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AS FILED WITH THE SECURITIES AND EXCHANGE COMMISSION ON AUGUST 4, 2000
REGISTRATION NO. 333-42440
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SECURITIES AND EXCHANGE COMMISSION
WASHINGTON, D.C. 20549
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AMENDMENT NO. 1 TO
FORM S-4
REGISTRATION STATEMENT
UNDER
THE SECURITIES ACT OF 1933
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HEALTHEON/WEBMD CORPORATION
(Exact name of Registrant as specified in its charter)
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<TABLE>
<S> <C> <C>
DELAWARE 7372 94-3236644
(State or other jurisdiction of (Primary Standard Industrial (I.R.S. Employer
incorporation or organization) Classification Code Number) Identification Number)
</TABLE>
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GEORGIA 30326
(404) 495-7600
(Address, including zip code, and telephone number, including area code, of
Registrant's principal executive offices)
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W. MICHAEL LONG
CHAIRMAN OF THE BOARD
HEALTHEON/WEBMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GEORGIA 30326
(404) 495-7600
(Name, address, including zip code, and telephone number, including area code,
of agent for service)
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COPIES TO:
<TABLE>
<S> <C>
H. BRYAN IVES III, ESQ. GARY J. KOCHER, ESQ.
C. MARK KELLY, ESQ. CHRISTOPHER H. CUNNINGHAM, ESQ.
TIMOTHY P. VEITH, ESQ. PRESTON GATES & ELLIS LLP
ALSTON & BIRD LLP 701 FIFTH AVENUE
1211 EAST MOREHEAD STREET SUITE 5000
CHARLOTTE, NORTH CAROLINA 28204 SEATTLE, WASHINGTON 98104-7078
(704) 331-6000 (206) 623-7580
</TABLE>
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APPROXIMATE DATE OF COMMENCEMENT OF PROPOSED SALE TO THE PUBLIC: Upon
consummation of the merger described herein.
If the securities being registered on this Form are to be offered in
connection with the formation of a holding company and there is compliance with
General Instruction G, check the following box. [ ]
If this Form is filed to register additional securities for an offering
pursuant to Rule 462(b) under the Securities Act, check the following box and
list the Securities Act registration statement number of the earlier effective
registration statement for the same offering. [ ]
If this Form is a post-effective amendment filed pursuant to Rule 462(d)
under the Securities Act, check the following box and list the Securities Act
registration statement number of the earlier effective registration statement
for the same offering. [ ]
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CALCULATION OF REGISTRATION FEE
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PROPOSED PROPOSED
TITLE OF EACH CLASS AMOUNT MAXIMUM MAXIMUM AMOUNT OF
OF SECURITIES TO TO BE OFFERING PRICE AGGREGATE REGISTRATION
BE REGISTERED REGISTERED PER SHARE OFFERING PRICE FEE
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<S> <C> <C> <C> <C>
Common Stock $0.0001 par value....... 4,717,859 shares(1) not applicable $56,036,011(2) (3)
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(1) Represents the number of shares of the Common Stock of the Registrant which
may be issued to shareholders of OnHealth Network Company, a Washington
corporation, pursuant to the transactions described herein.
(2) Pursuant to Rule 457(f)(1) and Rule 457(c) under the Act, the maximum
aggregate offering price is the product of (i) $2.25, the average of the
high and low prices per share of OnHealth Network Company Common Stock on
July 25, 2000 as reported on the Nasdaq National Market and (ii) 24,904,894
shares of OnHealth Network Company Common Stock to be cancelled in the
merger described herein.
(3) The filing fee of $14,793.51 was previously paid by Registrant in connection
with the initial filing of this Registration Statement on Form S-4.
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THE REGISTRANT HEREBY AMENDS THIS REGISTRATION STATEMENT ON SUCH DATE OR
DATES AS MAY BE NECESSARY TO DELAY ITS EFFECTIVE DATE UNTIL THE REGISTRANT SHALL
FILE A FURTHER AMENDMENT WHICH SPECIFICALLY STATES THAT THIS REGISTRATION
STATEMENT SHALL THEREAFTER BECOME EFFECTIVE IN ACCORDANCE WITH SECTION 8(a) OF
THE SECURITIES ACT OF 1933 OR UNTIL THE REGISTRATION STATEMENT SHALL BECOME
EFFECTIVE ON SUCH DATE AS THE COMMISSION, ACTING PURSUANT TO SAID SECTION 8(a),
MAY DETERMINE.
