~~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 REPORT~~ ~~Pursuant~~Date toof ~~Section 13~~Report ~~or 15~~(d)Date of ~~the Securities~~earliest ~~Exchange~~event ~~Act~~reported): ofJuly 9, ~~1934~~2008 (July 3, 2008)

~~Date~~SPHERIS ~~of Report (Date of earliest event reported): March~~INC. ~~26, 2008 (March 26, 2008)~~

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

(Exact Name of Registrant as Specified in Charter)


Delaware	333-132641	62-1805254

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

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

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

~~Registrant’s~~(Former ~~telephone~~Name ~~number~~or Former Address, ~~including~~if ~~area~~Changed ~~code:~~Since ~~(615~~Last Report) ~~261-1500~~

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):


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~~Item OF1.01. ~~CONTENTS~~Entry into a Material Definitive Agreement.

~~Item~~ In 2connection with the resignation noted below, Spheris Holding III, Inc.02 and Gregory T. Stevens ~~Results~~will ofenter ~~Operations~~into an Independent Contractor Agreement pursuant to which Mr. Stevens will advise and ~~Financial~~consult ~~Condition~~with ~~Item~~Spheris 9Holding III, Inc.01 and its subsidiaries on an as needed basis through December 31, 2008. ~~Financial~~As ~~Statements~~set ~~and~~forth ~~Exhibits~~in ~~SIGNATURES~~Item 5.02 ~~EXHIBIT~~below, ~~INDEX~~Mr. Stevens ~~EX-99~~tendered his resignation as Chief Administrative Officer, General Counsel and Secretary of Spheris Inc.1 ~~PRESS~~(the ~~RELEASE~~“Company”) ~~DATED~~to be ~~MARCH~~effective 26July 18, 2008. As consideration for his services under the Independent Contractor Agreement, Mr. Stevens’ equity grants in Spheris Holding III, Inc. shall continue to vest and his reasonable out of pocket expenses shall be reimbursed.

~~Table~~ The foregoing description of ~~Contents~~the Independent Contractor Agreement does not purport to be complete and is qualified in its entirety by reference to the form of the agreement, which is attached hereto as Exhibit 10.1, and is incorporated by reference herein.

Item 2 5.02. ~~Results~~Departure of ~~Operations~~Directors ~~and~~or ~~Financial~~Certain ~~Condition~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers.

OnAs ~~March 26,~~noted ~~2008~~above, ~~Spheris~~Gregory ~~Inc~~T. (Stevens tendered his resignation as Chief Administrative Officer, General Counsel and Secretary of the “Company”), ~~issued~~to abe ~~press~~effective ~~release~~as ~~announcing~~of ~~its~~July 18, 2008. In connection ~~financial~~with ~~results~~his ~~for~~resignation, ~~the~~Mr. Stevens ~~fiscal~~will ~~year~~enter ~~ended~~into an Independent Contractor Agreement with Spheris Holding III, Inc. through December 31, ~~2007~~2008, the ~~text~~form of which is ~~set~~attached ~~forth~~hereto in as Exhibit 9910.1, as described in Item 1.01 above. Upon his resignation from the Company, Mr. Stevens will become the Executive Vice President, General Counsel and Secretary of Emdeon Business Services, LLC, a leading provider of revenue cycle management and payment solutions based in Nashville, Tennessee. The Company currently does not have plans to replace Mr. Stevens and intends for current members of the Company’s senior management team and the remaining members of the Company’s legal department to assume Mr. Steven’s responsibilities upon his departure from the Company.

~~The~~Item attached press release includes a presentation of earnings before interest expense, income taxes, depreciation and amortization, or EBITDA, which is a financial measure not computed in accordance with United States generally accepted accounting principles, or GAAP9. 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 performance01. ~~The~~Financial ~~Company~~Statements ~~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~~Exhibits. Management believes EBITDA is useful as a supplemental measure of the performance of the Company’s operations because it isolates the Company’s operating performance from the accounting impact of the Company’s financing strategies, tax provisions, and depreciation and amortization. Additionally, since EBITDA is a significant component of certain financial covenants under the Company’s senior secured credit facility agreement, management believes EBITDA is useful for investors to better assess the Company’s compliance with these financial covenants. Management believes 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 EBITDA are significant components in understanding and assessing financial performance. A reconciliation of EBITDA to the nearest comparable GAAP financial measure has been provided in the press release. EBITDA, as presented, may not be comparable to similarly titled measures of other companies.

~~Item~~(d) ~~9.01. Financial Statements and Exhibits.~~ Exhibit:

~~(d) Exhibits~~ The following exhibit is filed or furnished herewith as noted above:

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


Exhibit Number		Description

	10.1	Form of Independent Contractor Agreement between Spheris Holding III, Inc. and Gregory T. Stevens.

Exhibit Number				Description
	99.1			Press Release dated March 26, 2008

2SIGNATURES

~~Table~~ Pursuant to the requirements of ~~Contents~~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.

SIGNATURES


	SPHERIS INC.
Date: July 9, 2008	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~~3 ~~caused this report to be signed on its behalf by the undersigned hereunto duly authorized.~~

	SPHERIS INC.
Date: March 26, 2008	By:	/s/ Brian P. Callahan
		Brian P. Callahan
		Chief Financial Officer

EXHIBIT INDEX


Exhibit No.		Description

	10.1	Form of Independent Contractor Agreement between Spheris Holding III, Inc. and Gregory T. Stevens.

~~Table of Contents~~4

EXHIBIT INDEX

Exhibit No.				Description
	99.1			Press Release dated March 26, 2008

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