Form 8-K/A filed on November 9, 2005 (amending the Current Report on Form 8-K filed on August 30, 2005)).
(g)		Not Applicable.
(h)		Not Applicable.