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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
JUNE 18, 2000
Date of Report (Date of earliest event reported)
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HEALTHEON/WEBMD CORPORATION
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(Exact name of registrant as specified in its charter)
DELAWARE 0-24975 94-3236644
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(State or other jurisdiction (Commission File Number) (I.R.S. Employer
of incorporation) Identification No.)
400 THE LENOX BUILDING
3399 PEACHTREE ROAD NE
ATLANTA, GEORGIA 30326
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(Address of principal executive offices, including zip code)
(404) 495-7600
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(Registrant's telephone number, including area code)
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(Former name or address, if changed since last report)
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ITEM 5. OTHER EVENTS
On June 18, 2000, Healtheon/WebMD Corporation ("Healtheon/WebMD")
entered into Amendment No. 1 ("Amendment No. 1") to the Agreement and Plan of
Merger between Medical Manager Corporation ("Medical Manager") and
Healtheon/WebMD, 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. 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, Healtheon/WebMD 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,
Inc. ("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. The
CareInsite 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
Medical Manager Corporation and
Healtheon/WebMD Corporation, dated as of
February 13, 2000.
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Exhibit 2.2 Amendment No.1, dated as of June 18, 2000,
to the Agreement and Plan of Merger among
Healtheon/WebMD Corporation, Avicenna
Systems Corporation and CareInsite, Inc.,
dated as of February 13, 2000.
Exhibit 2.3 Agreement and Plan of Merger between
Healtheon/WebMD Corporation and Medical
Manager Corporation, dated February 13,
2000, (incorporated by reference to Exhibit
2.1 of Healtheon/WebMD's Form 8-K/A filed
with the Commission on February 24, 2000).
Exhibit 2.4 Agreement and Plan of Merger among
Healtheon/WebMD Corporation, Avicenna
Systems Corporation and CareInsite, Inc.
dated February 13, 2000, (incorporated by
reference to Exhibit 2.2 of
Healtheon/WebMD's Form 8-K/A filed with the
Commission on February 24, 2000).
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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: July 24, 2000 By: /s/ L. Scott Askins
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L. Scott Askins
Vice President, Assistant
General Counsel
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EXHIBIT INDEX
<TABLE>
<CAPTION>
Exhibit
No. Description
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<S> <C>
2.1 Amendment No.1, dated June 18, 2000, to the Agreement and Plan
of Merger between Medical Manager Corporation and
Healtheon/WebMD Corporation, dated as of February 13, 2000.
2.2 Amendment No.1, dated June 18, 2000, to the Agreement and Plan
of Merger between CareInsite, Inc., Avicenna Systems
Corporation and Healtheon/WebMD Corporation, dated as of
February 13, 2000.
2.3 Agreement and Plan of Merger between Healtheon/WebMD
Corporation and Medical Manager Corporation, dated February
13, 2000, (incorporated by reference to Exhibit 2.1 of
Healtheon/WebMD's Form 8-K/A filed with the Commission on
February 24, 2000).
2.4 Agreement and Plan of Merger among Healtheon/WebMD
Corporation, Avicenna Systems Corporation and CareInsite, Inc.
dated February 13, 2000, (incorporated by reference to Exhibit
2.2 of Healtheon/WebMD's Form 8-K/A filed with the Commission
on February 24, 2000).
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