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PART II
INFORMATION NOT REQUIRED IN PROSPECTUS
ITEM 20. INDEMNIFICATION OF DIRECTORS AND OFFICERS
Section 145 of the Delaware law authorizes a court to award, or a
corporation's board of directors to grant, indemnification to directors and
officers in terms sufficiently broad to permit such indemnification under
specified circumstances for liabilities, including reimbursement for expenses
incurred, arising under the Securities Act. The Registrant's bylaws provide for
the mandatory indemnification of its directors, officers, employees and other
agents to the maximum extent permitted by Delaware law, and the Registrant has
entered into agreements with its officers, directors and certain key employees
implementing this indemnification.
ITEM 21. EXHIBITS AND FINANCIAL STATEMENT SCHEDULES
(A) EXHIBITS
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<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
2.1 Agreement and Plan of Merger dated as of February 15, 2000
between Registrant, Tech Acquisition Corporation and
OnHealth Network Company (see Annex A)
4.1* Specimen Common Stock certificate
5.1 Opinion of Alston & Bird LLP regarding the legality of the
securities being issued
8.1 Tax Opinion of Alston & Bird LLP
8.2 Tax Opinion of Preston Gates & Ellis LLP
23.1** Consent of Ernst & Young LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of Arthur Andersen LLP
23.4** Consent of Arthur Andersen LLP
23.5** Consent of Arthur Andersen LLP
23.6** Consent of Ernst & Young LLP
23.7** Consent of Arthur Anderson LLP
23.8** Consent of Arthur Anderson LLP
23.9** Consent of KPMG LLP
23.10** Consent of Linkenheimer LLP
23.11** Consent of Ernst & Young LLP
23.12 Consent of Alston & Bird LLP (included in Exhibit 5.1 and
Exhibit 8.1)
23.13 Consent of Preston Gates & Ellis LLP (included in Exhibit
8.2)
24.1** Power of Attorney
99.1** Form of proxy card for OnHealth
99.2** Consent of FleetBoston Robertson Stephens, Inc.
</TABLE>
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* Incorporated by reference to Registrant's Registration Statement on Form S-1
filed January 14, 1999
** Previously filed
(B) FINANCIAL STATEMENT SCHEDULES
Schedules not listed above have been omitted because the information
required to be set forth therein is not applicable or is shown in the financial
statements, management's discussion and analysis or notes thereto.
II-1
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ITEM 22. UNDERTAKINGS
(1) The undersigned registrant hereby undertakes that, for purposes of
determining any liability under the Securities Act of 1933, as amended, each
filing of the registrant's annual report pursuant to Section 13(a) or Section
15(d) of the Securities Exchange Act of 1934, as amended, (and, where
applicable, each filing of an employee benefit plan's annual report pursuant to
Section 15(d) of the Securities Exchange Act of 1934) that is incorporated by
reference in the registration statement shall be deemed to be a new registration
statement relating to the securities offered therein, and the offering of such
securities at the time shall be deemed to be the initial bona fide offering
thereof.
(2) The undersigned Registrant hereby undertakes as follows: that prior to
any public reoffering of the securities registered hereunder through use of a
prospectus which is a part of this registration statement, by any person or
party who is deemed to be an underwriter within the meaning of Rule 145(c), the
undersigned Registrant undertakes that such reoffering prospectus will contain
the information called for by the applicable registration form with respect to
reofferings by persons who may be deemed underwriters, in addition to the
information called for by the other Items of the applicable form.
(3) The Registrant undertakes that every prospectus (i) that is filed
pursuant to paragraph (2) immediately preceding, or (ii) that purports to meet
the requirements of Section 10(a)(3) of the Act and is used in connection with
an offering of securities subject to Rule 415, will be filed as a part of an
amendment to the Registration Statement and will not be used until such
amendment is effective, and that, for purposes of determining any liability
under the Securities Act of 1933, each such post-effective amendment shall be
deemed to be a new Registration Statement relating to the securities offered
therein, and the offering of such securities at that time shall be deemed to be
the initial bona fide offering thereof.
