~~Table~~UNITED ofSTATES SECURITIES ~~Contents~~AND EXCHANGE COMMISSION

~~UNITED~~WASHINGTON, ~~STATES SECURITIES~~DC ~~AND EXCHANGE COMMISSION~~20549

~~WASHINGTON,~~FORM ~~DC 20549~~8-K

~~FORM~~CURRENT ~~8-K~~REPORT Pursuant to Section 13 or 15(d) of the Securities Exchange Act of 1934

~~CURRENT~~Date ~~REPORT Pursuant~~of toReport ~~Section 13 or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofJuly 9, ~~1934~~ 2009 (July 3, 2009)

~~Date~~SPHERIS ~~of Report (Date of earliest event reported): May 13, 2009 (May 13, 2009)~~INC.

~~SPHERIS~~(Exact ~~INC.~~ Name of Registrant as Specified in Charter)

(Exact Name of Registrant as Specified in Charter)


Delaware	333-132641	62-1805254

(State or Other Jurisdiction of Incorporation)	(Commission File Number)	(IRS Employer Identification No.)

Delaware	333-132641	62-1805254
9009 Carothers Pkwy., Ste. C-3, Franklin, Tennessee	37067
(State or Other Jurisdiction	(Commission	(IRS Employer
(Address of Principal Executive Offices)	(Zip Code)
of Incorporation)	File Number)	Identification No.)
9009 Carothers Pkwy., Ste. C-3, Franklin, Tennessee		37067
(Address of Principal Executive Offices)		(Zip Code)

Registrant’s telephone number, including area code: (615) 261-1500

Not Applicable

(Former Name or Former Address, if Changed Since Last Report)

~~(Former~~ Check ~~Name~~the orappropriate ~~Former~~box ~~Address,~~below if ~~Changed~~the ~~Since~~Form ~~Last~~8-K ~~Report~~filing is intended to simultaneously satisfy the filing obligation of the registrant under any of the following provisions (see General Instruction A.2. below):

o ~~Check~~Written ~~the~~communications ~~appropriate~~pursuant ~~box below if the Form 8-K filing is intended~~ to ~~simultaneously~~Rule 425 ~~satisfy the filing obligation of the registrant~~ under ~~any of~~ the ~~following~~Securities ~~provisions~~Act (~~see~~17 ~~General Instruction~~CFR A230.~~2. below~~425):

o ~~Written communications pursuant to Rule 425 under the Securities Act (17 CFR 230.425) o~~ Soliciting material pursuant to Rule 14a-12 under the Exchange Act (17 CFR 240.14a-12) o Pre-commencement communications pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b)) o Pre-commencement communications pursuant to Rule 13e-4(c) under the Exchange Act (17 CFR 240.13e-4(c))

~~TABLE~~o Pre-commencement OFcommunications ~~CONTENTS~~pursuant to Rule 14d-2(b) under the Exchange Act (17 CFR 240.14d-2(b))

~~Item~~o Pre-commencement ~~2.02.~~communications ~~Results~~pursuant ofto ~~Operations~~Rule 13e-4(c) ~~and~~under ~~Financial~~the ~~Condition~~Exchange ~~Item~~Act ~~9.01.~~(17 CFR ~~Financial Statements and Exhibits SIGNATURES EXHIBIT INDEX EX~~240.13e-994(c))

~~Table~~Item 1.01. ofEntry ~~Contents~~into a Material Definitive Agreement.

In connection with the resignation noted below, Spheris Holding III, Inc. and Christopher R. Rehm, M.D. will enter into an Independent Contractor Agreement pursuant to which Dr. Rehm will advise and consult with Spheris Holding III, Inc. and its subsidiaries on an as needed basis through December 31, 2010. As set forth in Item 25.02 below, Dr. Rehm ~~Results~~tendered ofhis ~~Operations~~resignation as Chief Client Technology Advocate and ~~Financial~~Chief ~~Condition~~Medical Officer of Spheris Inc. (the “Company”) to be effective July 13, 2009. As consideration for his services under the Independent Contractor Agreement, the Company will pay Dr. Rehm $7,500 every three months.

