UNITED STATES
SECURITIES AND EXCHANGE COMMISSION

WASHINGTON, DC 20549

FORM 8-K

CURRENT REPORT
Pursuant to Section 13 or 15(d) of the
Securities Exchange Act of 1934

Date of Report (Date of earliest event reported): ~~November~~February 193, ~~2008~~2009 (~~November~~January 1729, ~~2008~~2009)

SPHERIS INC.

(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.)


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)

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))

Item 5 2.0205. Costs ~~Departure~~Associated ofwith ~~Directors~~Exit or ~~Certain~~Disposal ~~Officers; Election of Directors; Appointment of Certain Officers; Compensatory Arrangements of Certain Officers~~Activities.

On ~~November~~January 1729, ~~2008~~2009, Spheris Inc. (the “Company”) announced ~~that~~a ~~Steven~~restructuring E.plan ~~Simpson~~to ~~tendered~~streamline ~~his~~operations ~~resignation as President~~ and ~~Chief~~improve ~~Executive~~operational ~~Officer~~efficiencies ~~of the Company, effective November 17, 2008. He will continue to serve on the Board of Directors of the Company. In connection with his resignation as President~~ and ~~Chief Executive Officer~~costs, ~~the~~primarily ~~Company~~through ~~and~~an ~~Mr. Simpson have entered into a Transition Agreement (the “Transition~~involuntary ~~Agreement”)~~workforce ~~pursuant to which Mr~~reduction. ~~Simpson~~ ~~will~~As ~~continue~~part ~~as a member~~ of ~~senior~~its ~~management~~restructuring ~~of the Company through January 17~~plan, ~~2009. As consideration for his services under~~ the ~~Transition Agreement,~~Company ~~Mr. Simpson~~intends ~~will continue~~ to ~~receive his annual base salary and will continue to be~~eliminate ~~entitled~~approximately to15% ~~participate in all employee benefit plans in which he was participating as~~ of the ~~date of~~Company’s ~~the~~total ~~Transition Agreement~~U. ~~In addition, provided that Mr~~S. ~~Simpson~~based ~~executes~~administrative ~~a separation~~ and ~~release~~corporate ~~agreement~~workforce. ~~and does~~The ~~not voluntarily terminate his transition services with the~~ Company ~~prior~~ toexpects ~~January 17, 2009, he will be entitled~~ to ~~receive~~incur ~~(i) his~~restructuring ~~base~~charges ~~salary~~in ~~(at~~the anrange ~~annual rate~~ of $~~350,000)~~0.6 ~~for~~to a$1.0 million ~~period of one~~in ~~year~~connection ~~following~~with the ~~termination~~restructuring ~~of his transition services~~plan, ~~(ii)~~including ~~a bonus payment in the amount of $173,611, payable in equal installments for a period of~~ one-time ~~year following the~~ termination ~~of his~~benefits ~~transition services, (iii) payment of COBRA premiums for him~~ and other ~~his~~restructuring ~~covered~~related ~~dependents~~charges. inAll ~~excess~~ of ~~the~~these ~~cost~~charges ofare ~~such~~expected ~~health~~to ~~insurance coverage~~be ~~for~~incurred ~~active~~during ~~employees of~~ the ~~Company until the eariler of (A)~~current ~~the~~fiscal ~~expiration of the one-~~year. ~~period~~The ~~following~~Company ~~the~~expects ~~termination of his transition services, or (B)~~ the ~~date~~restructuring heactions ~~becomes~~to ~~eligible~~reduce ~~for health~~annual ~~insurance~~costs ~~benefits through other employment and (iv) reimbursement for business expenses, and an amount in respect of 21 days of paid time off previously accrued~~ by ~~him~~approximately $5 million.

~~The~~Safe ~~foregoing~~Harbor ~~description~~Statement ofUnder the ~~Transition~~Private ~~Agreement~~Securities ~~with~~Litigation MrReform Act of 1995. ~~Simpson~~ ~~does~~This report ~~not~~contains ~~purport~~certain forward-looking statements and expectations regarding the Company’s future performance. Such statements involve known and unknown risks, uncertainties, and other factors that may cause actual results, performance, or achievements of the Company to be materially ~~complete~~different ~~and~~from isthose ~~qualified~~expressed or implied in ~~its~~the ~~entirety~~forward-looking bystatements. ~~reference~~These include, among other things, the preliminary nature of estimates of the benefits of the Company’s workforce reduction and restructuring plan. The Company’s reports to the Securities and Exchange Commission ~~Transition~~contain ~~Agreement~~detailed information relating to such other factors, ~~which~~including, iswithout limitation, the ~~attached~~risk ~~hereto~~factors aslisted ~~Exhibit 10.1~~from time to time in the Company’s reports filed with the Securities and Exchange Commission, including the annual report on Form 10-K for the year ended December 31, 2007, which information is incorporated by reference herein and updated by the Company’s subsequent Quarterly Reports on Form 10-Q. The Company does not undertake any obligation or plan to update these forward-looking statements, whether in response to new information, future events or otherwise, except as required by applicable law.

