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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
JULY 26, 2000
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Date of Report (Date of earliest event reported)
HEALTHEON/WEBMD CORPORATION
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(Exact name of registrant as specified in its charter)
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DELAWARE 0-24975 94-3236644
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(State or other jurisdiction of (Commission File Number) (I.R.S. Employer Identification No.)
incorporation)
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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.
As previously reported, Healtheon/WebMD Corporation and Medical Manager
Corporation entered into an Agreement and Plan of Merger dated as of February
13, 2000, as amended as of June 19, 2000, providing for, among other things, the
merger of Medical Manager with and into Healtheon/WebMD. In a related
transaction, Healtheon/WebMD previously reported an Agreement and Plan of Merger
dated as of February 13, 2000, as amended as of June 19, 2000, entered into with
CareInsite, Inc. and Avicenna Systems Corporation, a wholly-owned subsidiary of
Medical Manager, providing for, among other things, the merger of CareInsite
with and into Avicenna, which as a result of the Medical Manager merger will
become a wholly-owned subsidiary of Healtheon/WebMD. In addition, on May 26,
2000, Healtheon/WebMD acquired Envoy Corporation pursuant to an Agreement and
Plan of Merger dated January 22, 2000. Healtheon/WebMD also previously reported
an Agreement and Plan of Merger dated as of February 15, 2000, entered into with
OnHealth Network Company and Tech Acquisition Corporation, Healtheon/WebMD's
wholly owned subsidiary, providing for, among other things, the merger of Tech
Acquisition with and into OnHealth.
In connection with the above-mentioned mergers, certain historical
financial statements and related notes thereto of Medical Manager, CareInsite
and Envoy are attached hereto as Exhibits to this Form 8-K.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION AND
EXHIBITS.
(a) Exhibits
The following exhibits are filed herewith:
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99.1 Audited historical financial statements and related
notes of Medical Manager Corporation for the three
years ended June 30, 1999
99.2 Audited historical financial statements and related
notes of Physician Computer Network, Inc. for the
three years ended December 31, 1999
99.3 Unaudited historical financial statements and related
notes of Medical Manager Corporation for the three
months and nine months ended March 31, 2000
99.4 Audited historical financial statements and related
notes of CareInsite, Inc. for the two years ended
June 30, 1999 and the period of inception through
June 30, 1997
99.5 Audited historical financial statements and related
notes of The Health Information Network Connection,
LLC for the period from inception through December
31, 1999
99.6 Audited historical financial statements and related
notes of Provider Technology Group, a division of
Blue Cross and Blue Shield of Massachusettes, for the
two years ended December 31, 1999
99.7 Unaudited historical financial statements and related
notes of CareInsite, Inc. for the nine months ended
March 31, 2000
99.8 Audited historical financial statements and related
notes of Envoy Corporation for the three years ended
December 31, 1999 and for the three months ended
March 31, 1999 and 2000 (Unaudited)
99.9 Audited historical financial statements and related
notes of Point Plastics, Inc. for the three years
ended December 31, 1997 and unaudited historical
consolidated financial statements for the three
months ended March 31, 1997 and 1998
99.10 Audited historical financial statements and related
notes of The KippGroup for the two years ended
December 31, 1998
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SIGNATURES
Pursuant to the requirements of the Securities Exchange Act of 1934, the
registrant has duly caused this report to be signed on its behalf by the
undersigned thereunto duly authorized.
HEALTHEON/WEBMD CORPORATION
Dated: July 27, 2000 By: /S/ L. Scott Askins
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L. Scott Askins
Assistant General Counsel
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EXHIBIT INDEX
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Exhibit No. Exhibit
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99.1 Audited historical financial statements and related
notes of Medical Manager Corporation for the three
years ended June 30, 1999
99.2 Audited historical financial statements and related
notes of Physician Computer Network, Inc. for the
three years ended December 31, 1999
99.3 Unaudited historical financial statements and related
notes of Medical Manager Corporation for the three
months and nine months ended March 31, 2000
99.4 Audited historical financial statements and related
notes of CareInsite, Inc. for the two years ended
June 30, 1999 and the period of inception through
June 30, 1997
99.5 Audited historical financial statements and related
notes of The Health Information Network Connection,
LLC for the period from inception through December
31, 1999
99.6 Audited historical financial statements and related
notes of Provider Technology Group, a division of
Blue Cross and Blue Shield of Massachusettes, for the
two years ended December 31, 1999
99.7 Unaudited historical financial statements and related
notes of CareInsite, Inc. for the nine months ended
March 31, 2000
99.8 Audited historical financial statements and related
notes of Envoy Corporation for the three years ended
December 31, 1999 and for the three months ended
March 31, 1999 and 2000 (Unaudited)
99.9 Audited historical financial statements and related
notes of Point Plastics, Inc. for the three years
ended December 31, 1997 and unaudited historical
consolidated financial statements for the three
months ended March 31, 1997 and 1998
99.10 Audited historical financial statements and related
notes of The KippGroup for the two years ended
December 31, 1998
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