On The ~~May 13,~~foregoing ~~2009,~~description ~~Spheris~~of ~~Inc. (~~the ~~“Company”)~~Independent ~~issued~~Contractor aAgreement ~~press~~does ~~release~~not ~~announcing~~purport ~~its~~to ~~financial~~be ~~results~~complete ~~for~~and ~~the~~is ~~first~~qualified ~~quarter~~in ~~ended~~its ~~March 31,~~entirety ~~2009,~~by reference to the ~~text~~form of the Independent Contractor Agreement, which is ~~set~~attached ~~forth~~hereto inas Exhibit 9910, and is incorporated by reference herein.

The attached press release includes a presentation of earnings before interest, taxes, depreciation and amortization, other expense or income (including mark-to-market adjustments related to the Company’s derivative financial instruments) and restructuring charges, or Adjusted EBITDA, which is a financial measure not computed in accordance with United States generally accepted accounting principles, or GAAPItem 5. The Company believes that this non-GAAP measure, when presented in conjunction with the comparable GAAP measure, is useful to both management and investors in analyzing the Company’s ongoing business and operating performance02. ~~The~~Departure Company believes that providing the non-GAAP information to investors, in addition to the GAAP presentation, allows investors to view the Company’s financial results in the way management and the Company’s senior lenders view the Company’s operating results. Management believes Adjusted EBITDA is useful as a supplemental measure of ~~the~~Directors ~~performance~~or ofCertain ~~the~~Officers; ~~Company’s~~Election ~~operations because it isolates the Company’s operating performance from the accounting impact~~ of ~~the~~Directors; ~~Company’s financing~~Appointment ~~strategies, tax provisions, depreciation and amortization. Additionally, since Adjusted EBITDA is a significant component~~ of ~~certain financial covenants under the Company’s senior secured~~ ~~credit~~Certain ~~facility~~Officers; ~~agreement,~~Compensatory ~~management~~Arrangements believes Adjusted EBITDA is useful for investors to better assess the Company’s compliance with these financial covenants. Management believes Adjusted EBITDA should be considered in addition to, but not as a substitute for, items prepared in accordance with GAAP that are presented in the press release, as the items excluded in the presentation of ~~Adjusted~~Certain ~~EBITDA are significant components in understanding and assessing financial performance~~Officers. ~~A reconciliation of Adjusted EBITDA to the nearest comparable GAAP financial measure~~ ~~has been provided in the press release. Adjusted EBITDA, as presented, may not be comparable to similarly titled measures of other companies.~~

As noted above, Christopher R. Rehm, M.D. tendered his resignation as Chief Client Technology Advocate and Chief Medical Officer of the Company, to be effective as of July 13, 2009. In connection with his resignation, Dr. Rehm will enter into an Independent Contractor Agreement with Spheris Holding III, Inc. through December 31, 2010, the form of which is attached hereto as Exhibit 10, as described in Item 91.01 above. ~~Financial~~Upon ~~Statements~~his resignation from the Company, Dr. Rehm will become the Vice President and ~~Exhibits~~Medical Director of Corporate Services of Cogent Healthcare, Inc., a provider of hospitalist services, based in Brentwood, Tennessee.

~~(d)~~Item 9.01. ~~Exhibits:~~Financial ~~The~~Statements ~~following~~and ~~exhibit is filed or furnished herewith as noted above:~~Exhibits.

Exhibit Number		Description
99		Press Release dated May 13, 2009

(d) Exhibit:

2 The following exhibit is filed or furnished herewith as noted above:


Exhibit Number		Description

10		Form of Independent Contractor Agreement between Spheris Holding III, Inc. and Christopher R. Rehm, M.D.

~~SIGNATURES~~2

~~Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly~~SIGNATURES ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	SPHERIS INC.
Date: May 13, 2009	By:	/s/ Brian P. Callahan
		Brian P. Callahan
		Chief Financial Officer

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.


	SPHERIS INC.
Date: July 9, 2009	By:	/s/ Brian P. Callahan
		Brian P. Callahan
		Chief Financial Officer

~~Table of Contents~~3

EXHIBIT INDEX

Exhibit No.		Description
Exhibit Number		Description
99		Press Release dated May 13, 2009
10		Form of Independent Contractor Agreement between Spheris Holding III, Inc. and Christopher R. Rehm, M.D.

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