(4) Insofar as indemnification for liabilities arising under the Securities
Act of 1933 may be permitted to directors, officers and controlling persons of
the Registrant pursuant to the foregoing provisions, or otherwise, the
Registrant has been advised that in the opinion of the SEC such indemnification
is against public policy as expressed in the Act and is, therefore,
unenforceable. In the event that a claim for indemnification against such
liabilities (other than the payment by the Registrant of expenses incurred or
paid by a director, officer or controlling person of the Registrant in the
successful defense of any action, suit or proceeding) is asserted by such
director, officer or controlling person in connection with the securities being
registered, the Registrant will, unless in the opinion of its counsel the matter
has been settled by controlling precedent, submit to a court of appropriate
jurisdiction the question whether such indemnification by it is against public
policy as expressed in the Act and will be governed by the final adjudication of
such issue.
(5) The undersigned Registrant hereby undertakes to respond to requests for
information that is incorporated by reference into the Prospectus pursuant to
Item 4, 10(b), 11 or 13 of this form, within one business day of receipt of such
request, and to send the incorporated documents by first class mail or other
equally prompt means. This includes information contained in documents filed
subsequent to the effective date of the Registration Statement through the date
of responding to the request.
(6) The undersigned Registrant hereby undertakes to supply by means of a
post-effective amendment all information concerning a transaction, and the
company being acquired involved therein, that was not the subject of and
included in the Registration Statement when it became effective.
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SIGNATURES
Pursuant to the requirements of the Securities Act of 1933, as amended, the
Registrant has duly caused this Amendment to be signed on its behalf by the
undersigned, thereunto duly authorized, on the 4th day of August, 2000.
HEALTHEON/WEBMD CORPORATION
By: /s/ JOHN L. WESTERMANN III
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John L. Westermann III
Executive Vice President,
Chief Financial Officer, Treasurer
and Secretary
Pursuant to the requirements of the Securities Act of 1933, as amended,
this Amendment has been signed by the following persons in the capacities and on
the dates indicated:
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<CAPTION>
SIGNATURE CAPACITY DATE
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<S> <C> <C>
* Chief Executive Officer and Director August 4, 2000
------------------------------------------------ (principal executive officer)
Jeffrey T. Arnold
/s/ JOHN L. WESTERMANN III Executive Vice President, Chief Financial August 4, 2000
------------------------------------------------ Officer, Treasurer and Secretary
John L. Westermann III (principal financial officer)
* Chairman of the Board of Directors August 4, 2000
------------------------------------------------
W. Michael Long
Director
------------------------------------------------
James H. Clark
* Director August 4, 2000
------------------------------------------------
L. John Doerr
* Director August 4, 2000
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U. Bertram Ellis, Jr.
* Director August 4, 2000
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Dennis B. Gillings
* Director August 4, 2000
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Eric J. Gleacher
* Director August 4, 2000
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William P. Payne
Director
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Charles G.V. Stevens
*By: /s/ JOHN L. WESTERMANN III
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John L. Westermann III
Attorney-in-Fact
</TABLE>
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<PAGE> 5
EXHIBIT INDEX
<TABLE>
<CAPTION>
EXHIBIT NO. DESCRIPTION
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<C> <S>
2.1 Agreement and Plan of Merger dated as of February 15, 2000
between Registrant, Tech Acquisition Corporation and
OnHealth Network Company (see Annex A)
4.1* Specimen Common Stock certificate
5.1 Opinion of Alston & Bird LLP regarding the legality of the
securities being issued
8.1 Tax Opinion of Alston & Bird LLP
8.2 Tax Opinion of Preston Gates & Ellis LLP
23.1** Consent of Ernst & Young LLP
23.2** Consent of Ernst & Young LLP
23.3** Consent of Arthur Andersen LLP
23.4** Consent of Arthur Andersen LLP
23.5** Consent of Arthur Andersen LLP
23.6** Consent of Ernst & Young LLP
23.7** Consent of Arthur Anderson LLP
23.8** Consent of Arthur Anderson LLP
23.9** Consent of KPMG LLP
23.10** Consent of Linkenheimer LLP
23.11** Consent of Ernst & Young LLP
23.12 Consent of Alston & Bird LLP (included in Exhibit 5.1 and
Exhibit 8.1)
23.13 Consent of Preston Gates & Ellis LLP (included in Exhibit
8.2)
24.1** Power of Attorney
99.1** Form of proxy card for OnHealth
99.2** Consent of FleetBoston Robertson Stephens, Inc.
</TABLE>
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* Incorporated by reference to Registrant's Registration Statement on Form S-1
filed January 14, 1999
** Previously filed