On November 17, 2008, the Company announced Daniel J. Kohl has been appointed to serve as President and Chief Executive Officer of the Company, effective November 17, 2008. Prior to joining the Company, Mr. Kohl, 52, served as President and Chief Executive Officer of Pediatric Services of America, Inc., a provider of pediatric private duty nursing and day treatment center services, from 2004 to 2008 and served as Executive in Residence for Warburg-Pincus, LLC, an affiliate of the Company, from 2002-2004.

On November 17, 2008, the Company announced that it has elected Mr. Kohl to serve on the Board of Directors of the Company, effective November 17, 2008.

In connection with Mr. Kohl’s appointment as President and Chief Executive Officer of the Company, the Company entered into an Employment Agreement with Mr. Kohl, effective November 17, 2008 (the “Employment Agreement”). The Employment Agreement provides for an annual base salary of $400,000 and an annual incentive bonus award in an amount of up to 100% of the annual base salary based upon the achievement of annual Company and individual performance objectives, as determined by the Board of Directors or Compensation Committee of the Company. In addition, the Employment Agreement provides that Mr. Kohl shall be entitled to all employee benefits provided to other senior executives of the Company.

The Employment Agreement also provides for potential severance payments. If Mr. Kohl’s employment is terminated by the Company due to his death or disability, he will be entitled to receive (i) his base salary through the date of his termination, (ii) any unpaid or unreimbursed business expenses, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment and (iv) any unpaid annual bonus for any fiscal year completed prior to the date of his termination.

If Mr. Kohl’s employment is terminated by the Company for cause or by Mr. Kohl without good reason, he will be entitled to receive (i) his base salary through the date of his termination, (ii) any unpaid or unreimbursed business expenses and (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment.

If Mr. Kohl’s employment is terminated by the Company without cause or by Mr. Kohl for good reason, he will be entitled to receive (i) his base salary through the date of his termination and for a period of 18 months following the date of his termination, (ii) any unpaid or unreimbursed business expenses, (iii) any benefits provided under the Company’s employee benefit plans upon a termination of employment, (iv) any unpaid annual bonus for any fiscal year completed prior to the date of his termination, (v) a pro-rata bonus for the year in which his termination occurs and (vi) continuation of the health benefits provided to him and his covered dependants under the Company’s health plans for a period of 18 months following the date of his termination unless he becomes eligible for health benefits through other employment.

Mr. Kohl is generally subject to non-compete and non-solicitation covenants under the Employment Agreement during the term of his employment and for a period of 18 months following the date of his termination for any reason.

The foregoing description of the Employment Agreement with Mr. Kohl does not purport to be complete and is qualified in its entirety by reference to the Employment Agreement, which is attached hereto as Exhibit 10.2 and is incorporated by reference herein.

On November 17, 2008, the Company issued a press release announcing the foregoing resignation, appointment and election, the text of which is set forth in Exhibit 99.

Item 9.01. Financial Statements and Exhibits.

(d) Exhibits:

The following exhibits are filed or furnished herewith as noted above:

Exhibit Number		Description
	10.1	Transition Agreement, dated as of November 17, 2008, between Spheris Inc. and Steven E. Simpson
	10.2	Employment Agreement, dated as of November 17, 2008, between Spheris Inc. and Daniel J. Kohl
	99	Press Release dated November 17, 2008

SIGNATURES

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.~~	SPHERIS INC.
Date: November 19, 2008	By:	/s/ Brian P. Callahan
Date: February 3, 2009		By:	/s/ Brian P. Callahan
		Brian P. Callahan
			Brian P. Callahan Chief Financial Officer
		Chief Financial Officer

EXHIBIT INDEX

Exhibit Number		Description
	10.1	Transition Agreement, dated as of November 17, 2008, between Spheris Inc. and Steven E. Simpson
	10.2	Employment Agreement, dated as of November 17, 2008, between Spheris Inc. and Daniel J. Kohl
	99	Press Release dated November 17, 2008

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