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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
MAY 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)
DELAWARE 0-24975 94-3236644
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(State or other jurisdiction of (Commission (I.R.S. Employer
incorporation) File Number) 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 2. ACQUISITION OR DISPOSITION OF ASSETS.
On May 26, 2000, Registrant consummated the transactions contemplated
by the Agreement and Plan of Merger (the "Merger Agreement") entered into on
January 22, 2000, with Pine Merger Corp., a Delaware corporation and
wholly-owned subsidiary of Registrant, Envoy Corporation, a Tennessee
corporation, Quintiles Transnational Corp., a North Carolina corporation, and
QFinance, Inc., a Delaware corporation, pursuant to which Registrant acquired
all of the outstanding shares of capital stock of Envoy Corporation from
Quintiles Transnational Corp. and QFinance, Inc., in exchange for 35,000,000
shares of Registrant's common stock and $400,000,000 cash, payable from
Registrant's cash on hand. The transaction was consummated pursuant to the
merger of Envoy Corporation with and into Pine Merger Corp., which was the
surviving corporation and which changed its name to Envoy Corporation. Pursuant
to the terms of the Merger Agreement, Registrant was also granted a warrant to
purchase 10,000,000 shares of Quintiles Transnational Corp. common stock, par
value $0.01, at an exercise price of $40.00 per share which warrant is
exercisable for a period of 4 years.
ITEM 7. FINANCIAL STATEMENTS, PRO FORMA FINANCIAL INFORMATION
AND EXHIBITS.
(a) Financial statements for Envoy Corporation are not included in
this initial report and such financial statements will be
filed by amendment within the period specified in Item 7(a)(4)
of Form 8-K.
(b) Pro forma financial information related to the acquisition of
Envoy Corporation is not included in this initial report and
such pro forma financial information will be filed by
amendment within the period specified in Item 7(b)(2) of Form
8-K.
(c) Exhibits
The following exhibits are filed herewith:
2.1 Agreement and Plan of Merger (the "Merger Agreement")
entered into on January 22, 2000, among Registrant,
Pine Merger Corp, Envoy Corporation, Quintiles
Transnational Corp., and QFinance, Inc. (incorporated
by reference to Exhibit 2.1 filed on Form 8-K by
Registrant on January 27, 2000)
99.1 Press Release issued by Registrant, titled
"Healtheon/WebMD Completes Acquisition of Quintiles'
Envoy Unit," dated May 30, 2000
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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: June 5, 2000 By: /s/ Jack Dennison
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Jack Dennison, Executive Vice
President and General Counsel
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EXHIBIT INDEX
2.1 Agreement and Plan of Merger (the "Merger Agreement") entered into on
January 22, 2000, among Registrant, Pine Merger Corp, Envoy
Corporation, Quintiles Transnational Corp., and QFinance, Inc.
(incorporated by reference to Exhibit 2.1 filed on Form 8-K by
Registrant on January 27, 2000)
99.1 Press Release issued by Registrant, titled "Healtheon/WebMD Completes
Acquisition of Quintiles' Envoy Unit," dated May 30, 2000
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