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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
SEPTEMBER 12, 2000
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Date of Report (Date of earliest event reported)
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)
Healtheon/WebMD Corporation
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(Former name or former address, if changed since last report)
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ITEM 2: ACQUISITION OR DISPOSITION OF ASSETS
On September 12, 2000, Healtheon/WebMD Corporation completed its
previously announced acquisitions of Medical Manager Corporation, CareInsite,
Inc. and OnHealth Network Company. On that date, Healtheon/WebMD Corporation
also changed its name to "WebMD Corporation" and is referred to herein as WebMD
or the Registrant.
The acquisition of Medical Manager was accomplished pursuant to the
terms of an Agreement and Plan of Merger dated as of February 13, 2000 between
WebMD and Medical Manager, as amended as of June 18, 2000, providing for, among
other things, the merger of Medical Manager with and into WebMD. Under this
agreement, each outstanding share of Medical Manager common stock has been
converted into 2.5 shares of common stock of WebMD. In addition, each
outstanding option and warrant to acquire Medical Manager common stock
outstanding immediately prior to the effective time of the merger has been
converted into an option or warrant to purchase that number of shares of WebMD
common stock into which the shares of Medical Manager common stock underlying
the option or warrant would have been converted in the merger. The acquisition
was structured as a tax-free reorganization and is being accounted as a purchase
transaction.
The acquisition of CareInsite was accomplished pursuant to an Agreement
and Plan of Merger dated as of February 13, 2000 among WebMD, Avicenna Systems
Corp., a wholly owned subsidiary of Medical Manager, and CareInsite, as amended
as of June 18, 2000, providing for, among other things, the merger of CareInsite
with and into Avicenna which, as a result of the Medical Manager merger, became
a wholly-owned subsidiary of WebMD. Under this agreement, each outstanding share
of CareInsite common stock, other than shares held by Avicenna, was converted
into 1.3 shares of common stock of WebMD and each outstanding share of
CareInsite Series A preferred stock has been converted into one share of WebMD
Series B preferred stock, which has substantially identical terms to those of
the CareInsite Series A preferred stock. In addition, each outstanding option
and warrant to acquire CareInsite common stock outstanding immediately prior to
the effective time of the merger has been converted into an option or warrant to
purchase that number of shares of WebMD common stock into which the shares of
CareInsite common stock underlying the option or warrant would have been
converted in the merger. The acquisition was structured as a tax-free
reorganization and is being accounted as a purchase transaction.
The acquisition of OnHealth was accomplished pursuant to an Agreement
and Plan of Merger dated as of February 15, 2000 among WebMD, Tech Acquisition
Corporation, a wholly owned subsidiary of WebMD, and OnHealth, providing for,
among other things, the merger of Tech Acquisition with and into OnHealth, with
OnHealth surviving as a wholly owned subsidiary of WebMD. Under this agreement,
each outstanding share of OnHealth common stock has been converted into 0.189435
shares of common stock of WebMD. In addition, each outstanding option and
warrant to acquire OnHealth common stock outstanding immediately prior to the
effective time of the merger has been converted into an option or warrant to
purchase that number of shares of WebMD common stock into which the shares of
OnHealth common stock underlying the option or warrant would have been converted
in the merger. The acquisition was structured as a tax-free reorganization and
is being accounted as a purchase transaction.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA INFORMATION
AND EXHIBITS
(a) Financial Statements Of Businesses Acquired
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Financial statements of the acquired companies are not
required in the Current Report on Form 8-K as "substantially the same"
financial statements were previously filed in the Registrant's
Registration Statement on Form S-4 filed on June 19, 2000, as amended
on August 1, 2000 (File No. 333-39592).
(b) Pro Forma Financial Information
Pro forma financial information is not required in the Current
Report on Form 8-K as "substantially the same" information was
previously filed in the Registrant's Registration Statement on Form S-4
filed on June 19, 2000, as amended on August 1, 2000 (File No.
333-39592).
(c) Exhibits
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Exhibit Number Description
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3.1 Tenth Amended and Restated Certificate of
Incorporation of the Registrant, as amended,
including Certificate of Designations of the Series A
Payment-in-Kind Preferred Stock of the Registrant and
Certificate of Designations of the Series B
Convertible Redeemable Preferred Stock of the
Registrant
3.2 Amended and Restated Bylaws of the Registrant
99.1 Press release dated September 12,
2000, titled "WebMD Announces
Completion of Medical Manager,
CareInsite, and OnHealth Network
Transactions"
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[SIGNATURES ON NEXT PAGE]
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SIGNATURE
Pursuant to the requirements of the Securities Exchange Act of 1934,
WebMD Corporation has duly caused this report to be signed on its behalf by the
undersigned hereunto duly authorized.
WEBMD CORPORATION
Dated: September 12, 2000 By: /s/ JACK D. DENNISON
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Jack D. Dennison
Executive Vice President, General Counsel
and Secretary
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INDEX TO EXHIBITS
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Exhibit No. Exhibit
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3.1 Tenth Amended and Restated Certificate of
Incorporation of the Registrant, as
amended, including Certificate of
Designations of the Series A
Payment-in-Kind Preferred Stock of the
Registrant and Certificate of
Designations of the Series B Convertible
Redeemable Preferred Stock of the
Registrant
3.2 Amended and Restated Bylaws of the Registrant
99.1 Press release dated September 12, 2000, titled
"WebMD Announces Completion of Medical Manager,
CareInsite, and OnHealth Network Transactions"
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