SECURITIES AND EXCHANGE COMMISSION
Washington, D.C. 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): June 18, 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
<PAGE>
2
Item 5. Other Events
On June 18, 2000, CareInsite, Inc. ("CareInsite") entered into
Amendment No. 1 ("CareInsite Amendment No. 1") to the Agreement and Plan of
Merger among Healtheon/WebMD, Avicenna Systems Corporation, a Massachusetts
corporation and a direct wholly owned subsidiary of Medical Manager
("Avicenna"), and CareInsite, a majority owned subsidiary of Avicenna, dated as
of February 13, 2000 (the "CareInsite Merger Agreement") amending the terms of
the previously announced merger of CareInsite with and into Avicenna (which at
the time of such merger will be a wholly owned subsidiary of Healtheon/WebMD).
CareInsite Amendment No. 1 is attached hereto as Exhibit 2.1 to this
Form 8-K and is incorporated herein by reference.
On June 18, 2000, Medical Manager Corporation ("Medical Manager")
entered into Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of
Merger between Healtheon/WebMD Corporation ("Healtheon/WebMD") and Medical
Manager, dated as of February 13, 2000 (the "Merger Agreement") amending terms
of the Merger Agreement relating to the previously announced merger of Medical
Manager with and into Healtheon/WebMD. Pursuant to the terms of Amendment No. 1,
each share of common stock, par value $0.01 per share, of Medical Manager issued
and outstanding immediately prior to the effective time of the merger will be
converted into the right to receive 2.5 shares of common stock, par value
$0.0001 per share, of Healtheon/WebMD.
In addition, Medical Manager will designate seven individuals who, as
of the effective time of the merger, will be directors on the board of directors
of the combined company. The additional members of Healtheon/WebMD's board of
directors will be seven individuals designated by Healtheon/WebMD prior to the
effective time and one individual designated by Quintiles Transnational
Corporation.
Amendment No. 1 also provides for the appointment, as of the effective
time, of Martin J. Wygod, the Chairman of Medical Manager, and Jeff Arnold, the
CEO of Healtheon/WebMD, to be Co-CEO's of the combined company and for
amendments to Healtheon/WebMD's by-laws to allow for such change.
Amendment No. 1 is attached hereto as Exhibit 2.2 to
this Form 8-K and is incorporated herein by reference.
Item 7. Financial Statements and Exhibits
(c) Exhibits
Exhibit 2.1 Amendment No. 1, dated as of June 18, 2000, to
the Agreement and Plan of Merger between
CareInsite, Avicenna Systems Corporation and
Healtheon/WebMD Corporation, dated February 13,
2000.
Exhibit 2.2 Amendment No. 1, dated as of June 18, 2000, to
the Agreement and Plan of Merger between Medical
Manager Corporation and Healtheon/WebMD
Corporation, dated as of February 13, 2000.
Exhibit 2.3 Agreement and Plan of Merger among
Healtheon/WebMD Corporation, Avicenna Systems
Corporation and CareInsite, Inc. dated February
13, 2000, is hereby incorporated by reference
to Exhibit 2.2 of Medical Manager's Form 8-K/A
filed with the Commission on February 17, 2000.
Exhibit 2.4 Agreement and Plan of Merger between
Healtheon/WebMD Corporation and Medical Manager
Corporation, dated February 13, 2000, is hereby
incorporated by reference to Exhibit 2.1 of
Medical Manager's Form 8-K/A filed with the
Commission on February 17, 2000.
<PAGE>
3
EXHIBIT INDEX
Exhibit
No. Description
2.1 Amendment No. 1, dated June 18, 2000, to the Agreement and Plan of
Merger between CareInsite, Avicenna Systems Corporation and
Healtheon/WebMD Corporation, dated February 13, 2000.
2.2 Amendment No. 1, dated June 18, 2000, to the Agreement and Plan of
Merger between Medical Manager Corporation and Healtheon/WebMD
Corporation, dated February 13, 2000.
2.3 Agreement and Plan of Merger among Healtheon/WebMD Corporation,
Avicenna Systems Corporation and CareInsite, Inc. dated February
13, 2000, is hereby incorporated by reference to Exhibit 2.2 of
Medical Manager's Form 8-K/A filed with the Commission on February
17, 2000.
2.4 Agreement and Plan of Merger between Healtheon/WebMD Corporation
and Medical Manager Corporation, dated February 13, 2000, is hereby
incorporated by reference to Exhibit 2.1 of Medical Manager's Form
8-K/A filed with the Commission on February 17, 2000.
<PAGE>
4
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: June 29, 2000 By:/s/ David C. Amburgey
----------------------------
Name: David C. Amburgey
Title: Senior Vice President and
General Counsel
