þ | Rule 13d-1(b) |
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o | Rule 13d-1(c) |
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o | Rule 13d-1(d) |
1
CUSIP No. |
29076V109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Capital Management, L.L.C. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Oklahoma | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,244,990 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,244,990 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,244,990 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.8%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IA |
2
CUSIP No. |
29076V109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Oklahoma | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,244,990 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,244,990 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,244,990 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.8%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
3
CUSIP No. |
29076V109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Prescott Group Aggressive Small Cap II, L.P. |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
State of Oklahoma | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 0 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 1,244,990 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 0 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
1,244,990 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,244,990 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.8%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
PN |
4
CUSIP No. |
29076V109 |
13G |
1 | NAME OF REPORTING PERSONS I.R.S. IDENTIFICATION NO. OF ABOVE PERSONS (ENTITIES ONLY) Phil Frohlich |
||||
2 | CHECK THE APPROPRIATE BOX IF A MEMBER OF A GROUP* |
||||
(a) o | |||||
(b) o | |||||
3 | SEC USE ONLY | ||||
4 | CITIZENSHIP OR PLACE OF ORGANIZATION | ||||
U.S. Citizen | |||||
5 | SOLE VOTING POWER | ||||
NUMBER OF | 1,244,990 | ||||
SHARES | 6 | SHARED VOTING POWER | |||
BENEFICIALLY | |||||
OWNED BY | 0 | ||||
EACH | 7 | SOLE DISPOSITIVE POWER | |||
REPORTING | |||||
PERSON | 1,244,990 | ||||
WITH: | 8 | SHARED DISPOSITIVE POWER | |||
0 | |||||
9 | AGGREGATE AMOUNT BENEFICIALLY OWNED BY EACH REPORTING PERSON | ||||
1,244,990 | |||||
10 | CHECK BOX IF THE AGGREGATE AMOUNT IN ROW (9) EXCLUDES CERTAIN SHARES* | ||||
o | |||||
11 | PERCENT OF CLASS REPRESENTED BY AMOUNT IN ROW 9 | ||||
5.8%** | |||||
12 | TYPE OF REPORTING PERSON* | ||||
IN |
5
Item 1(a) |
Name of Issuer. | |
Emageon Inc. | ||
Item 1(b) |
Address of Issuer's Principal Executive Offices. | |
1200 Corporate Drive, Suite 200 | ||
Birmingham, Alabama 35242 | ||
Item 2(a) |
Name of Person Filing. | |
Prescott Group Capital
Management, L.L.C. (Prescott Capital), Prescott Group
Aggressive Small Cap, L.P. (Prescott Small Cap), Prescott Group
Aggressive Small Cap II, L.P. (Prescott Small Cap II and together
with Prescott Small Cap, the Small Cap Funds), and Mr. Phil
Frohlich. |
||
Item 2(b) |
Address of Principal Business Office, or, if none, Residence. | |
1924 South Utica, Suite 1120 | ||
Tulsa, Oklahoma 74104-6529 | ||
Item 2(c) |
Citizenship or Place of Organization. | |
Prescott Capital is an Oklahoma limited liability company. Prescott Small Cap is an Oklahoma limited partnership. Mr. Phil Frohlich is the principal of Prescott Capital and is a U.S. citizen. |
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Item 2(d) |
Title of Class of Securities. | |
Common Stock, par value $0.001 per share (the Common Stock). | ||
Item 2(e) |
CUSIP Number. | |
29076V109 | ||
Item 3 |
Reporting Person. | |
Inapplicable. | ||
Item 4 |
Ownership. |
(a) | Prescott Capital is the beneficial owner of 1,244,990 shares of
Common Stock and Mr. Phil Frohlich is the beneficial owner of 1,244,990 shares
of Common Stock. |
||
(b) | Prescott Capital and Mr. Phil Frohlich are the beneficial
owners of 5.8% of the outstanding shares of Common Stock. This percentage is
determined by dividing 1,244,990 by 21,400,734, the number of shares of Common
Stock issued and outstanding as of October 25, 2007, as reported in the
Issuers Form 10-Q filed on November 8, 2007. |
||
(c) | Prescott Capital, as the general partner of the Small Cap
Funds, the general partners of Prescott Master Fund, may direct them to direct
the vote and disposition of the 1,244,990 shares of Common Stock held by
Prescott Master Fund. As the principal of Prescott Capital, Mr. Phil Frohlich
may direct the vote and disposition of the 1,244,990 shares of Common Stock
held by Prescott Master Fund. |
Item 5 |
Ownership of Five Percent or Less of a Class. | |
Inapplicable. | ||
Item 6 |
Ownership of More Than Five Percent on Behalf of Another Person. | |
Inapplicable. | ||
Item 7 |
Identification and Classification of the Subsidiary which Acquired the Security Being Reported On by the Parent Holding Company. | |
Inapplicable. | ||
Item 8 |
Identification and Classification of Members of the Group. | |
Inapplicable. |
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Item 9
|
Notice of Dissolution of Group. | |
Inapplicable. | ||
Item 10
|
Certification. | |
By signing
below I certify that, to the best of my knowledge and belief, the
securities referred to above were not acquired and are not held for
the purpose of or with the effect of changing or influencing the
control of the issuer of the securities and were not acquired and are
not held in connection with or as a participant in any transaction
having that purpose or effect. |
||
Exhibits
|
Exhibit 1 | |
Joint Filing Agreement dated February 14, 2008, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich. |
8
Prescott Group Capital Management, L.L.C. | ||||||
By: | /s/ Phil Frohlich | |||||
PHIL FROHLICH, Managing Member | ||||||
Prescott Group Aggressive Small Cap, L.P. | ||||||
By: Prescott Group Capital Management, L.L.C., its general partner | ||||||
By: | /s/ Phil Frohlich | |||||
PHIL FROHLICH, Managing Member | ||||||
Prescott Group Aggressive Small Cap II, L.P. | ||||||
By: Prescott Group Capital Management, L.L.C., its general partner | ||||||
By: | /s/ Phil Frohlich | |||||
PHIL FROHLICH, Managing Member | ||||||
/s/ Phil Frohlich | ||||||
Phil Frohlich |
9
Exhibit 1
|
Joint Filing Agreement dated February 14, 2008, between Prescott Capital, Prescott Small Cap and Mr. Phil Frohlich. |
10