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EXHIBIT 99.5
HEALTHEON/WEBMD CORPORATION
400 THE LENOX BUILDING
3399 PEACHTREE ROAD, NE
ATLANTA, GEORGIA 30326
NOTICE OF ANNUAL MEETING OF STOCKHOLDERS
TO BE HELD , 2000
To Healtheon/WebMD Stockholders:
NOTICE IS HEREBY GIVEN that an annual meeting of stockholders of
Healtheon/WebMD Corporation will be held at on , 2000 at a.m.,
Eastern time, for the following purposes:
1. To consider and vote on a proposal to approve and adopt the
Agreement and Plan of Merger dated as of February 13, 2000 between
Healtheon/WebMD and Medical Manager Corporation, as amended on June 18,
2000, and the merger pursuant to which Medical Manager will be merged with
and into Healtheon/WebMD and [ ] shares of Healtheon/WebMD common stock
will be exchanged for each outstanding share of Medical Manager Corporation
common stock.
2. To consider and vote on the issuance of 1.3 shares of
Healtheon/WebMD common stock for each outstanding share of CareInsite, Inc.
common stock not owned by Avicenna Systems Corporation in the merger of
CareInsite with and into Avicenna, a wholly owned subsidiary of Medical
Manager which, as a result of the Medical Manager merger, will become a
wholly owned subsidiary of Healtheon/WebMD.
3. To elect three Class II directors of Healtheon/WebMD, each to serve
a three-year term, or until his or her successor has been elected and
qualified or until his or her earlier resignation or removal.
4. To consider and vote on an amendment to Healtheon/WebMD's
certificate of incorporation to change the corporate name of
Healtheon/WebMD to WebMD Corporation.
5. To consider and vote on an amendment to Healtheon/WebMD's 1996
stock plan, as amended, if the Medical Manager and CareInsite mergers are
completed, to increase the number of shares of common stock reserved for
issuance under the plan from shares to shares.
6. To consider and vote upon an amendment to Healtheon/WebMD's 1998
employee stock purchase plan, as amended, if the Medical Manager and
CareInsite merger are completed, to increase the number of shares of common
stock reserved for issuance under the plan from shares to
shares.
7. To transact any other business that properly comes before the
meeting or any adjournments or postponements thereof.
The accompanying proxy statement/prospectus describes the merger agreements
and the proposed mergers in more detail. We encourage you to read the entire
document carefully.
YOUR BOARD OF DIRECTORS UNANIMOUSLY RECOMMENDS A VOTE FOR THE MEDICAL
MANAGER MERGER AND FOR THE ISSUANCE OF SHARES OF HEALTHEON/WEBMD COMMON STOCK TO
THE STOCKHOLDERS OF CAREINSITE PURSUANT TO THE CAREINSITE MERGER. YOUR BOARD OF
DIRECTORS ALSO RECOMMENDS THAT YOU VOTE FOR THE ELECTION OF EACH OF THE NOMINEES
AS DIRECTORS AND FOR THE AMENDMENTS TO THE CERTIFICATE OF INCORPORATION, THE
1996 STOCK PLAN AND THE 1998 EMPLOYEE STOCK PURCHASE PLAN.
We have fixed the close of business on , 2000 as the
record date for the determination of our stockholders entitled to vote at this
meeting.
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All stockholders are cordially invited to attend the annual meeting in
person. However, to ensure your representation at the annual meeting, you are
urged to complete, sign, date and return the enclosed proxy card in the enclosed
postage-prepaid envelope as promptly as possible.
By Order of the Board of Directors
of Healtheon/WebMD Corporation,
John L. Westermann III
Executive Vice President, Chief Financial
Officer,
Treasurer and Secretary
Atlanta, Georgia
, 2000
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE ANNUAL MEETING,
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.
