<PAGE> 1
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
JANUARY 27, 2000
------------------------------------------------
Date of Report (Date of earliest event reported)
HEALTHEON/WEBMD CORPORATION
------------------------------------------------------
(Exact name of registrant as specified in its charter)
<TABLE>
<CAPTION>
DELAWARE 0-24975 94-3236644
------------------------------- ----------------------- -----------------------------------
<S> <C> <C>
(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
</TABLE>
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GEORGIA 30326
------------------------------------------------------------
(Address of principal executive offices, including zip code)
(404) 495-7600
----------------------------------------------------
(Registrant's telephone number, including area code)
------------------------------------------------------
(Former name or address, if changed since last report)
<PAGE> 2
ITEM 5. OTHER EVENTS
On January 27, 2000, the Registrant announced that Janis Capital
Corporation purchased 15,000,000 shares of Common Stock of the Registrant at a
purchase price of $62.00 per share, or an aggregate purchase price of
$930,000,000.
ITEM 7. FINANCIAL STATEMENTS AND EXHIBITS
(c) Exhibits
The following exhibits are filed herewith:
99.1 Text of Press Release, dated January 27, 2000, titled
"Janus Capital Corporation to invest $930 Million in
Healtheon/WebMD"
99.2 Text of Press Release, dated January 27, 2000, titled
"Healtheon/WebMD Clarifies Information on Janus
Capital Corporation Announcement"
2
<PAGE> 3
SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
Healtheon/WebMD Corporation has duly caused this report to be signed on its
behalf by the undersigned thereunto duly authorized.
HEALTHEON/WEBMD CORPORATION
Dated: January 28, 2000 By /s/ Jack Dennison
---------------------------------
Jack Dennison, Vice President and
General Counsel
3
<PAGE> 4
EXHIBIT INDEX
99.1 Text of Press Release, dated January 27, 2000, titled "Janus Capital
Corporation to invest $930 Million in Healtheon/WebMD"
99.2 Text of Press Release, dated January 27, 2000, titled "Healtheon/WebMD
Clarifies Information on Janus Capital Corporation Announcement"
4
<PAGE> 1
EXHIBIT 99.1
JANUS CAPITAL CORPORATION TO INVEST $930 MILLION IN
HEALTHEON/WEBMD
ATLANTA, GA, (January 27, 2000) - Healtheon/WebMD Corporation (NASDAQ: HLTH)
announced that Janus Capital Corporation has agreed to invest $930 million in
the company. Healtheon/WebMD will issue 15 million shares of common stock to
Janus in a private transaction in exchange for $930 million in cash. Janus will
receive restricted shares priced at $62 per share. Healtheon/WebMD will use the
proceeds to fund the cash portion of its recently announced acquisition of Envoy
Corporation and to provide working capital for general corporate purposes.
ABOUT HEALTHEON/WEBMD
Healtheon/WebMD (Nasdaq: HLTH) is the first end-to-end Internet healthcare
company connecting physicians and consumers to the entire healthcare industry.
Healtheon/WebMD is using the Internet to facilitate a new system for the
delivery of healthcare, resulting in a single, secure environment for all
communications and transactions that will enable a more efficient and cost
effective healthcare system. With corporate headquarters in Atlanta and
technology headquarters in Silicon Valley, the company was formed in November
1999 as a result of the merger of Healtheon Corporation, WebMD, Inc., MEDE
America and Medcast. For more information, visit http://www.webmd.com.
Other than historical information set forth herein, this announcement contains
forward-looking statements that involve risks and uncertainties, including those
relating to the ability of Healtheon/WebMD's services to decrease costs and
improve patient care. Actual results could be materially different from those
discussed in this announcement. Factors that could cause actual results to
differ include, among others: Healtheon/WebMD's limited operating history,
continued growth in the use of the Internet and acceptance of the Internet as a
secure medium over which to conduct transactions. Additional risks associated
with Healtheon/WebMD's business can be found in its recent Registration
Statement on Form S-4 and other periodic filings with the SEC.
CONTACTS:
HEALTHEON/WEBMD:
John Runningen
404-495-7680
[email protected]
<PAGE> 1
EXHIBIT 99.2
HEALTHEON/WEBMD CLARIFIES INFORMATION ON JANUS
CAPITAL CORPORATION ANNOUNCEMENT
ATLANTA, GA, (January 27, 2000) - In an announcement made earlier today,
Healtheon/WebMD Corporation (Nasdaq: HLTH) stated that Janus Capital Corporation
invested $930 million in the company. Please note that this investment was made
on behalf of Janus's mutual funds and not for Janus's corporate account.
ABOUT HEALTHEON/WEBMD
Healtheon/WebMD (Nasdaq: HLTH) is the first end-to-end Internet healthcare
company connecting physicians and consumers to the entire healthcare industry.
Healtheon/WebMD is using the Internet to facilitate a new system for the
delivery of healthcare, resulting in a single, secure environment for all
communications and transactions that will enable a more efficient and cost
effective healthcare system. With corporate headquarters in Atlanta and
technology headquarters in Silicon Valley, the company was formed in November
1999 as a result of the merger of Healtheon Corporation, WebMD, Inc., MEDE
America and Medcast. For more information, visit http://www.webmd.com.
Other than historical information set forth herein, this announcement contains
forward-looking statements that involve risks and uncertainties, including those
relating to the ability of Healtheon/WebMD's services to decrease costs and
improve patient care. Actual results could be materially different from those
discussed in this announcement. Factors that could cause actual results to
differ include, among others: Healtheon/WebMD's limited operating history,
continued growth in the use of the Internet and acceptance of the Internet as a
secure medium over which to conduct transactions. Additional risks associated
with Healtheon/WebMD's business can be found in its recent Registration
Statement on Form S-4 and other periodic filings with the SEC.
CONTACTS:
HEALTHEON/WEBMD:
John Runningen
404-495-7680
[email protected]
