SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 20549
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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): March 14, 2000
CareInsite, Inc.
(Exact name of Registrant as specified in its charter)
Delaware 0-26345 22-3630930
(State or other (Commission (I.R.S. Employer
jurisdiction of File Number) Identification No.)
incorporation)
669 River Drive, River Drive, Center Two
Elmwood Park, NJ 07407-1361
(Address of principal executive offices) (Zip Code)
Registrant's telephone number, including area code: (201) 703-3400
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Item 5. Other Events
On March 14, 2000, CareInsite, Inc. (the "Company"), a subsidiary of
Medical Manager Corporation ("Medical Manager") was served with a summons in a
lawsuit which was filed on February 17, 2000, against the Company, Medical
Manager and certain of their officers and directors, among other parties, in the
New Jersey Superior Court, Chancery Division, in Bergen County. The plaintiff
purports to be a holder of CareInsite common stock. The lawsuit, captioned Ina
Levy, et al. vs. Martin J.Wygod, et al., C-59-00, purports to bring an action on
behalf of the plaintiff and others similarly situated to enjoin the defendants
from consummating the proposed merger of the Company and Medical Manager with
Healtheon/WebMD Corp. (the "Merger"). The plaintiff alleges that the defendants
have breached their fiduciary duties in that the proposed Merger favors the
interests of Medical Manager and its shareholders over the interests of the
Company's minority shareholders. The plaintiff also alleges that the proposed
Merger provides the defendants and other Medical Manager shareholders with a
premium which exceeds the premium provided to the Company's minority
shareholders. The lawsuit seeks, among other things, an injunction prohibiting
the proposed Merger unless certain mechanisms are implemented by the Company, as
well as plaintiff's costs and disbursements. The Company believes that this
lawsuit is without merit and intends to vigorously defend against it. No
assurances can be given that this lawsuit will not have a material adverse
effect on the Company's business, financial condition or results of operations.
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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.
CAREINSITE, INC.
Date: March 28, 2000 By: /s/ DAVID C. AMBURGEY
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Name: David C. Amburgey
Title: Senior Vice President and General
Counsel
