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EXHIBIT 99.9
CAREINSITE, INC.
669 RIVER DRIVE, CENTER 2
ELMWOOD PARK, NEW JERSEY 07407-1361
NOTICE OF SPECIAL MEETING OF STOCKHOLDERS
TO BE HELD , 2000
To the Common Stockholders of CareInsite, Inc.:
NOTICE IS HEREBY GIVEN that a special meeting of stockholders of
CareInsite, Inc. will be held at on , 2000, at a.m.,
Eastern time, to consider and vote upon a proposal to approve and adopt the
Agreement and Plan of Merger, dated as of February 13, 2000, among CareInsite,
Avicenna Systems Corporation and Healtheon/WebMD Corporation, as amended on June
18, 2000, which provides for the merger of CareInsite with and into Avicenna and
to consider and act upon a proposal to ratify and approve the CareInsite, Inc.
1999 Director Stock Option Plan. Avicenna, a wholly owned subsidiary of Medical
Manager Corporation, owns approximately 68.0% of the issued and outstanding
common stock of CareInsite. Under the terms of the merger agreement, each issued
and outstanding share of common stock of CareInsite not owned by Avicenna will
be converted into the right to receive 1.3 shares of common stock of
Healtheon/WebMD. In a related transaction, Medical Manager will be merged with
and into Healtheon/WebMD. As a result of these transactions, Avicenna will
become a wholly owned subsidiary of Healtheon/WebMD and CareInsite will merge
with and into Avicenna.
A copy of the merger agreement among CareInsite, Avicenna and
Healtheon/WebMD is attached as Annex B to the accompanying proxy
statement/prospectus.
Only common stockholders of record at the close of business on ,
2000 will be entitled to vote at the special meeting. The stock transfer books
will not be closed.
YOUR BOARD OF DIRECTORS, AFTER RECEIVING THE UNANIMOUS RECOMMENDATION OF A
SPECIAL COMMITTEE OF THE BOARD OF DIRECTORS COMPRISED ENTIRELY OF INDEPENDENT
DIRECTORS, HAS DETERMINED THAT THE CAREINSITE MERGER IS IN THE BEST INTERESTS OF
OUR STOCKHOLDERS AND HAS UNANIMOUSLY APPROVED THE MERGER AGREEMENT AND
UNANIMOUSLY RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE MERGER. YOUR BOARD
OF DIRECTORS ALSO RECOMMENDS THAT YOU VOTE FOR THE APPROVAL OF THE 1999 DIRECTOR
STOCK OPTION PLAN.
All stockholders are cordially invited to attend the special meeting in
person. However, to ensure your representation at the special 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 CareInsite, Inc.,
David C. Amburgey
Senior Vice President -- General Counsel
and Secretary
Elmwood Park, New Jersey
, 2000
YOUR VOTE IS IMPORTANT.
WHETHER OR NOT YOU PLAN TO ATTEND THE SPECIAL MEETING,
PLEASE COMPLETE, SIGN, DATE AND RETURN YOUR PROXY.
